Huang v PEEQ Global Education Pty Limited, in the matter of PEEQ Global Education Pty Limited (No 2)
[2019] FCA 2077
•28 November 2019
FEDERAL COURT OF AUSTRALIA
Huang v PEEQ Global Education Pty Limited, in the matter of PEEQ Global Education Pty Limited (No 2) [2019] FCA 2077
File number(s): NSD 153 of 2019 Judge(s): FARRELL J Date of judgment: 28 November 2019 Date of publication of reasons: 11 December 2019 Catchwords: CORPORATIONS – application under ss 290 and 1324 of the Corporations Act 2001 (Cth) to compel defendant company to permit access to its financial records – where the defendant company has failed to provide access to its financial records pursuant to earlier Court order Legislation: Corporations Act 2001 (Cth) ss 290, 1303, 1324(1), 1324(2) and 1324(7)
Federal Court Rules 2011 (Cth) rr 41.08, 41.10
Cases cited: Huang v PEEQ Global Education Pty Ltd, in the matter of PEEQ Global Education Pty Ltd [2019] FCA 722 Date of hearing: 25 November 2019 Registry: New South Wales Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 30 Counsel for the Plaintiff: M W Young SC Solicitor for the Plaintiff: Dixon Holmes Lawyers Counsel for the Respondents The Respondents did not appear ORDERS
NSD 153 of 2019 IN THE MATTER OF PEEQ GLOBAL EDUCATION PTY LIMITED ACN 621 268 693
BETWEEN: SHAOJUN HUANG
Plaintiff
AND: PEEQ GLOBAL EDUCATION PTY LTD ACN 621 268 693
Defendant
IN THE INTERLOCUTORY PROCESSS:
BETWEEN: SHAOJUN HUANG
Applicant
AND: PEEQ GLOBAL EDUCATION PTY LTD ACN 621 268 693
First Respondent
JINGWEN LIAO
Second Respondent
GRAHAM LIAO
Third Respondent
JUDGE: FARRELL J DATE OF ORDER: 28 NOVEMBER 2019 PENAL NOTICE
TO:
First Respondent
PEEQ GLOBAL EDUCATION PTY LTD ACN 621 268 693
‘1 11’ 401 Docklands Drive, Docklands VIC 3008
Second Respondent
JINGWEN LIAO
[redacted], Mudgeeraba QLD 4213
Third Respondent
GRAHAM LIAO
[redacted], Mudgeeraba QLD 4213
Email: [redacted]@peeq.com.au
IF YOU (BEING THE PERSON BOUND BY THIS ORDER):
(A) REFUSE OR NEGLECT TO DO ANY ACT WITHIN THE TIME SPECIFIED IN THIS ORDER FOR THE DOING OF THE ACT; OR
(B) DISOBEY THE ORDER BY DOING AN ACT WHICH THE ORDER REQUIRES YOU NOT TO DO,
YOU WILL BE LIABLE TO IMPRISONMENT, SEQUESTRATION OF PROPERTY OR OTHER PUNISHMENT.
ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS YOU TO BREACH THE TERMS OF THIS ORDER MAY BE SIMILARLY PUNISHED.
THE COURT ORDERS THAT:
1.The first respondent provide to the plaintiff access to the first respondent’s financial records, including but not limited to all documents related to or in connection with:
(a)the payment of the sum of $50,000.00 (First Sum) on or about 12 September 2017 by the first respondent’s solicitors to the Liao Trust from the share subscription money of $2,200,000 held by the first respondent’s solicitors (subscription money) and the subsequent disbursement of the First Sum;
(b)the payment of the sum of $1,825,965.00 (Second Sum) on or about 14 September 2017 by the first respondent’s solicitors from the share subscription money and the subsequent disbursement of the Second Sum; and
(c)the payment of the sum of $40,000.00 (Third Sum) on or about 12 September 2017 by the first respondent’s solicitors from the share subscription money and the subsequent disbursement(s) of the Third Sum.
