Premraj v Irani
[2006] VSC 3
•3 February 2006
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL AND EQUITY DIVISION
CORPORATIONS LIST
No. 4217 of 2005
IN THE MATTER OF CARSTEN PTY LTD
| MARY EUGENE PREMRAJ & ORS | Plaintiffs |
| v | |
| BOMAN NOSHERWAN IRANI & ORS | Defendants |
---
JUDGE: | Mandie J | |
WHERE HELD: | Melbourne | |
DATE OF HEARING: | 29-31 August 2005 | |
DATE OF JUDGMENT: | 3 February 2006 | |
CASE MAY BE CITED AS: | Premraj v Irani | |
MEDIUM NEUTRAL CITATION: | [2006] VSC 3 | |
---
CORPORATIONS – insolvent company conducting substantial litigation – dispute between shareholders – application to set aside debenture charge – application to wind up company in insolvency.
---
APPEARANCES: | Counsel | Solicitors |
| For the Plaintiff | Mr R Berglund QC Mr P Bravender-Coyle | Chiodo & Madafferi |
| For the Defendant | Mr P G Nash QC | Comlaw |
HIS HONOUR:
The parties in this proceeding are:
| Mary Euguene Premraj (“Mrs Premraj”) | First plaintiff | Wife of second plaintiff; former beneficial owner of 2 of 12 shares in Carsten |
| Caralapati Premraj (“Mr Premraj”) | Second plaintiff | Husband of first plaintiff; former holder of 2 of 12 shares in Carsten |
| Victoria Hall (Aust) Pty Ltd (“Victoria Hall”) | Third plaintiff | Holder of 10 of 12 shares in Carsten |
| Boman Nosherwan Irani (“Mr Irani”) | First defendant | Husband of second defendant; current director of Carsten and Thirteenth Corp |
| Homai Irani (“Mrs Irani”) | Second defendant | Wife of first defendant; current director of Carsten |
| Thirteenth Corp Pty Ltd (“Thirteenth Corp”) | Third defendant | Company controlled by Mr Irani; party to Litigation Deed |
| Carsten Pty Ltd (“Carsten”) | Fourth defendant | Plaintiff in Carsten – Law Mortgages proceeding |
By originating process filed 19 January 2005 Mr and Mrs Premraj sought an order, pursuant to s.236 of the Corporations Act 2001 (Cth) (“the Act”), granting them leave to intervene in proceeding number 2082 of 2000[1] in which Carsten is the plaintiff (“the Carsten – Law Mortgages proceeding”) for the purpose of taking responsibility on behalf of Carsten for the proceeding or for taking steps in that proceeding.
[1]Referred to in the originating process as proceeding F.5196, which was its designation when the proceeding was in the Commercial List.
The originating process has since been expanded by amendment to seek a variety of other orders. Insofar as relevant, the orders sought, and their current status, are as follows:
(a)The order granting leave to the plaintiffs to intervene in the Carsten – Law Mortgages proceeding was, by the time of the conclusion of the trial, no longer sought. The reason why the order was no longer sought was that the defendants ultimately did not resist another order (referred to below) which added to the membership of the board of directors of Carsten so that the “Premraj camp” would obtain the capacity to control Carsten.
(b)An order setting aside the issue of a total of 3032 shares in Carsten to Thirteenth Corp. This order was not resisted by the defendants and will be made.
(c)Orders were sought in relation to a purported general meeting of the members of Carsten held on 27 May 2005. The purpose of these orders was to validate the appointment of additional directors to the board of Carsten. It is unnecessary to make these orders as the defendants did not oppose the making of the declaration that is next mentioned.
(d)The plaintiffs sought a declaration that Mr and Mrs Premraj and one Don Titus Rajapaksha (“Rajapaksha”) were validly appointed and elected as directors of Carsten at the general meeting of the members of Carsten held on 27 May 2005. That declaration was not opposed by the defendants and I am satisfied that the declaration should be granted with the consequence that as from 27 May 2005 there were additional directors of Carsten namely Mr and Mrs Premraj and Rajapaksha. The making of that declaration renders it unnecessary to give the plaintiffs leave to intervene in the Carsten – Law Mortgages proceeding, as was acknowledged by Senior Counsel for the plaintiffs.
(e)The plaintiffs seek an order restraining Thirteenth Corp from exercising its powers under a debenture charge granted to it by Carsten on 8 October 2004 and an order setting aside that debenture charge. These orders are opposed by Thirteenth Corp. This issue is the only substantive issue remaining in the proceeding.
