Re Murray River Organics Ltd

In the matter of Murray River Organics Ltd (MRO), the company, its current and former directors, and officers applied to the Court for relief from civil liability in respect of their failure to lodge certain forms and comply with financial reporting obligations under the Corporations Act 2001 (Cth). The relief was sought under section 1322(4) of the Act, specifically for an order relieving the company and its directors and officers from any civil liability in respect of the failure to lodge an opt-in notice and comply with financial reporting obligations. The application also sought an extension of time for the company to lodge the opt-in notice.

The primary legal issues before the Court were whether the company and its directors and officers acted honestly and whether any substantial injustice would be caused to any person by the statutory non-compliance or by the making of the proposed orders. The Court also needed to decide whether it was just and equitable to grant an extension of time for the company to lodge the opt-in notice.

The Court found that the failure to lodge the opt-in notice was due to inadvertence rather than any deliberate disregard of the company's obligations. The Court was satisfied that all persons concerned acted honestly and that no substantial injustice had been or was likely to be caused to any person by the contravention or by the making of the proposed orders. The Court also found that it was just and equitable to grant an extension of time for the company to lodge the opt-in notice. The Court exercised its residual discretion under section 1322(6) of the Act and granted the relief sought by MRO.

The Court ordered that the time specified by ASIC Corporations Instrument 2016/785 for MRO to lodge a Form 389 – Opt in/change of holding entity notice by wholly-owned company relieved from financial reporting obligations be extended to a date five days from the date of the order. The Court also ordered that MRO and its current and former directors and officers be relieved from any civil liability in respect of any failure to lodge the opt-in notice and comply with financial reporting obligations. Finally, the Court ordered that a confidential exhibit be suppressed from public examination.