2.The first respondent must provide access to its financial records pursuant to order 1 by one of the following means:
(a)by email delivery of a true and complete copy of the financial records to the email address: [redacted]@dixonholmes.com by no later than 3.00 pm Australian Eastern Standard Time on Thursday, 12 December 2019; and/or
(b)by physical delivery to Donald Martin Junn of a true and complete copy of the financial records either as a printed document or in a common electronic format which requires no specialist equipment or other process to be read at Ground Floor Foyer of the Southport Courthouse, Corner Davenport and Hinze Streets, Southport, Queensland at 3.00 pm Australian Eastern Standard Time on Thursday, 12 December 2019.
(c)at a time and place and in a format agreed in writing between the plaintiff and the third respondent.
3.Further, and without derogation from orders 1 and 2, the first respondent must provide access to its financial records to the plaintiff at a time and place and in such format as may be required by further order of the Court.
4.Without limitation on the plaintiff’s personal right to access the financial records of the first respondent, that Donald Martin Junn be authorised to inspect the first respondent’s records on the plaintiff’s behalf.
5.Without limitation on the plaintiff’s personal right to access the financial records of the first respondent, that Sidney Tan be authorised to inspect the first respondent’s records on the plaintiff’s behalf.
6.The second respondent is restrained from aiding, abetting, counselling or procuring non-compliance by the first respondent with orders 1 and 2 above.
7.The second respondent must do all things reasonably necessary to cause the first respondent to comply with orders 1 and 2 above.
8.The third respondent is restrained from aiding, abetting, counselling or procuring non-compliance by the first respondent with orders 1 and 2 above.
9.The third respondent must do all things reasonably necessary to cause the first respondent to comply with orders 1 and 2 above.
10.The respondents pay the plaintiff’s costs of the interlocutory process dated 4 November 2019.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
REASONS FOR JUDGMENT
FARRELL J:
INTRODUCTION
By an interlocutory process lodged on 5 November 2019 to which PEEQ Global Education Pty Ltd is the first respondent, Jingwen Liao (Ms Liao) is the second respondent and Graham Liao (Mr Liao) is the third respondent, Shaojun Huang (Mr Huang) applied for the following orders:
1.An order that the [PEEQ] provide to the plaintiff at 3:00pm on 11 December 2019 at Ground Floor Foyer of the Southport Courthouse, Corner Davenport and Hinze Streets, Southport, Queensland access to the PEEQ’s financial records, including but not limited to all documents related to or in connection with:
a.The payment of the sum of $50,000.00 (“The First Sum”) on or about 12 September 2017 by [PEEQ]’s solicitors to the Liao Trust from the plaintiff’s share subscription money of $2,200,000 held by the [PEEQ]’s solicitors (“subscription money”) and the subsequent disbursement of The First Sum;
b.The payment of the sum of $1,825,965.00 ("The Second Sum") on or about 14 September 2017 by [PEEQ]’s solicitors from the plaintiff’s subscription money and the subsequent disbursement of The Second Sum; and
c.The payment of the sum of $40,000.00 (“The Third Sum”) on or about 12 September 2017 by the [PEEQ]’s solicitors from the plaintiff’s subscription money and the subsequent disbursement(s) of The Third Sum.
2.An order that [PEEQ] provide ongoing access to the defendant's financial records at all reasonable times.
3.An order that, without limitation on the plaintiff’s personal right to access the financial records of [PEEQ], that Donald Martin Junn be authorised to inspect the First Respondent's records on the plaintiff’s behalf.
4.Without limitation on the plaintiff’s personal right to access the financial records of [PEEQ], that Sidney Tan be authorised to inspect [PEEQ]’s records on the plaintiff’s behalf.
5.An order that the [Ms Liao] be restrained from aiding, abetting, counselling or procuring non-compliance by [PEEQ] with orders 1 and 2 above.
6.An order that [Ms Liao] do all things reasonably necessary to cause [PEEQ] to comply with orders 1 and 2 above.
7.An order that [Mr Liao] be restrained from aiding, abetting, counselling or procuring non-compliance by [PEEQ] with orders 1 and 2 above.
8.An order that [Mr Liao] do all things reasonably necessary to cause [PEEQ] to comply with orders 1 and 2 above.
9.Costs.
None of the respondents has filed a notice of appearance or appeared at the hearing of the interlocutory process. Ms and Mr Liao are wife and husband.
