CHINA CAPITAL STRATEGY LTD (CR NO.905069) AND OTHERS v. THE REGISTRAR OF COMPANIES

HCMP 3275/2013

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 3275 OF 2013

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J U D G M E N T

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Introduction

1.  These are appeals from the decisions of the Registrar of Companies under s. 348(3) of the previous Companies Ordinance (Cap. 32).  The dispute revolves around the circumstances in which the Registrar may refuse to register or accept for registration documents delivered to her under that Ordinance.

2.  S. 348, which has since been repealed, provided as follows:

“(1) The Registrar may refuse to register or accept for registration any document delivered to him under this Ordinance if it appears to him that-

(a) the document is manifestly unlawful or ineffective;

(b) the document is incomplete or altered; or

(c) any signature on the document, password included with the document, or digital signature accompanying the document, is incomplete or altered. (Amended 12 of 2010 s. 30)

……

(3) Any person aggrieved by a decision of the Registrar under subsection (1) or (2) may, within 42 days of the decision, appeal to the court against the decision and the court may, subject to subsection (4), make such order as it may deem just, including an order as to costs.

……”

Background

3.  The documents in question, specified in the schedule to the originating motion[1], concern four companies, namely, the four appellants in these proceedings, which are companies incorporated in Hong Kong.  The 1^st appellant, the 3^rd appellant and the 4^th appellant are each a direct wholly-owned subsidiary of a company incorporated in the British Virgin Islands (“BVI”) called Amerinvest International Forestry Group Company Limited (“AIFG”).  The 2^nd appellant is a direct wholly-owned subsidiary of the 1^st appellant.

4.  AIFG is a company in which two individuals, Mr Wang Sing (“Wang”) and Madam Kwok Ka Yik (“Kwok”), indirectly had interests, through other BVI companies.  There appears to have been a dispute between Wang and Kwok, since at least 2011, about the ownership and affairs of AIFG.

5.  Prior to 5 July 2011 Wang and Kwok were the only two directors of each of the four appellants.  In July and August 2011, forms in respect of each of the four appellants, signed by Wang, were filed with the Companies Registry, reporting that Kwok had ceased to be a director and secretary as of 5 July 2011, that in the case of the 1^st and 2^nd appellants, a new secretary namely Pine Lodge Capital Company Limited (“Pine Lodge”) had been appointed, and that, in the case of the 3^rd and 4^th appellants, a new director namely Mr Richard Barry Freeman had been appointed.

6.  In early September 2011, Kwok complained to the Registrar that she had been unlawfully removed as a director and secretary of the 3^rd and 4^th appellants.  She complained that the documents lodged with the Registry contained false statements.

7.  Correspondence then ensued between the Registrar and the appellants, and also between the Registrar and Kwok although that correspondence was not fully placed in the evidence before me.  Kwok claimed that she was the sole owner of one Loyal Seas Limited (“Loyal Seas”) which was a shareholder of AIFG and that under a shareholders’ agreement relating to AIFG Loyal Seas was entitled to nominate 2 directors to the board of each of the appellants, being subsidiaries of AIFG.  Kwok also claimed to be a director of AIFG.

8.  In the meantime, in June 2012 a Form D2B reporting the change of address of Pine Lodge (as the company secretary) and an Annual Return (reporting Wang and Mr Freeman as the only two directors and Pine Lodge as secretary) were submitted to the Registrar on behalf of the 3^rd and 4^th appellants.  In view of the disputes between Wang and Kwok, on 28 September 2012 the Registrar returned these documents to the presenter, a corporate secretarial services company.

9.  In December 2012, a Form D2B reporting the change of address of Pine Lodge (as the company secretary) and an Annual Return (reporting Wang as sole director and Pine Lodge as secretary) were submitted to the Registrar on behalf of the 2^nd appellant.  On 1 March 2013 the Registrar replied that, having regard to the disputes relating to the directorship and secretary of the company, these documents were returned to the presenter.

10.  On 11 March 2013, the presenter submitted the following further documents to the Registrar for registration:

“(a) The 1^st Appellant

(i) Special Resolution dated 28 February 2013 signed by Mr Wang purportedly on behalf of the sole member of the company;

(ii) Form D2A signed by Pine Lodge purportedly as the secretary of the company to report a change of directors and secretary;

(iii) Form R1 signed by Pine Lodge purportedly as the secretary of the company to report a change of address of the registered office of the company.