There is however another proceeding that was heard at the same time and I will also deal with the issues in that proceeding in these reasons for judgment. That proceeding is number 7309 of 2005 in which Mr Irani and Thirteenth Corp are plaintiffs and Mr and Mrs Premraj and Victoria Hall are defendants. The relief sought in that proceeding is an order for the appointment of a receiver to all of the assets and undertaking of Carsten. Alternatively, in that proceeding, the plaintiffs seek an order that Carsten be wound up in insolvency under the provisions of the Act.
Despite the considerable reduction of the issues between the parties by the time the trial had concluded, it is necessary to set out the factual background to the proceeding in some detail in order to determine the issues that remain in this proceeding and in proceeding number 7309 of 2005.
Origins of the dispute
The detail of the origins of the dispute between the “Premraj camp” and the “Irani camp” were not the subject of specific evidence. However, it appeared that, prior to 1998, Mr Premraj and Mr Irani had had mutual business interests in property developments. A so-called “Overriding Deed” dated 26 February 1998 was executed between the Irani Group (defined as Mr Irani, Thirteenth Corp and two other companies) and the Premraj Group (defined as Mr Premraj, Carsten and two other companies) to bring those business interests to an end. The Overriding Deed apparently deals with the manner in which some $4.5M plus interest is to be paid to, or recouped by, the Irani Group from the Premraj Group. The details are not presently relevant. There is also an “Addendum to the Overriding Deed”, dated 19 April 1999 which, in a recital, makes reference to the same debt of $4.5M but neither Mr Premraj nor Mrs Premraj nor Carsten, are parties to the Addendum.
The Litigation Deed
Thirteenth Corp’s involvement in the Carsten – Law Mortagages proceeding stems from a deed executed on 16 September 1999 between Mr and Mrs Premraj and Thirteenth Corp (“the Litigation Deed”). Under the Litigation Deed, Mr and Mrs Premraj, purportedly as the “sole shareholder” of Carsten, authorise Thirteenth Corp to commence litigation in the name of Carsten against Law Mortgages Queensland Pty Ltd and/or the receivers of Carsten for breach of good faith and a duty of care in the exercise of their functions as mortgagee in possession and/or receiver of certain premises at 471 Little Bourke Street, Melbourne.
The Litigation Deed recited that Mr and Mrs Premraj were presently unable to fund any litigation by Carsten and that they were desirous of transferring their shares in Carsten to Thirteenth Corp to enable it to conduct litigation on behalf of Carsten and to allow the directors of Thirteenth Corp to become directors of Carsten.
The Litigation Deed provided that in consideration of Thirteenth Corp agreeing, inter alia, to pay for all of the costs of any litigation against Law Mortgages Queensland Pty Ltd and/or the receivers of Carsten and agreeing to pay Mr and Mrs Premraj $10,000 per month during the pendency of the litigation, Thirteenth Corp might commence litigation by Carsten against Law Mortgages Queensland Pty Ltd. The Litigation Deed also provided for Mr and Mrs Premraj to transfer their two shares in Carsten to Thirteenth Corp, such shares to remain with Thirteenth Corp during the pendency of the litigation. The Litigation Deed further made provision as to the distribution of any fruits of the proposed litigation. Among other things, the proceeds of the proposed litigation were to be applied to a number of payments to the Irani camp, including the “payment of the sum or any shortfall in the sum owing by Carsten to Thirteenth Corp under the Overriding Deed or any Addendum thereto”.
There was also a warranty by Mr and Mrs Premraj in the Litigation Deed that Mr Premraj as trustee for Mrs Premraj held two shares in Carsten and that there were no other shares “other than ten shares transferred to [Mrs Premraj] by Victoria Hall”.[2]
[2]Such a transfer has never been registered and the 10 shares remain in the name of Victoria Hall.
Steps following the Litigation Deed
On 21 September 1999, Carsten (by its then sole director Rajapaksha[3]) resolved:
·To approve a share transfer to Thirteenth Corp;
·That Mr Irani be appointed a director of Carsten;
·To consent to the commencement of litigation in its name against Law Mortgages Queensland Pty Ltd “to be commenced by Dr Irani” [sic];
·To appoint Mr M R Gaylard of Rogers & Gaylard as the solicitors to commence the litigation.