Searches of the records of the Australian Securities & Investments Commission (ASIC) in relation to PEEQ as at 24 December 2018, 16 May 2019, 16 August 2019, 16 October 2019, 4 November 2019 and 22 November 2019 indicate that
(1)PEEQ was registered on 23 August 2017.
(2)Mr Huang is one of two directors of PEEQ. His residential address is in Kowloon, China. He is said to have been appointed on 12 September 2017.
(3)Power Goal International Limited (PGI) holds 25% of all ordinary shares issued by PEEQ (25,000 shares). Its address is the same as Mr Huang’s.
(4)The other director, secretary and holder of all other issued shares in PEEQ (that is, 75,000 shares) is Ms Liao. She was appointed as a director and secretary on 23 August 2017. Her residential address is in Mudgeeraba, Queensland.
(5)PEEQ’s registered office is ‘1 11’ 401 Docklands Road, Docklands, in Melbourne, Victoria. It has not changed since 23 August 2017.
The interlocutory process was supported by an affidavit said to have been sworn by Donald Martin Junn in London on 4 November 2019. Affidavits of service of the process and the supporting affidavit were read on this application. The first affidavit was sworn on 22 November 2019 by Melissa McKenzie, a licensed process server. It is evidence that, on 13 November 2019, Ms and Mr Liao were personally served with the documents at an address in Queensland. That address is Ms Liao’s residential address as shown in the searches of ASIC’s register relating to PEEQ referred to above. The second affidavit was sworn by Mr Junn on 22 November 2019. Mr Junn deposed that those documents were served on PEEQ by post sent on 6 November 2019 to PEEQ’s registered office (as shown on the ASIC searches), and that they were served on Mr Liao by email to [redacted]@peeq.com.au and [redacted]@ yahoo.com on 14 November 2019. Mr Liao states that he has received no response to those communications.
Written submissions prepared by senior counsel for Mr Huang were filed on 22 November 2019. Those submissions indicate that Mr Huang relies on ss 290, 1303, 1324(1), 1324(2) and 1324(7) of the Corporations Act 2001 (Cth) and rr 41.08 and 41.10 of the Federal Court Rules 2011 (Cth).
Section 9 of the Corporations Act provides as follows:
financial records includes:
(a)invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b) documents of prime entry; and
(c)working papers and other documents needed to explain:
(i) the methods by which financial statements are made up; and
(ii) adjustments to be made in preparing financial statements.
Section 290 of the Corporations Act provides as follows:
290 Director access
Personal access
(1)A director of a company, registered scheme or disclosing entity has a right of access to the financial records at all reasonable times.
Court order for inspection on director’s behalf
(2)On application by a director, the Court may authorise a person to inspect the financial records on the director’s behalf.
(3)A person authorised to inspect records may make copies of the records unless the Court orders otherwise.
(4)The Court may make any other orders it consider appropriate, including either or both of the following:
(a)an order limiting the use that a person who inspects the records may make of information obtained during the inspection;
(b)an order limiting the right of a person who inspects the records to make copies in accordance with subsection (3).
Section 1303 of the Corporations Act provides as follows:
1303 Court may compel compliance
If any person in contravention of this Act refuses to permit the inspection of any book or to supply a copy of any book, the Court may by order compel an immediate inspection of the book or order the copy to be supplied.
Section 1324 of the Corporations Act provides as follows:
1324 Injunctions
(1)Where a person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute:
(a) a contravention of this Act; or
(b) attempting to contravene this Act; or
(c)aiding, abetting, counselling or procuring a person to contravene this Act; or
(d)inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene this Act; or
(e)being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of this Act; or
(f) conspiring with others to contravene this Act;
the Court may, on the application of ASIC, or of a person whose interests have been, are or would be affected by the conduct, grant an injunction, on such terms as the Court thinks appropriate, restraining the first-mentioned person from engaging in the conduct and, if in the opinion of the Court it is desirable to do so, requiring that person to do any act or thing.
…
(2)Where a person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that the person is required by this Act to do, the Court may, on the application of:
(a) ASIC; or
(b)any person whose interests have been, are or would be affected by the refusal or failure to do that act or thing;
grant an injunction, on such terms as the Court thinks appropriate, requiring the first-mentioned person to do that act or thing.