(b) The 2^nd Appellant

(i) Special Resolution dated 28 February 2013 signed by Mr Wang purportedly on behalf of the sole member of the company;

(ii) Form D2A signed by Pine Lodge purportedly as the secretary of the company to report a change of directors and secretary;

(iii) Form R1 signed by Pine Lodge purportedly as the secretary of the company to report a change of address of the registered office of the company.

(c) The 3^rd Appellant

(i) Special Resolution dated 28 February 2013 signed by Mr Wang purportedly on behalf of the sole member of the company;

(ii) Form D2A signed by Pine Lodge purportedly as the secretary of the company to report a change of directors and secretary;

(iii) Form R1 signed by Pine Lodge purportedly as the secretary of the company to report a change of address of the registered office of the company.

(d) The 4^th Appellant

(i) Special Resolution dated 28 February 2013 signed by Mr Wang purportedly on behalf of the sole member of the company;

(ii) Form D2A signed by Pine Lodge purportedly as the secretary of the company to report a change of directors and secretary;

(iii) Form R1 signed by Pine Lodge purportedly as the secretary of the company to report a change of address of the registered office of the company.”

For present purposes it is unnecessary to set out the precise contents of these documents.  Suffice it to say that they were supposed to report changes that Wang wished to be made to the companies concerned (such as alteration of articles of association, change of registered office, appointment of additional directors, and replacement of secretary).

11.  On 16 and 17 April 2013, the Registrar returned all these 12 documents to the presenter, stating in her letters (as summarised in the affidavit filed on behalf of the Registrar):

“(a) the information received by it showed that there were disputes as to the beneficial ownership of AIFGC, the sole member of the 1^st Appellant, and

(b) that brought into dispute whether Mr Wang had the authority to sign any resolution for and on behalf of the sole member of the 1^st Appellant and whether the change of directors and secretary and change of registered office address were made with proper approval and authorization;

(c) that in view of such disputes as to the beneficial ownership of the sole member of the 1^st Appellant, which in turn affected the ownership of the 1^st Appellant itself, the disputes as to the directorship and secretary of the 1^st Appellant, the Registrar was not in a position to intervene and adjudicate,

(d) it appeared to the Registrar that the said documents were manifestly unlawful or ineffective, and therefore they were all returned to them for their handling.”

12.  In all these letters the Registrar referred to the provision in s. 348(3) that any aggrieved person may within 42 days of the decision appeal to the court against the decision, and invited the companies concerned to take independent legal advice.

13.  For several months there was no response to the letters of the Registrar.  On 10 July 2013, an accountants firm acting on behalf of the 1^st, 3^rd and 4^th appellants submitted the 2013 Annual Returns of these companies.  The Registrar refused to register them and on 31 July 2013 returned them to the presenter for the same reasons.

14.  It was not until 3 September 2013 that solicitors wrote on behalf of the appellants to the Registrar, responding to the letters of 16 and 17 April 2013 and attaching a total of 32 documents (including the documents lodged earlier for registration) in support of the appellants’ contention.  In particular, the letter attached a “certificate of incumbency” issued by the BVI registered agent of AIFG dated 25 March 2013 stating that, as far as could be determined from the documents retained at the registered office of AIFG, Wang was one of 7 directors of AIFG and the shareholders of AIFG were Fulltec Holdings Limited (holding 21.66% of the entire issued shareholding), Loyal Seas Limited (39.17%) and Lunar Forestry Holdings Limited (39.17%).  A certificate of incumbency relating to Loyal Seas dated 8 November 2012 was also attached, showing Wang was the sole director and majority shareholder of that company.  Copies of the registers of directors of some of the appellants were also attached, suggesting that Wang was a director or that Kwok had ceased to be a director.  The main thrust of the solicitors’ letter was that, based on the attachments, it could be seen that the disputes about the ownership of Loyal Seas had been resolved, and that in any event the shareholding of AIFG was not in dispute and that Wang as a director had authority to sign documents on behalf of AIFG.

