Sino Group International Limited v Toddler Kindy Gymbaroo Pty Ltd (in liq) (Final Orders)

Sino Group International Limited, as the appellant, brought an appeal against the liquidation of Toddler Kindy Gymbaroo Pty Ltd (in liquidation) as the respondent, seeking costs and other orders related to the liquidation process. The primary issues involved the determination of costs for the appeal and proceedings in the lower court, the indemnity of deed administrators from the company's assets, and the appointment of liquidators. The appeal court was required to decide whether the costs of the appeal and lower court proceedings should be apportioned among the respondents, if the deed administrators could be indemnified from the company's assets for their costs, and whether the court had the power to appoint liquidators after terminating a Deed of Company Arrangement (DOCA).

The court held that the issue of appointing alternate liquidators should be determined in the court's original jurisdiction due to the lack of evidence and contested nature of the matter. The court found that the deed administrators' submissions on the likely returns under the DOCA were misleading, and their failure to expose the discordance in the underlying assumptions led to an error in the primary judge's decision. The court also determined that the deed administrators were not entitled to be indemnified or reimbursed by the company or its creditors for the costs they were required to pay and their own costs of the proceedings and appeal.

The court ordered that the name of the parties be amended to reflect the fact that the first respondent was in liquidation. The respondents were required to pay the appellants' costs for the proceedings and appeal, except for the costs of the interlocutory application awarded to the second and third respondents. The deed administrators, in their former capacity, were not entitled to be indemnified or reimbursed by the company or its creditors for the costs they were required to pay and their own costs of the proceedings and appeal. The court noted that the deed administrators could still claim their indemnity under the DOCA for their own costs in proceeding VID 153 of 2022.