[3]He resigned as a director on 1 March 2001.
A further deed was executed on 22 September 1999 between Mr and Mrs Premraj of the one part and Thirteenth Corp of the other part (“the Gaylard Deed”). The recitals to the Gaylard Deed referred to the Litigation Deed and the proposed Carsten – Law Mortgages proceeding and then recited that:
“in order to avoid the possible difficulties which would be caused to the conduct of the proposed litigation by a decision deadlock, the parties now wish to grant this irrevocable power of attorney to Michael Robert Gaylard as a partner of Rogers & Gaylard, the solicitors the parties wish to engage to conduct the litigation. In the event of a deadlock, the parties wish the attorney to continue with the litigation until either it is concluded or the parties agree on new instructions to their attorney.”
By the operative provisions of the Gaylard Deed, an entity called “THE COMPANY” appointed Mr Gaylard “to be the attorney of the parties and to the extent permitted by the Court in the name and on behalf of the parties and the Company” to do various acts including conduct legal proceedings.[4] The Gaylard Deed concluded by providing that the power created by the Deed had been given for valuable consideration and was “irrevocable for the duration of the litigation proposed …”.
[4]Curiously the word “COMPANY” is not defined but the words appear to be intended to refer to Carsten (and not Thirteenth Corp) although Carsten is not a party to the Deed.
On 19 October 1999, the then directors of Carsten (Rajapaksha and Mr Irani) resolved as follows:
“ADr Irani is a director of Carsten Pty Ltd (In Receivership) ACN 066 888 088 and a director of Thirteenth Corp Pty Ltd ACN 007 380 449 and is the controlling director of the Irani Group of companies as referred to in the document known as the Overriding Deed executed by Dr Irani with the Irani Group of Companies and the Premraj Group of Companies as therein defined on 26 February 1988.
BThe shareholders of Carsten Pty Ltd, entered into a Deed of Agreement with Thirteenth Corp, being a company controlled by Dr Irani, to enable him to commence an action in the name of Carsten Pty Ltd against Law Mortgages Queensland Pty Ltd with respect to loss and damage suffered by his company Thirteenth Corp and by Carsten Pty Ltd in connection with the premises located at 471 Lt. Bourke Street (“the Deed of Agreement”).
CThe directors of Carsten hereby resolve that under the Overriding Deed, Dr Irani is entitled to determine that the Payment Amount of $4.5M plus interest as set out in paragraph 2.1 of the Overriding Deed be repaid within 7 days of demand as set out in clause 8.1 of the Overriding Deed.
RESOLVED:
That in consideration of Dr Irani by himself and on behalf of the companies under the Irani Group forbearing to demand the immediate repayment of the sum of $4.5M with interest, Don Titus Rajapaksha agrees with Dr Irani that upon Carsten ceasing to be in receivership and not being in liquidation, Dr Irani or the Irani Group shall receive absolutely the equivalent dollar value represented by the Payment Amount which the Irani Group is entitled to receive under and pursuant to the Overriding Deed to be paid either by transfer of any remaining floors or units of 471 Lt. Bourke Street or in cash.”
The Carsten – Law Mortgages proceeding
Rogers & Gaylard filed a writ dated 21 August 2000 in this Court (proceeding number 2082 of 2000) in which Carsten was plaintiff and Law Mortgages Queensland Pty Ltd was first defendant. Various causes of action for damages were pleaded, including unconscionable conduct, breach of collateral warranty, misleading and deceptive conduct and breach of the duty of a mortgagee in possession, all based upon events surrounding a project involving the redevelopment of a building and sales of apartments at 471 Little Bourke Street, Melbourne. Law Mortgages Queensland Pty Ltd filed and served a counterclaim against Carsten and, pursuant to a guarantee, against Mr Premraj. Mr Premraj is likely to be a principal witness in the Carsten – Law Mortgages proceeding as he was a director of Carsten at the time of events relevant to the proceeding. He has attended conferences with counsel and is aware of the general conduct of the proceeding including the retainer of certain persons for the purposes of giving expert evidence in the proceeding.
By the year 2000, Carsten had no assets. On 1 June 2001 the Court ordered that the Carsten – Law Mortgages proceeding be stayed, in effect, unless and until security for costs were provided as therein required.
