Re Keldane Pty Ltd (in liq)

The liquidators of Keldane Pty Ltd sought an order to terminate the winding up of the company. The respondents, appointed administrators, argued that the winding up should continue. The case was heard in the Federal Court of Australia. The central issue before the court was whether the material provided to the creditors was sufficient to validate their resolution to terminate the winding up. The court also had to determine whether the creditors' approval was required before or at the time of the appointment of the administrators, in accordance with sections 436B(2) and 482(1) of the Corporations Act 2001.

The court found that there was doubt about whether the creditors' resolution would have been passed had they been presented with the material before them. This uncertainty led the court to conclude that the material was insufficient to validate the resolution. Regarding the timing of the creditors' approval, the court held that the approval must be given before the appointment of the administrators, in line with the provisions of the Corporations Act. This interpretation ensured that the creditors' role in the process was properly observed.

As a result of these findings, the court determined that the winding up could not be terminated based on the creditors' resolution. The appointment of the administrators was validated, as the court found that the resolution process did not comply with the statutory requirements. The final orders reflected this, affirming that the winding up would continue under the existing administration.