…
(6)The power of the Court to grant an injunction restraining a person from engaging in conduct may be exercised:
(a)whether or not it appears to the Court that the person intends to engage again, or to continue to engage, in conduct of that kind; and
(b)whether or not the person has previously engaged in conduct of that kind; and
(c)whether or not there is an imminent danger of substantial damage to any person if the first-mentioned person engages in conduct of that kind.
(7)The power of the Court to grant an injunction requiring a person to do an act or thing may be exercised:
(a)whether or not it appears to the Court that the person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and
(b)whether or not the person has previously refused or failed to do that act or thing; and
(c)whether or not there is an imminent danger of substantial damage to any person if the first-mentioned person refuses or fails to do that act or thing.
This is the second application filed by Mr Huang seeking access to PEEQ’s financial records. On 20 May 2019, the Court determined to grant the relief then sought by Mr Huang for provision of access to PEEQ’s financial records: see Huang v PEEQ Global Education Pty Ltd, in the matter of PEEQ Global Education Pty Ltd [2019] FCA 722. The affidavits read on that application were also read on this application.
BACKGROUND
By an originating process filed on 7 February 2019, Mr Huang sought orders under s 290 and 1324 of the Corporations Act 2001 to compel PEEQ to provide access to PEEQ’s financial records to him and to Mr Junn and Sidney Tan (both Mr Huang’s solicitors) on his behalf.
By his affidavit affirmed on 31 January 2019, Mr Huang gave evidence that, having being appointed as a director on 12 September 2017 and having invested $2,200,000 for his shares in PEEQ, he had been attempting to gain access to PEEQ’s financial records since 12 December 2017 but he had been largely unsuccessful. A resolution passed at a meeting of shareholders held on 17 April 2018 was to the effect that Mr Liao would advise PEEQ’s accountant to provide PEEQ’s financial statements to Mr Liao within eight days of request, but Mr Liao refused to provide the name of the accountant. The minutes of that meeting of shareholders record Mr Liao advising that the PEEQ’s financial statements would be provided to shareholders as soon as they were supplied by PEEQ’s accountant. Ultimately, on 24 April 2018, a single statement relating to the trust account of PEEQ’s lawyers was provided; it recorded a payment of $50,000 to the Liao Trust and $40,000 to Vustar on 12 September 2017 and a further payment of $1,825,965 made to the Liao Trust on 14 September 2017.
By an interlocutory process lodged on 11 July 2019 at 4.54 pm, Mr Huang applied for orders for contempt of the Court’s orders made on 20 May 2019 by Ms Liao and Mr Liao. The interlocutory process was accompanied by statements of charge dated 8 July 2019 and an affidavit sworn by Mr Junn on 8 July 2019.
Neither of Ms or Mr Liao filed a notice of appearance, any evidence or submissions. They did not appear at the hearing of the application for contempt orders on 18 October 2019. Accordingly, they did not make any plea to the statements of charge.
Mr Junn’s supporting affidavit dated 8 July 2019 contained evidence concerning the way in which Mr Huang had complied with the Court’s orders concerning service of the orders made on 20 May 2019 and reasons for making those orders and of PEEQ’s failure to comply with the orders. It also contained:
(1)Evidence of an email sent by Mr Liao to Mr Junn on 6 June 2019. Mr Junn said that, as at 8 July 2019, that was the only communication received from PEEQ. It was sent from an email address which appeared to come from Mr Liao at “@yahoo.com” and it said (as written, emphasis added):
Dear Mr Donald Junn,
In relation to the matter between Shaun Huang v PEEQ Global Education Pty Ltd I wish to advise that I Graham Liao (Director as of the 1st June 2019) received the Registered Post Orders dated 20 May 2019 in Samoa on the 4th of June. I also confirm that Jingwen Liao as of the 1st of June 2019 resigned as a Director and I further advise that I am still in Samoa. I advise that I am the only person that holds the accounts at this time and therefore can only provide you an electronic copy of the MYOB file in relation to financial records of PEEQ Global Education Pty Ltd.
Please advise a direct email address to the person/s that wish to review the accounts and in what format they would like them in. Please also note that I no longer have a VuStar email address and the best email address to contact myself is [redacted]@peeq.com.au.
