Re Transcomm Credit Co-operative Ltd

The case involved Transcomm Credit Co-operative Ltd, a company seeking to implement a scheme of arrangement under the Corporations Act 2001. The dispute arose during a second hearing in the Supreme Court of Victoria, where the primary concern was whether procedural irregularities during the convening of the meeting would invalidate the scheme. The court had to determine if these irregularities prejudiced the shareholders and if the company could be exempted from strict compliance with the convening orders, particularly under section 411(11) of the Corporations Act.

The legal issues addressed by the court included whether the procedural irregularities during the convening of the meeting were substantial enough to prejudice the shareholders' rights, thereby invalidating the scheme. Another issue was whether the company could be granted an exemption from strict compliance with the convening orders under section 411(11) of the Corporations Act, given that no prejudice was found to have occurred. Additionally, the court considered whether the time limits set out in the Supreme Court (Corporations) Rules 2013 could be abridged under section 1322(4)(d) of the Corporations Act to allow for the approval of the scheme.

The court ruled that the procedural irregularities did not prejudice the shareholders, and thus, the company was not required to strictly comply with the convening orders. The court granted an exemption from the strict compliance requirement under section 411(11) of the Corporations Act. It also abridged the time provided for in r 3.4(3)(b) of the Supreme Court (Corporations) Rules 2013, pursuant to section 1322(4)(d) of the Corporations Act. Based on these findings, the court approved the scheme of arrangement.

The final orders of the court approved the scheme of arrangement for Transcomm Credit Co-operative Ltd, recognising the exemption from strict compliance with convening orders and the abridgment of procedural time limits.