15.  The Registrar responded to the solicitors’ letter on 25 September 2013, explaining why there was doubt and reiterating her position that given the internal disputes it was not appropriate to register any documents of the companies concerning the matters in dispute.  Another round of correspondence followed (with the solicitors writing on 16 October and the Registrar on 13 November).  In her letter of 13 November 2013, the Registrar took the view that a dispute relating to the ownership of Loyal Seas could affect the beneficial ownership of AIFG.  The Registrar relayed Kwok’s claim that the certificate of incumbency for Loyal Seas dated 8 November 2012 was a false document, and the certificate of incumbency for AIFG dated 25 March 2013 did not reflect the truth.  Kwok had also claimed that the registers of directors and members produced were false documents.  The Registrar considered she could not intervene or adjudicate upon the disputes between shareholders and directors of companies and reiterated her position that she could not register any documents concerning the matters in dispute. The Registrar declined the solicitors’ suggestion for a meeting since it would not affect her “earlier decision” to return all the documents to the presenter.

16.  On 29 November 2013, the solicitors wrote a letter before action, stating that the Registrar had refused to register the documents submitted on 11 March 2013, that by her letter dated 25 September 2013 she had “formally confirmed that it was ‘not appropriate’ … to accept the documents for registration”, that despite further correspondence the issue remained unresolved, that despite the provision of further reasons and supporting materials in particular in the solicitors’ letters of 3 September and 16 October 2013 the Registrar had “still refused to register the documents”, and that the Registrar’s decision “as conveyed most recently in [her] letter of 13 November 2013” was appealable under s. 348(3).  The letter urged the Registrar to “reconsider” her refusal and to confirm on or before 3 December 2013 that the registration would proceed without further delay.

17.  On 3 December 2013, the Registrar reiterated her position, adding that the documents in question were returned to the presenter on 16 and 17 April 2013 and her decision had therefore been made on those dates.

18.  On 5 December 2013, the appellants issued the present proceedings for an appeal under s. 348(3).

19.  On this appeal Mr Mak who appeared for the Registrar took two principal points.  First, he submitted, as was view of the Registrar as stated in her letters, that the documents submitted were manifestly unlawful or ineffective because of the existence of internal disputes within the appellants’ group of companies.  Secondly, he submitted that the appeals were out of time.  The appellants took issue with both propositions.  Two broad issues therefore arise on this appeal:

(1) whether the appeal was brought within the time specified in s. 348(3); and

(2) whether the Registrar was correct to refuse to register the documents in question on the ground that they were “manifestly unlawful or ineffective”.

Time limit in s. 348(3)

20.  On the timing issue, in my view it is plain that there were appealable decisions made by the Registrar on 16 and 17 April 2013. The Registrar decided to refuse to register the documents and actually returned them.  The appellants’ contention that the decisions were not finally made until 13 November 2013 seems to me to have no legal or factual basis.  The appellants have not appealed and do not now seek to appeal against the decisions of April 2013 – they would be out of time to do so, and there is no provision for extending time. 

21.  Alternatively, the appellants contend that if the Registrar’s letters in April 2013 did contain her “decisions”, then there was in the Registrar’s letter of 13 November 2013 a “renewed” decision to refuse to register the relevant documents, against which they could and did appeal within time under s. 348(3).  The questions that arise seem to me to be twofold: (i) whether there can in principle be more than one decision to refuse to register the same documents; and (ii) if so, whether in the circumstances of this case the Registrar’s letter of 13 November 2013 should be treated as containing a fresh or renewed refusal to register.

22.  As to question (i), the registration of documents in the registry is an administrative function.  It is not an adjudication of disputed rights and obligations in litigation, where the doctrines of res judicata and functus officio ensure finality in a decision (subject to any available appeal).  These doctrines technically have no application in the context of the performance of that function by the Registrar.  As a matter of principle, in the context of the provisions of Cap. 32, I do not see any reason, following a refusal by the Registrar to register certain documents, in appropriate cases such as where there have been a material change of circumstances, why there cannot be a re-submission of the documents or fresh request to register the documents already lodged, leading to a renewed decision which can itself be appealed under s. 348(3).

