Re RR Impex Pty Ltd (in liq) - [2013] NSWSC 1667

Supreme Court

New South Wales

Medium Neutral Citation: In the matter of RR Impex Pty Ltd (in liquidation) [2013] NSWSC 1667
Hearing dates: 23 September 2013 (further evidence 22 October 2013)
Decision date: 13 November 2013
Jurisdiction: Equity Division - Corporations List
Before: Black J
Decision:
Orders made for the release of the liquidator and the deregistration of the company. Order made to dispense with the requirement that the applicant serve updated accounts on creditors of the defendant. Orders made for applicant to pay the second respondent's costs of interlocutory process and applicant's costs of application to be paid out of the assets of the defendant.

Catchwords: CORPORATIONS - winding up - liquidators - order sought for release of liquidator and deregistration of company - where liquidator gives evidence that all known assets of the company have been realised - where statement required by r 7.5(4) Supreme Court (Corporations) Rules 1999 (NSW) has been provided by the liquidator.
Legislation Cited: - Corporations Act 2001 (Cth) ss 480, 480(d), 481(3), 481(4), 533, 539(2), 544, 601AC, 1322(2)
- Corporations Regulations 2001 (Cth) regs 5.6.58-5.6.60, 5.6.62
- Supreme Court (Corporations) Rules 1999 (NSW) rr 7.5(3), 7.5(3)(h), 7.5(3)(l), 7.5(3)(k), 7.5(4), 7.5(6)
Cases Cited: - Deputy Commissioner of Taxation v Tideturn Pty Ltd [2001] NSWSC 217; (2001) 37 ACSR 152
- Re Adellos Pty Ltd (in liq) [2013] NSWSC 747
- Re Austral Family Homes Pty Ltd (in liq) (1992) 28 NSWLR 247; (1992) 8 ACSR 322; (1992) 10 ACLC 1125
- Re Wayland as liquidator of ABC Container Line NV (in liq) [2005] NSWSC 1; (2005) 52 ACSR 750
- Singer v Trustee of the Property of Munro [1981] 3 All ER 215
Texts Cited: Austin & Black's Annotations to the Corporations Act [9.1322]
Category: Interlocutory applications
Parties: Workers Compensation Nominal Insurer (Plaintiff)
RR Impex Pty Limited (in liquidation) (Defendant/First Respondent)
Scott Daren Pascoe as liquidator of RR Impex Pty Limited (in liquidation) (Applicant)
Australian Securities & Investments Commission (Second Respondent on application)
Representation: Counsel:
F. Reynolds (Solicitor - Applicant)
Solicitors:
Turks Legal (Applicant)

File Number(s): 2011/44673

Judgment

The Applicant, Mr Scott Pascoe as liquidator of RR Impex Pty Limited (in liq) ("Company") seeks order under s 480(d) of the Corporations Act 2001 (Cth) that he be released as liquidator of the Company and that the Australian Securities and Investments Commission ("ASIC") deregister the Company. Mr Pascoe also seeks orders that he pay ASIC's costs of dealing with the Interlocutory Process and that his costs of the application be paid out of the Company's assets.

Section 480(d) of the Corporations Act relevantly provides that, where a liquidator has realised all of the company's property or so much of that property as can, in his or her opinion, be realised without needlessly protracting the winding up, and has distributed any final dividend to the creditors and adjusted the rights of the contributories among themselves and made any final return to the contributories, he or she may apply to the Court for…

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: [2013] NSWSC 1667
Decision Date: 13 November 2013

CaseChat Overview and Summary

In the matter of RR Impex Pty Ltd, the court was approached by the liquidator seeking an order for their release and the deregistration of the company. The company, RR Impex Pty Ltd, had been in liquidation, and the liquidator sought to finalise their duties and close the company’s affairs. The application was brought under the Corporations Act 2001, specifically sections 466 and 467, which empower the court to make orders concerning the discharge of liquidators and the deregistration of a company upon the completion of its winding up.

The central legal issue before the court was whether the liquidator had fulfilled their obligations to realise and distribute the company’s assets, and whether the required documentation had been provided to the court. The liquidator argued that they had realised all known assets of the company and provided the necessary statement under rule 7.5(4) of the Supreme Court (Corporations) Rules 1999 (NSW). The court needed to determine if the liquidator’s actions and the documentation submitted met the legal requirements for their release and the deregistration of the company.

The court examined the evidence provided by the liquidator and the documentation submitted in accordance with the legal requirements. The liquidator testified that all known assets had been realised and distributed. The court noted that the statement required by rule 7.5(4) had been provided, which included details of the assets realised and the distribution to creditors. Given the liquidator’s evidence and the compliance with the procedural requirements, the court was satisfied that the liquidator had fulfilled their duties. The court then made the order sought, releasing the liquidator from their office and directing the deregistration of the company.

Consequently, the court ordered the release of the liquidator from their duties and the deregistration of RR Impex Pty Ltd. This decision confirmed the liquidator's actions were in compliance with the relevant legal provisions and that the company could be formally closed.

Orders