Re Zenith Energy Ltd

The matter before the Court involved an application by Zenith Energy Ltd to convene meetings of its members and creditors to consider a proposed scheme of arrangement. The application was made under section 411(1) of the Corporations Act 2001 (Cth). The primary issue before the Court was whether the conditions necessary to order such meetings were met, specifically whether the requisite majority of members and creditors in number and value had resolved to convene the meetings. Additionally, the Court considered whether executive directors should be required to make a voting recommendation to members regarding the proposed scheme.

The Court examined the application and the relevant provisions of the Corporations Act, including section 411(1), and considered the submissions made by Zenith Energy Ltd and the objectors to the scheme. The Court found that the requirements for convening the meetings were satisfied, as the requisite majorities had indeed resolved to convene the meetings. The Court also considered the issue of whether executive directors should be required to make a voting recommendation to members. While acknowledging the potential benefits of such a recommendation, the Court concluded that it was not appropriate to impose such a requirement as a matter of law, given the particular circumstances of the case and the absence of any relevant statutory provision mandating such a recommendation.

The Court ordered the convening of meetings of the members and creditors of Zenith Energy Ltd to consider the proposed scheme of arrangement. It was noted that the scheme meetings would be conducted virtually due to the prevailing circumstances. The Court did not impose a requirement on the executive directors to make a voting recommendation to members. The orders made by the Court provided for the scheme meetings to be held, with the timing and manner of the meetings to be determined in accordance with the Court's directions.