23.  As in the case of judicial review of administrative decisions generally under s. 21K of the High Court Ordinance (Cap. 4), however, it is necessary for the court to be vigilant and guard against any dressed up request to the public authority to reconsider its earlier decision when it is in fact no more than a ploy to circumvent the time limit for challenging the earlier decision: De Smith’s Judicial Review (7^th ed), § 3-026.  This is illustrated by what Hartmann J (as he then was) said in Super Lion Enterprises Ltd v Commissioner of Rating and Valuation (HCAL 71/2005, 6 October 2006) at §218:

“A person aggrieved by the decision of a public authority is not able to avoid the problem of delay simply by employing the artifice of asking the public authority to reconsider its decision and then using the refusal, whatever its form, as the decision to be challenged. The principle has been summarised in R. v. Commissioner for Local Administration, ex parte Field [2000] C.O.D. 58, at 60, as follows:

‘Order 53, Rule 4(1) provides that ‘an application for permission to apply for judicial review shall be made promptly and in any event within three months from the date when the grounds for the application first arose, unless the court considers that there is good reason for extending the period within which the application shall be made’.  The problem created by that provision was not overcome by writing a fresh letter to the decision maker and thereby obtaining a reply which was then sought to be characterised as a fresh decision.  That would render the provision in the rule wholly ineffective.’ ”

24.  Similarly, Saunders J said in Martin Tao Ming Lee v Secretary for the Civil Service (HCAL 82/2010; 8 August 2011) at §8, reiterated by Deputy Judge Keith in E T Investment Limited (trading as Oasis Nursing Home) v Director of Health (HCAL 13/2015; 3 February 2016):

“The court will not permit an applicant to ‘resurrect’ an old decision, simply by asking the decision maker to reconsider the application, and thereby artificially bring himself within time, by relying upon the reconsideration decision.”

25.  This is not to say that a person aggrieved by a decision of the Registrar could not seek to persuade the Registrar to change her mind such as by making further representations and submissions, obviating the need for an appeal and ultimately a ruling by the court.  On the contrary, parties would be encouraged to do so before requiring a determination by the court under s. 348.  Having said that, the time limit for instituting an appeal under s. 348 and the absence of any statutory or inherent power to extend time must be borne in mind.  There is nothing to prevent an aggrieved person from seeking to persuade the Registrar to change her mind within the 42 days, or lodging an appeal before expiry of time and continuing to negotiate with and seek to persuade the Registrar pending the hearing of the appeal.  In the present case, the appellants inexplicably chose to do nothing for four and a half months following the decisions in April 2013, despite that the provision of s. 348(3) including the time limit was expressly drawn to their attention in the decision letters.

26.  The purpose of having a time limit for appeal in s. 348(3) is to achieve some measure of finality.  The statute gave a function to the Registrar to register documents and conferred on her a power to refuse to register on certain grounds.  This required a decision to be made by the Registrar.  Once the decision was made, it was appealable by a person aggrieved to the High Court provided this was done within 42 days.  Once that period of time expired that would be the end of the particular matter so far as an appeal is concerned.  There is no power for either the court or the Registrar to enlarge time.  An applicant cannot circumvent this regime and extend the time limit indefinitely by writing letter after letter, or adding one submission after another, to require the Registrar to re-consider her position and then treating her refusal to do so and her re-iteration of her earlier position as a fresh decision for which time for appeal starts to run again.  As mentioned above, there may in appropriate cases be grounds for recognising that there is a new decision, such as where there have been a material change of circumstances preceding the Registrar’s re-considered response.  As in judicial review there is “no formulaic or straightforward answer” on where the dividing line lies and each case has to an extent to be decided on its own facts: De Smith’s Judicial Review (7^th ed), § 3-026.

27.  In the present case, Mr Carolan who appeared for the appellants argued that the matter was later “re-opened” by the Registrar’s responses to the correspondence starting on 3 September 2013 and that another decision amenable to appeal was made by the Registrar on 13 November 2013. I am unable to accept this argument.  The correspondence speaks for itself. The appellants’ solicitors’ letter of 3 September 2013 was not, in my view, a fresh submission of documents for registration which the Registrar for the first time rejected.  In the correspondence commencing on 3 September 2013, what the appellants were seeking to do was to make submissions and advance contentions, including corporate documents that existed before April 2013, in support of their contention that the various returns submitted earlier should have been registered.  In my judgment, the matter cannot be treated as “re-opened” and as a fresh application simply because the Registrar, as a matter of good administration, responded to the correspondence rather than peremptorily refused to do so on the basis that there had already been a decision. 