By a deed of indemnity dated 21 August 2001, Mr Irani, who was at that time the sole director and secretary of Carsten, provided an appropriate indemnity in relation to security for costs in respect of the Carsten – Law Mortgages proceeding. Mr Irani also covenanted that he had made arrangements to cause the issue of a bank guarantee in favour of Carsten in the sum of $300,000 to secure the said indemnity. The said bank guarantee (from St George Bank Ltd), dated 12 September 2001, was in fact secured by Mrs Premraj and not by Thirteenth Corp or Mr Irani. Mrs Premraj pays an annual fee of $7,500 to St George Bank Ltd to maintain the guarantee.
Thirteenth Corp has paid a substantial part of the costs incurred to date in the Carsten – Law Mortgages proceeding. However, among the costs and fees incurred by Carsten in that proceeding are the following:
| Date of bill or invoice | Creditor | Amount | Whether paid and by whom |
| 16/5/01 | Rogers & Gaylard | $35,500 | Mr Premraj paid $30,000 on 18/5/03 |
| 28/2/02 | Rogers & Gaylard | $45,000 | Unpaid but disputed |
| 22/2/03 | National Transcript Services Pty Ltd | $237.50 | Unpaid |
| ? | Inpact McDonald Carter Pty Ltd | $14,000 | Mrs Premraj paid this account on 29/7/03 |
| 23/6/03 | Mr Gaylard re counsel’s fees | $21,905.44 | Unpaid |
| 9/1/04 | Mr Gaylard re counsel’s fees | $3,960 | Unpaid |
The evidence also shows that Mr Premraj has paid, direct to counsel, fees incurred in the proceeding other than those listed above “in the order of $50,000”.
On 11 March 2003 Master Kings granted leave to Carsten to amend its statement of claim in the Carsten – Law Mortgages proceeding. On 22 July 2004 an appeal from Master Kings’ order was dismissed by Cummins J. No amended statement of claim has been filed and no further steps taken since then in the Carsten – Law Mortgages proceeding.
The Premraj – Thirteenth Corp proceeding
By writ filed in this Court on 1 April 2004 (proceeding number 2011 of 2004 – “the Premraj – Thirteenth Corp proceeding”), Mr and Mrs Premraj as plaintiffs sought a declaration that the Litigation Deed had been terminated (alternatively specific performance thereof). Their statement of claim in substance alleged that Thirteenth Corp had repudiated the Litigation Deed by ceasing to pay the costs of the Carsten – Law Mortgages proceeding, and by ceasing to pay to Mr and Mrs Premraj the monthly sum of $10,000 during the pendency of that proceeding (as required by the Litigation Deed). The pleading then alleged that the plaintiffs had accepted that repudiation and terminated the Litigation Deed.
A defence and counterclaim was filed on behalf of Thirteenth Corp in the Premraj – Thirteenth Corp proceeding on 13 December 2004. The defence pleaded, inter alia, that Thirteenth Corp was discharged from any obligation to perform the “purported” agreement (i.e. the Litigation Deed). The counterclaim sought restitution of the sum of $436,353 allegedly paid to Mr and Mrs Premraj in the mistaken belief that the payments were required under the Litigation Deed. The pleading asserted that a further sum of $120,000 was paid under the “purported” agreement.[5]
[5]That is apparently a reference to twelve monthly payments of $10,000 on the basis that it was not intended that the monthly payments to Mr and Mrs Premraj under the Litigation Deed be made for longer than twelve months, despite the express terms of the Litigation Deed that the payments were to be made during the pendency of the litigation.
The position of Victoria Hall
It appeared to be the case, when this proceeding commenced, that Victoria Hall was still registered as the holder of 10 of the 12 shares in Carsten but that Victoria Hall had been deregistered as a company on 15 December 2002. It seemed that, if Victoria Hall were reinstated (as it subsequently was on 7 January 2005), that it could control Carsten. However, it was later discovered by the plaintiff that Carsten had issued additional shares to Thirteenth Corp. As I indicated at the outset, the defendants do not oppose the cancellation of those additional shares. The result is that the Premraj camp holds the majority of shares in Carsten and will also have a majority on the board of directors by virtue of the declaration referred to in para 3(d) above.
Oral evidence
Mr and Mrs Premraj were cross-examined on their affidavits. Mr Gaylard gave evidence and was also cross-examined. Mr Irani was cross-examined on his affidavit. A good deal of the subject-matter of the viva voce evidence is now irrelevant having regard to the issues ultimately left for determination.
