Grundy Organisation Pty Ltd

Grundy Organisation Pty Ltd was the subject of a members' voluntary winding up. The dispute arose when the liquidator resigned and the directors sought to pay a dividend to the holding company, Grundy Organisation Pty Ltd. This matter was heard in the Supreme Court of New South Wales. The central legal issue for the court was whether the directors could lawfully pay a dividend to the holding company when the winding up process was irregular due to insufficient notice being provided to members before the special resolution for winding up was passed.

The court considered the statutory requirements for a members' voluntary winding up and the implications of the irregularity caused by the inadequate notice. It found that while the winding up was irregular, the funds had reached their intended destination, and no injustice had occurred. The court held that despite the irregularity, the actions taken by the directors were consistent with the due progress of the winding up. Therefore, the court exercised its inherent jurisdiction to make curative orders to regularise the proceedings.

The Supreme Court of New South Wales granted the curative orders sought by the directors, thereby regularising the winding up process and allowing the dividend payment to the holding company. This decision recognised the practical reality of the situation, where the funds had already reached their intended destination, and no injustice had resulted from the irregularity in the winding up process.