(2)On 11 June 2019, Mr Junn sent an email to Mr Liao at [redacted]@peeq.com.au referring to the 6 June 2019 email, reiterating the content of order 1 made on 20 May 2019 and going on to state:
We have strong doubts as to whether your proposed emailing of an MYOB file will constitute full compliance with her Honour’s orders (such as a file likely containing only a small subset of the financial records in question), however that is something we can better assess when we are in receipt of the file. Please email it to the writer at [redacted]@dixonholmes.com.
In his affidavit sworn on 16 August 2019, Mr Junn deposed to service of the interlocutory process in relation to orders for contempt, the statements of charge and the supporting affidavit on PEEQ at its registered office on 19 July 2019. He also deposed to causing letters to be sent by post to Ms and Mr Liao at Ms Liao’s residential address in Queensland on 30 July and 16 and 18 August 2019.
On 17 October 2019, apparently in response to an email sent to Mr Junn and Mr Liao by the Court’s Registry on that day requesting proposed draft short minutes of order from them, Mr Liao sent an email to the Court’s Registry and Mr Junn at 4.02 pm (Sydney time) as follows (as written):
I am unable to attend to my affairs and I am attempting to make arrangements to get my affairs in order to my best. I am on 4 hourly Oxynorm injection a drug that makes you sleepy and not able to concentrate to well. I attach a letter from my Doctor Dr Espinet that I received yesterday. The records are on digital file and a password is required to connect and this will be sent to the Lawyer in the next few days once I have a safe copy made that way the master file is not at risk from being damaged by the lawyer or another file Jingwen Liao is no longer involved with this and does not have the skill in any case to help me do this and I have done this all along. I am on oxygen all the time and a lot of medication that slows me down. I please ask that I am given a week or 2 to get this resolved. I called Dixons Lawyers some time back when I was in hospital and I don't know if I made cents, but I was told to write a letter and not to call again.
Please see attached Dr letter and please be advised I will do my best. The 75% shareholder also advised that they advised the other Director was dismissed as a Director some time last year something I have not look at in full yet. It was at a meeting his representative attended.
The ‘Dr letter’ referred to in this email comprises two pages which appear to be a photograph of a letter dated 15 October 2019 on the letterhead of “The Pain Doctors”, which appears to be a medical clinic in Benowa, Queensland. The letter sets out a history of Mr Liao’s admissions to hospital on 29 July 2019, 18 August 2019 and 30 September 2019, his diagnosed conditions, and a history of home visits, including the fact that there was one home visit booked for “one week” after 11 October 2019. The notes for 11 October 2019 review indicates that Mr Liao was “feeling a bit better but still unable to lay flat in bed at home” and he was oxygen dependent at home.
A further email was sent by Mr Liao to the Court’s Registry and Mr Junn on 17 October 2019 at 4.33 pm (Sydney time) as follows:
From my understanding Shaojun Huang is not a Director of PEEQ Global Education Pty Ltd and I need to get legal advice as to if he can do what he is in relation to PEEQ Global Pty Ltd in the matter NSD153/2019 as he may not be privileged to information he is asking for however there was info given to him via his representative at M & K Lawyers last year. I ask for time to manage this as my last email due to my health.
The Court understood these emails to be a request for adjournment, albeit that the email sent at 4.02 pm appears to be more directed to addressing the failure to provide the required financial information to Mr Huang than to addressing the interlocutory application.
Via its Registry, at 5.33 pm on 17 October 2019 (Sydney time), the Court offered Mr Liao the opportunity to appear by telephone at the hearing on 18 October 2019 to address any adjournment application he sought to make. There was no response from Mr Liao.
The Court was satisfied that the hearing should not be adjourned because, as submitted by senior counsel for Mr Huang, none of PEEQ or Ms Liao or Mr Liao had engaged with the proceedings before the late afternoon of the day before the hearing. While there is some evidence that Mr Liao has suffered a serious condition requiring his hospitalisation on three occasions between 29 July and 30 September 2019, he was able to send emails on 17 October 2019, but did not respond to the Court’s offer to allow him the opportunity to make submissions in relation to the adjournment application by telephone.
