In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd

The plaintiffs, Greenaway and others, sought the reinstatement of Auzhair Supplies Pty Ltd, a deregistered company, and relief against Auzhair 1 Pty Ltd, the first defendant. The plaintiffs alleged that they were unfairly prejudiced and oppressed by the deregistration of Auzhair Supplies Pty Ltd due to outstanding liabilities under a loan agreement. They sought the appointment of a liquidator to wind up the company upon reinstatement and the rectification of the share register of the first defendant to reinstate them as shareholders. The plaintiffs claimed they were removed from the register without notification and that this non-compliance with the Corporations Act resulted in their unfair prejudice.

The court had to determine whether the plaintiffs were unfairly prejudiced by the deregistration and share cancellation. It had to consider whether the plaintiffs had the right to be notified of the cancellation of their shares and whether their removal from the register constituted oppression or unfair prejudice under the Corporations Act. The court also needed to decide if the plaintiffs should be reinstated as shareholders of the first defendant and if the company should be wound up upon reinstatement.

The court held that the plaintiffs were indeed unfairly prejudiced and oppressed by the deregistration of Auzhair Supplies Pty Ltd. It found that the plaintiffs were entitled to be notified of the cancellation of their shares and that their removal from the register without such notification constituted oppression. The court ordered the reinstatement of the company, the appointment of a liquidator to wind up the company upon reinstatement, and the rectification of the share register of the first defendant to reinstate the plaintiffs as shareholders. The court ordered a compulsory purchase of the plaintiffs' shares in the first defendant. The onus of establishing consent or lack of consent to share cancellation lay on the applicants for rectification of the register.

The court's decision resulted in the reinstatement of Auzhair Supplies Pty Ltd, the appointment of a liquidator, and the rectification of the share register to reinstate the plaintiffs as shareholders. The compulsory purchase of the plaintiffs' shares in the first defendant was also ordered.