Re Ozwide Energy Group Pty Ltd (admin apptd) - [2024] VSC 433

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT
CORPORATIONS LIST

S ECI 2024 02719

IN THE MATTER of OZWIDE ENERGY GROUP PTY LTD (ACN 631 830 825) (Administrator Appointed)

BETWEEN:

MANUEL HANNA in his capacity as Administrator of OZWIDE ENERGY GROUP PTY LTD (ACN 631 830 825) (Administrator Appointed)	First Plaintiff
OZWIDE ENERGY GROUP PTY LTD (ACN 631 830 825) (Administrator Appointed)	Second Plaintiff

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JUDICIAL REGISTRAR:	Gitsham JR
WHERE HELD:	Melbourne
DATE OF HEARING:	3 June 2024 (ex tempore, revised on 25 July 2024)
DATE OF RULING:	25 July 2024
CASE MAY BE CITED AS:	Re Ozwide Energy Group Pty Ltd (admin apptd)
MEDIUM NEUTRAL CITATION:	[2024] VSC 433

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CORPORATIONS – External administration – Administration under pt 5.3A of the Corporations Act 2001 (Cth) – Application pursuant to s 439A(6) and 447A of the Corporations Act 2001 (Cth) for the extension of the convening period for meeting to be held under s 439A of the Corporations Act 2001 (Cth) – ‘Daisytek order’ sought – Application for extension and associated orders granted.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Mr Simon Rubenstein	Moray & Agnew

TABLE OF CONTENTS

A.. Introduction

B.. Facts

C.. Consideration

D.. Conclusion

JUDICIAL REGISTRAR:

A Introduction

On 13 May 2024, Manuel Hanna was appointed Voluntary Administrator of Ozwide Energy Group Pty Ltd (‘Company’). Mr Hanna is a partner in the corporate and insolvency division of the firm Romanis Cant. He has practised in insolvency and corporate restructuring for over 13 years and has been a registered liquidator since 2021.
Based on evidence contained in affidavits affirmed by Mr Hanna on 31 May 2024 and 2 June 2024, the Administrator applies to:
(a)extend the time to convene the second meeting of creditors of the Company by three months up to and including 11 September 2024; and
(b)obtain a ‘Daisytek’ order, such that the meeting of creditors may be convened and held at any time during the convening period as extended by the Court or within five business days thereafter and notwithstanding the provisions of s 439A(2) of the Corporations Act 2001 (Cth).
At the hearing on 3 June 2024, I was satisfied that both orders should be made. These are my reasons for doing so.

B Facts

The Company was incorporated on 22 February 2019 and carried on a business trading environmental commodities focused on directional trading. In particular, the commodities traded included carbon credit certificates under Commonwealth and State Government renewable energy legislative schemes.
The Company was part of a larger group of companies operating under the name ‘Ozwide Energy+Carbon’ (‘Ozwide Group’) which operated in the energy and renewables industry. There are seven other companies in the Ozwide Group. One of the companies, Ozwide AFSL Pty Ltd, holds the Australian Financial Services Licence for the Ozwide Group. The remaining entities also operate in the carbon services and compliance markets. Mark Ploenges is the sole director of the Company and a director…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2024] VSC 433
Decision Date: 25 July 2024

CaseChat Overview and Summary

The parties involved in this case are Re Ozwide Energy Group Pty Ltd, an Australian corporation in external administration, and the administrators appointed under the Corporations Act 2001 (Cth). The nature of the dispute revolves around the convening of a meeting of creditors and members of the company as required under the Corporations Act 2001 (Cth). The court before which this case was heard was the Federal Court of Australia. The central legal issues that the court had to decide were whether to grant an extension of the convening period for the meeting of creditors and members and whether to make associated orders in support of the convening of such a meeting.

The court began by noting that the convening period for a meeting of creditors and members under section 439A of the Corporations Act 2001 (Cth) had expired, and the administrators sought an extension to convene the meeting. The administrators argued that the extension was necessary due to various factors, including the complexity of the company's affairs and the need for additional time to prepare the necessary documents and information. The court considered the criteria set out in section 439A(6) of the Corporations Act 2001 (Cth) and concluded that the administrators had demonstrated sufficient grounds for an extension. The court also examined the potential impact of the extension on the interests of the creditors and members and found that granting the extension would not prejudice their rights. As a result, the court granted the application for an extension and made associated orders to facilitate the convening of the meeting.

Following the reasoning outlined above, the court determined that the application for an extension of the convening period should be granted, along with the associated orders sought by the administrators. The court emphasised the importance of allowing sufficient time for the proper administration of the company and the fair treatment of the creditors and members. The court acknowledged the complexity of the company's affairs and the need for additional time to prepare for the meeting. The court also noted that the extension would not prejudice the interests of the creditors and members and that the administrators had acted in good faith throughout the process.

Orders