The Court proceeded to hear the application; evidence was read and submissions made by Mr Young. The Court stood the matter over. The Court’s Registry sent an email to Mr Junn and Mr Liao at his email address at [redacted]@yahoo.com (from which he had communicated with the Court on 17 October 2019) advising that the matter had been stood over to 2.15 pm on 21 October 2019.
On 21 October 2019, for reasons not presently relevant, the Court dismissed the application filed on 16 July 2019 but, having regard to all of the circumstances, the Court indicated that it would be prepared to entertain a further application under s 290 of the Corporations Act. The necessity for the further application related to the nature of the order made on 20 May 2019 which required production at a specific time.
RESOLUTION
The Court was satisfied that it was appropriate to make orders generally to the effect of the orders sought in the most recent application, for substantially the same reasons as given on 20 May 2019.
Mr Liao has indicated that he has possession of the financial records. While he is not a director according to ASIC’s record, he says that he is a director. There is no evidence, other than a vague surmise on Mr Liao’s part, to indicate that Mr Huang is not a director of PEEQ. Certainly there is nothing in the minutes of the shareholders meeting held in April 2018 which would indicate that Mr Huang has ceased to be a director. ASIC’s record indicates that nothing has changed since Mr Huang first became a director. While it is open to Ms Liao to resign as a director, there is no evidence that she has, other than Mr Liao’s emails, and they are not sworn evidence.
Mr Huang is interested in the subject matter of this application both as a director and through PGI. It is an extremely serious matter for a director to be denied access to a company’s financial records. The circumstances in which the financial records have not been provided are serious. The reticence to be forthcoming as to the way in which subscription moneys have been disbursed appear to warrant investigation by Mr Huang and they may warrant regulatory attention should Mr and Ms Liao fail to comply with the Court’s orders.
The Court made the costs order sought by Mr Huang in light of the evidence that:
(1)Mr Liao has the required financial records, but despite knowing of Mr Huang’s ongoing requests for access to them and the Court’s orders made on 20 May 2019, he has failed to provide them. Mr Liao’s conduct is such that it would appear that it is at least likely that he is an actual or de facto director of PEEQ.
(2)From ASIC’s record, Ms Liao is an actual director of PEEQ at the time the prior application was made and appears still to be a director. There is no evidence that she has taken any steps to give effect to Mr Huang’s right to access to the financial records under s 290 or the Court’s orders made on 20 May 2019.
(3)Mr and Ms Liao were served with notice of this application and have not elected to appear.
(4)This application was necessitated by an ongoing failure over two years to give effect to Mr Huang’s right under s 290.
For completeness, the Court has not made an order that PEEQ provide ongoing access to its financial records to Mr Huang at all reasonable times. PEEQ is already obliged to do that under s 290 and the order would require the Court’s constant supervision. In Australian Competition and Consumer Commission v Dataline.Net.Au Pty Ltd [2007] FCAFC 146, 161 FCR 513, the Full Court (Moore, Dowsett and Greenwood JJ) said at [110]:
We are inclined to think that in general, a court order requiring a person to conduct themselves in a particular way when a statute requires that conduct in any event, will add little to the statutory prescription or proscription and the statutory sanctions attending non-compliance. We accept that such an order may add the possibility of imprisonment for contempt where the relevant contravention would not otherwise lead to that consequence. However, if Parliament has not provided for imprisonment in connection with a contravention, it may not be appropriate for a court to enjoin such conduct simply in order to create the possibility of imprisonment. While Parliament has provided for an injunction as a possible remedy, it may be doubted that it intended that an injunction would be a remedy granted in the ordinary course in the face of the statutory sanctions Parliament has itself provided. Moreover, a Court has an interest in maintaining the efficacy of injunctive relief which requires that orders be respected. They will only be respected if they consistently serve a useful purpose and if breaches are discovered and punished. It may also be doubted that a court order requiring conduct which a statute otherwise requires will be seen to have some greater or different significance to the statutory requirement.
PEEQ’s continued failure to provide Mr Huang with access to its financial records might be a basis for other remedies, such as an application for its winding up on the just and equitable ground, should such conduct continue. Of course, any such application would need to be considered on its merits and in the light of all relevant evidence which might be available at that time.
I certify that the preceding thirty (30) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Farrell. Associate:
Dated: 11 December 2019
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