Mrs Premraj gave evidence that the Litigation Deed was entered into because Carsten had no funds and Mr Premraj was bankrupt at that time. Mrs Premraj said, in relation to the financing of the continuing conduct of the Carsten – Law Mortgages proceeding, that the necessary funds “will be arranged through my husband” but did not specify how. Mr Premraj was cross-examined on the same topic. He said that he had no assets and some income (unquantified). He said that the source of financing for the future conduct of the Carsten – Law Mortgages proceeding would be his wife’s assets, namely, their residence in Geelong worth about $3M (which was subject to a mortgage of $1.2M) and one unit at Level 11, 471 Bourke Street Melbourne (worth about $1M and subject to a mortgage of $700,000). Mr Premraj said that as yet no finance had been sought or arranged.
Mr Premraj, although offering some explanation for non-payment under the Overriding Deed, appeared to acknowledge that $4.5M was still owing from the Premraj camp to the Irani camp.
Mr Gaylard gave evidence that the firm of Rogers & Gaylard had ceased practice on 19 December 2003 and that he was now a consultant with Tolhurst Druce and Emmerson. Mr Gaylard said that when he demanded payment of unpaid disbursements from Thirteenth Corp/Mr Irani, the response was that Mr Irani intended to pay counsel’s fees but that Mr Gaylard had already been “placed in more than sufficient funds”.[6] Mr Gaylard said that after various amounts were written off during a “reconciliation process” in which Mr Irani had participated, there was a balance owing to him of $53,272.28 in relation to the Carsten – Law Mortgages proceeding. He added that a member of counsel had obtained a judgment against him for unpaid fees in relation to that proceeding. Cross-examination of Mr Gaylard disclosed that there was considerable confusion in relation to what was owing to him and that he had been requested to provide a bill in taxable form but had never done so due to the cost involved. He agreed that Rogers & Gaylard had been paid some hundreds of thousands of dollars in relation to the Carsten – Law Mortgages proceeding by Thirteenth Corp (or from the Irani camp).
[6]See exhibit “F”.
As I understood it, Mr Irani gave evidence that payments made by him, or his entities, in relation to the Carsten – Law Mortgages proceeding (including payments made to Mr and Mrs Premraj) totalled $746,607.[7] Mr Irani said that there had been a complete breakdown of trust between himself and Mr Premraj and that he had no confidence in Mr Premraj. Mr Irani said that he had ceased making payments under the Litigation Deed due to the “unilateral repudiation” of that Deed by Mr Premraj. In cross-examination Mr Irani attempted to explain how it was that he had paid $560,000 to Mr and Mrs Premraj under the Litigation Deed when he believed that there was a “gentlemen’s agreement” that the payments should be limited to a period of twelve months (i.e. $120,000).
[7]See exhibit “17”.
The position of the defendants
The defendants submitted that the status of the Litigation Deed was in issue in the Premraj – Thirteenth Corp proceeding. That submission was no doubt made as a ground for opposing the order initially sought by the plaintiffs for leave to intervene in the Carsten – Law Mortgages proceeding, but once it became clear that such leave was no longer necessary or required, the said submission became somewhat irrelevant to this proceeding. It is clear to me that both the plaintiffs and the defendants now recognise that the Litigation Deed is no longer operative – their dispute is as to the legal responsibility for this – in essence, which side repudiated the Deed? That is not in issue in this proceeding. In any event, what was made clear on behalf of the defendants was that they no longer had any desire or intent to conduct the Carsten – Law Mortgages proceeding. Mr Irani’s real concern was to extricate himself from the indemnity given by him as security for costs.
It was stated on behalf of the defendants that Mr Irani wanted to “get out of” the Carsten – Law Mortgages proceeding if he could but that the best solution was for a liquidator or receiver to be appointed to Carsten because Carsten was clearly insolvent.
The debenture charge
The plaintiffs submitted that the grant by Carsten of a debenture charge to Thirteenth Corp on 8 October 2004 was contrary to the interests of the members of Carsten within the meaning of s.232 of the Act and that the debenture charge should be set aside or its enforcement restrained under s.233 of the Act. The plaintiffs contended that the granting of the debenture charge manifested Mr Irani’s intent to control Carsten and to protect his own interests at the expense of the members of Carsten, in particular Victoria Hall (and, it was suggested, Mr and Mrs Premraj).