28.  For these reasons I take the view that there is no competent appeal issued within the statutory time limit in s. 348(3).  The appeal must therefore be dismissed for this reason.

The refusal to register documents

29.  In case I am wrong in the above conclusion, I shall briefly express my views on the Registrar’s exercise of the power of refusal. 

30.  S. 348 was added to the Companies Ordinance (Cap. 32) by the Companies (Amendment) Ordinance 1984.  Previously the Registrar’s position was that he was bound to accept and register documents delivered for filing subject to his putting a note of his view on the file: Bates, The Companies (Amendment) Ordinance 1984 – Part II (1985) 15 HKLJ 298, 330. The section, it seems to me, was introduced to provide a relatively limited power to the Registrar to reject documents lodged with the Registry.  The grounds for refusal are limited to three, as set out in s. 348(1)(a)-(c).  S. 348A, also enacted in 1984, provided that the Registrar is not responsible for verifying the truth of any statement made in any document delivered to her for registration.  To prevent false statements in, inter alia, documents submitted to the Registrar, s. 349 made it an offence for anyone wilfully to make a statement false in any material particular, knowing it to be false, in any return, report, certificate, balance sheet or other document, required by or for the purposes of any of the provisions of the Ordinance.

31.  So far as ground (a) in s. 348(1) is concerned – the only ground relevant for present purposes, its limited nature can be seen from its wording: the Registrar may refuse, not any document that may be unlawful or ineffective but only if it appears to her that the document that “is manifestly” so.  “Manifest” means clear to the eye or mind.  The intention seems to have been to avoid casting on the Registrar the burden of carrying out detailed investigation: c.f. Lieu Tseng Van v Jiuzhou Development Co Ltd (unreported, HCA 1645/2009, 17 June 2010), at §108, per Au J.  The word “is” signifies a definite appearance, not a conditional or conjectural outcome.  Construing the provision free of authorities, it seems to me it is not sufficient if the Registrar merely has doubts about the validity of the document, or if she thinks the document may turn out to be ineffective if a certain dispute is ultimately resolved against the presenter.  She can only reject a document under s. 348(1)(a) if it appears to her that the document is manifestly unlawful or ineffective.  The phrase “it appears to her” shows, in my view, that there is no need for conclusive proof, and that there must be a prima facie case for the provisional conclusion; it does not however relieve the Registrar from the need to form a view (albeit not necessarily a conviction to a high degree of certainty) that the document is unlawful or ineffective.

32.  It seems to me this construction of s. 348 is consistent with the authorities cited to me.  In Tongda Group Holdings Ltd v Registrar of Companies (unreported, HCMP 1356/2004, 30 September 2004), one Mr Ko, the secretary of the company in question, being an oversea company, had been appointed as an authorised representative of the company for the purposes of rule 3.05 of the Listing Rules of the Stock Exchange of Hong Kong, as well as an authorised representative of the company for the purpose of s. 333(1)(c) of the previous Companies Ordinance (Cap. 32).  In 2001, the directors resolved that Mr Ko should cease to be an authorised representative of the company for the purposes of the Listing Rules.  The resolution made no mention of s. 333(1)(c).  In December 2003, the company filed a Form F3 stating Mr Ko had resigned as or ceased to be an authorised representative of the company for the purposes of s. 333(1)(c) in 2001 and that the chairman, Mr Wang, had replaced him as such.  The Form was filed by mistake since the company had not in fact intended to replace Mr Ko as authorised representative under s. 333(1)(c).  In 2004, the company and its solicitors wrote to the Registrar and Mr Ko made a statutory declaration explaining the mistake, and asked for the registration of these letters and declaration, which the Registrar refused.  On appeal under s. 348, Kwan J (as she then was) held (at §§43-44) that the Form F3 filed in December 2003 was a representation to the public which might have been relied upon.  The representation was therefore binding on and could not be withdrawn by the company through the documents sought to be registered.  The judge therefore considered that the Registrar’s refusal to register the 2004 documents was not erroneous.  As such, it seems to me the Registrar had grounds in that case to conclude and did conclude that the documents sought to be registered were “manifestly ineffective”.

