In the matter of Novion Limited

Novion Limited applied to the court for an order convening a meeting of its members to consider a scheme of arrangement for the reconstruction of the company. The court was required to decide whether the scheme was sufficiently explained and whether there was any obvious flaw. The explanatory statement provided by the company was comprehensive, disclosing all necessary matters. The court noted that there was no commercial reason why the scheme could not be approved, and the Australian Securities and Investments Commission had been notified of the scheme.

The court considered the application of the trustees of the managed investment scheme in conjunction with the company's scheme of arrangement. The trustees proposed to amend the trust deed to enable the scheme. The court had to determine whether the trustees were justified in making this constitutional amendment. The court found that the trustees had acted within their powers and had a valid reason to amend the trust deed to facilitate the scheme. The court concluded that the scheme was sufficiently explained and did not contain any obvious flaws. The trustees were justified in making the constitutional amendment to enable the scheme.