It was submitted that the charge was created to protect the position of the minority shareholder and creditor, Thirteenth Corp, and that, in effect, there was no reason, so far as the interests of Carsten were concerned, to transform Thirteenth Corp from an unsecured to a secured creditor.
On the other hand, the defendants submitted that, at the time of creation of the debenture charge, Thirteenth Corp was both a creditor of Carsten and the only existing shareholder, given that Victoria Hall was at that time deregistered. Further, it was submitted that the existence of the debt to Thirteenth Corp had been acknowledged by Carsten in the directors’ resolution of 19 October 1999.[8] The resolution was passed by the then two directors, one of whom was in the Premraj camp (Rajapaksha).
[8]See para 14 above.
I am satisfied that the granting of the debenture charge was contrary to the interests of the members of Carsten. The majority shareholder in Carsten at that time was the holder of the twelve shares in Carsten (whether that holder is to be taken to be Victoria Hall, Mrs Premraj, or, more likely, ASIC[9]).
[9]See s.601AD of the Act.
The granting of the debenture charge served only the interests of Thirteenth Corp and served no identifiable interest of Carsten or its members or its majority shareholder. It served the purposes and interests of Thirteenth Corp to have the potential to maintain control of Carsten given that the Litigation Deed, one way or another, was inoperative or at an end. Given that Carsten was completely insolvent, it also served the interests of Thirteenth Corp to seek to obtain priority over other unsecured creditors of Carsten, such as the various persons unpaid in relation to the conduct of the Carsten – Law Mortgages proceeding, in case that proceeding should bear fruit. It was also, perhaps, a useful bargaining chip in the disputes that the Irani camp had with the Premraj camp.
It will be ordered that the said debenture charge be set aside and that Thirteenth Corp provide a discharge thereof.
Proceeding no. 7309 of 2005
It is convenient to deal first with the application by Mr Irani and Thirteenth Corp (“the applicants”) for an order that Carsten be wound up in insolvency.
In substance, it was submitted on behalf of the applicants that Carsten had substantial unpaid debts, including to Thirteenth Corp, and was undeniably insolvent. Further, a liquidator could objectively evaluate the question whether, and, if so, how, the Carsten – Law Mortgages proceeding ought be continued. In the absence of a winding up order, the new board of Carsten would probably be involved in insolvent trading unless the existing debts were paid out.
On behalf of Mr and Mrs Premraj and Victoria Hall (“the respondents”) it was submitted that it was not in the interests of Carsten that a liquidator be appointed and that new board (which included Mr Irani) should be permitted to run the company. The costs of a liquidator would, it was submitted, end any realistic chance of the Carsten – Law Mortgages proceeding being continued successfully.
As I understood it, the respondents did not contend that there was no legal basis for a winding up order. In any event, I consider that the Court’s power to make an order under ss.459P of the Act cannot on the uncontradicted evidence be the subject of doubt. Rather, the respondents sought that the Court exercise its discretion to refuse such an order.[10]
[10]See s.467(1) of the Act.
In my opinion, a winding up order should be made. Carsten is insolvent and has substantial unpaid debts; the applicants are entitled to the order sought. There is no good reason, in the Court’s discretion, for refusing a winding up order. From the discretionary point of view, it is not in the public interest for this wholly insolvent company to now continue under the control of its directors. Moreover, with the shareholders and directors involved in continuing litigation and disputation, there is every good reason to interpose an objective controller to ascertain the precise liabilities of Carsten and to determine the ultimate fate of Carsten’s litigation.
Orders
In this proceeding the following orders will be made:
1.The following shares issued by Carsten Pty Ltd to Thirteenth Corp Pty Ltd be cancelled:
(a)200 shares issued on 10 November 2003
(b)2350 shares issued on 28 January 2004
(c)482 shares issued on 8 March 2005
2.Mary Eugene Premraj, Don Titus Rajapaksha and Caralapati Premraj are deemed to have been validly appointed as directors of Carsten Pty Ltd at a general meeting of shareholders held on 27 May 2005.
3.The registered debenture charge dated 8 October 2004 created by Carsten Pty Ltd in favour of Thirteenth Corp Pty Ltd be set aside and Thirteenth Corp Pty Ltd forthwith provide to Carsten Pty Ltd a registrable discharge of the said debenture charge.
4.The originating process is otherwise dismissed.
I will hear the parties on the question of costs.
In proceeding number 7309 of 2005 a winding up order will be made in relation to Carsten Pty Ltd.
0
0