33.  In Lieu Tseng Van v Jiuzhou Development Co Ltd (unreported, HCA 1645/2009, 17 June 2010), the plaintiff Mr Lieu and his wife granted a charge over some of their shares in a company (Super Cruise Ltd) as security for the return of the earnest money that Jiuzhou Development Co Ltd paid them for the potential acquisition of interest in the company. When negotiations broke down but the earnest money was not repaid, the chargee appointed receivers over the charged shares.  The receivers completed various undated documents that Mr and Mrs Lieu had signed as required under the share charge, and thereby appointed themselves as directors of the company replacing the couple.  Mr and Mrs Lieu then sought to pass resolutions as directors and members of the company to revoke those documents.  Mr Lieu brought proceedings contending, inter alia, that the Registrar was wrong to register the documents filed by the receivers.  On the underlying dispute between the parties, Au J held (at §57) that there was a triable issue as to whether Mr and Mrs Lieu were entitled to revoke some of the undated documents on the basis that the liability to repay the earnest money had not arisen.  Nevertheless, Au J held (at §109) that because the grounds relied upon by them were at best arguable and could only be resolved at trial, they had failed to show that the documents lodged by the receivers were “manifestly unlawful or ineffective” within the meaning of s. 348.

34.  Jointa Ltd v Registrar of Companies (unreported, HCMP 426/2013, 12 February 2014) is another case where the chargee of shares in a company had purported to enforce the charge by transferring the only issued share in the company and replacing the sole director.  The validity of these steps was in dispute.  The Registrar decided to await the outcome of the legal proceedings between the chargee and charger before deciding whether to register certain documents filed by them respectively.  Mimmie Chan J considered that the documents lodged by either side could not be said to be “manifestly unlawful or ineffective”, noting that it was “not a case of the Registrar being able to detect, on the face of the documents presented for registration, that there is an error on the face of such documents, or that the documents give effect to or record what appears to be an unlawful transaction” (§31).  It was accepted by both sides in that case, however, that the Registrar was not bound to accept registration of every document presented, and had the discretion and power under the Ordinance to reject a document for registration (§26).  On that basis, her Ladyship considered that the Registrar’s decision to await the outcome of the proceedings between the chargee and charger could not be said to be unreasonable in the Wednesbury sense (§37).

35.  These cases seem to me to confirm that the mere existence of disputes between different interests in a company does not mean that the documents submitted by one side are thereby necessarily rendered “manifestly unlawful or ineffective”.  On the contrary, they show that manifest unlawfulness and ineffectiveness is a high threshold, only satisfied if there is a clear relevant defect. 

36.  On the facts of this case I do not think that it can be said that the documents submitted on behalf of the appellants were “manifestly unlawful or ineffective”.  All that the Registrar had concluded was that there were disputes between Wang and Kwok, which she could not resolve or adjudicate upon.  While Kwok had claimed that the certificates of incumbency and copies of registers relied upon by the appellants were false, the claim was not accepted even on a prima facie basis by the Registrar.  In these circumstances I cannot see how it can be said the documents submitted for registration appeared to the Registrar to be “manifestly unlawful or ineffective”.

37.  As to whether there was, under the previous Companies Ordinance, a general discretion on the part of the Registrar whether to register or accept for registration documents delivered to her, which could be refused on general grounds not specified in s. 348 including the ground that registration may cause confusion to the public (see Lieu Tseng Van at §105(3) & 110 and Jointa at §26), I have my doubts, but it is unnecessary to decide this question since this was neither the basis of the Registrar’s decision in this case nor the basis of her contention in this appeal.

38.  I should add that in future, the law as to when the power to refuse registration arose under s. 348 of the previous Companies Ordinance is likely to be of historical interest only, since the relevant statutory provisions have been substantially recast in different terms in the new Companies Ordinance (Cap. 622) (see ss. 31 – 37) apparently because it was felt that the scope of the power of refusal under s. 348 was not entirely clear.  Under s. 35 of Cap. 622 the Registrar may refuse to register a document if it is “unsatisfactory”.  An unsatisfactory document is defined in wide terms, including where the information contained in the document “is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar”: s. 31(1)(h)(ii).  Express provision for rectification of information on the register upon an order of the court is also made in s. 42 of Cap. 622.

Conclusion and orders

39.  For the above reasons the appeals have to be dismissed. There will be an order nisi that the appellants do pay the Registrar her costs of the appeal with a certificate for one counsel.