Deterra Royalties Limited, in the matter of Deterra Royalties Limited

The case of Deterra Royalties Limited involved an application under section 203AA(2) of the Corporations Act 2001 (Cth) to establish the effective date of a director's resignation, as well as an application under section 1322(4)(c) for relief from civil liability for failing to notify the Australian Securities and Investments Commission (ASIC) of the resignation and a share issue within the required time frames. The plaintiff, Deterra Royalties Limited, did not notify ASIC of the resignation of Dr Joanne Kathleen Warner and the issuance of shares within 28 days, as required by sections 205B(5) and 254X(1) of the Corporations Act. The plaintiff argued that these failures were inadvertent and not due to dishonesty, and that no substantial injustice would result from granting the relief sought.

The court needed to decide whether it was just and equitable to fix the effective date of Dr Warner's resignation to a date prior to when the notice was lodged with ASIC, and whether relief from civil liability was appropriate given the inadvertent nature of the non-compliance. The court examined the purpose of the relevant statutory provisions, which was to ensure accountability for misconduct and prevent illegal phoenixing. It considered the evidence that Dr Warner's resignation was intended to take effect on 31 March 2024, and that there was no opposition to the application and no evidence of prejudice to any third party. The court also noted that all parties had proceeded on the basis that the resignation was effective from the intended date.

The court accepted the evidence that the non-compliance was inadvertent and that fixing the effective date of the resignation to 31 March 2024 was just and equitable. The court also found that granting relief from civil liability was appropriate because there was no dishonesty, and no substantial injustice would result from doing so. The court ordered that the effective date of Dr Warner's resignation be fixed as 31 March 2024, and that the plaintiff and its officers be relieved from civil liability for the failures to notify ASIC. The court granted liberty to apply for further orders if necessary.