Siracusa v Brema Finance Pty Ltd
[2022] ACTSC 142
SUPREME COURT OF THE AUSTRALIAN CAPITAL TERRITORY
| Case Title: | Siracusa v Brema Finance Pty Ltd |
| Citation: | [2022] ACTSC 142 |
| Hearing Date: | 26 May 2022 |
| Decision Date: | 20 June 2022 |
| Before: | Kennett J |
| Decision: | The first, second, fifth and ninth defendants are each ordered to |
| prepare a complete and audited financial report and a directors’ | |
| report for the financial year ending 30 June 2021 and provide to each of their shareholders either those reports or a concise report for that financial year. The originating application is otherwise dismissed. | |
| Catchwords: | CIVIL LAW – CORPORATIONS – Where plaintiffs seek orders |
| directing preparation and provision of financial reports and | |
| directors’ reports – where some reports sought would cover a | |
| period of less than one month – where plaintiffs not shareholders in certain defendant companies – consideration of requirements to finalise financial reports and directors’ reports – consideration | |
| of the grant of statutory injunctions | |
| Legislation Cited: | Corporations Act 2001 (Cth) ss 45A, 110E, 110H, 292, 293, 294, 295, 296, 297, 298, 299, 300, 301, 314, 315, 323D, 344, 1324 |
| Cases Cited: | Australian Securities and Investments Commission v Linchpin |
| Capital Group Ltd [2018] FCA 1104 | |
| Australian Securities and Investments Commission v Mauer- | |
| Swisse Securities Ltd [2002] NSWSC 741; 42 ACSR 605 | |
| Australian Securities and Investments Commission v Mayfair | |
| Wealth Partners Pty Ltd [2020] FCA 494 | |
| Australian Securities and Investments Commission v Parkes | |
| [2001] NSWSC 377; 38 ACSR 355 | |
| Australian Securities and Investments Commission v Pegasus | |
| Leveraged Options Group Pty Ltd [2002] NSWSC 310; 41 ACSR 561 | |
| Australian Securities and Investments Commission v Sweeney | |
| [2001] NSWSC 114 Kang v JK Global Pty Ltd [2013] NSWSC 1152 Re Idylic Solutions Pty Ltd [2013] NSWSC 106; 93 ACSR 421 Siracusa v Siracusa [2022] ACTSC 94 | |
| Parties: | Michael Brendan Siracusa (First Plaintiff) |
| MBS Family Holdings Pty Ltd (Second Plaintiff) Brema Finance Pty Ltd (First Defendant) Brema Turner Investment Group Pty Ltd (Second Defendant) | |
| Siracusa Superannuation Pty Ltd (Third Defendant) Brema Administration Pty Ltd (Fourth Defendant) Brema Alexandria Investments Pty Ltd (Fifth Defendant) | |
| Brema Demolition Pty Ltd (Sixth Defendant) Brema Waste Management Pty Ltd (Seventh Defendant) | |
| Brema Group Pty Ltd (Eighth Defendant) Brema Group Holdings Pty Ltd (Ninth Defendant) | |
| Mark Anthony Siracusa (Tenth Defendant) | |
| Representation: | Counsel |
| M Tzirtzilakis (Plaintiffs) | |
| C Painter (Defendants) | |
| Solicitors | |
| Lakis & Knight Solicitors and Barristers Pty Ltd (Plaintiffs) Westbourne Legal (Defendants) | |
| File Number: | SC 74 of 2022 |
| KENNETT J: | |
| Introduction |
1. This case is a further consequence of the events described in Siracusa v Siracusa [2022] ACTSC 94.
2. The first plaintiff in this case was the first defendant in the earlier proceeding, which involved the implementation of a settlement deed entered into by him and the tenth defendant (the plaintiff in the earlier proceeding) designed to divide up their joint business interests. The second plaintiff is a company of which the first plaintiff is the sole director and shareholder. The first to ninth defendants are companies, formerly part of the two
brothers’ joint operations, now (with one exception mentioned below) managed by the
tenth defendant as a result of the settlement deed.
3. On 15 December 2021 the plaintiffs sent to each of the first to ninth defendants (the defendant companies) directions invoking s 293 of the Corporations Act 2001 (Cth) (the Act), requiring each of them to provide to all of its shareholders:
(a) full audited financial accounts and reports including a director’s [sic] report for the financial year ending 30 June 2021; and
(b) full audited financial accounts and reports including a director’s [sic] report for the financial period 1 July 2021 to 26 July 2021 (the date of the mediation and
settlement/dissolution agreement).
The result of the directions
Generally: reports for a financial year
4. Section 292 of the Corporations Act identifies entities that are required to prepare
“financial reports” and “directors’ reports”. A “small proprietary company” has to prepare
“a financial report and directors’ report” for a financial year if it is directed to do so under s 293 or s 294: s 292(2). It is not in dispute that the defendant companies are “small proprietary companies” as defined in s 45A of the Corporations Act.
5. It is useful to note the content of the obligation imposed by s 292, which emerges from the other provisions of Division 1 of Chapter 2M.3 of the Act.
6. The contents of a “financial report for a financial year” are stipulated in s 295(1) of the Act as consisting of “the financial statements for the year”, “the notes to the financial statements” and “the directors’ declaration about the statements and notes”. The content
of each of those elements is provided for in ss 295(2), (3) and (4). The financial report must comply with applicable accounting standards (s 296) (except in certain circumstances which do not arise here) and the financial statements and notes must give
a true and fair view of the company’s financial position and performance (s 297).
The contents of a “directors’ report” are governed by ss 298–300. A small proprietary
company does not have to prepare such a report if the direction given to it under s 293 says that it need not be prepared (s 298(3)), but that is not the case here. The report must deal with the matters set out in s 299(1) and contain the specific information referred to in s 300(1) (several aspects of which are amplified by other subsections of that section).
8. Generally, the financial report for a financial year must be audited in accordance with Division 3 of Part 2M.3 of the Act (s 301(1)). The financial report of a small proprietary company does not need to be audited if the report is required only as a result of a direction under s 293 and an audit is not required by the direction (s 301(2), and see s
293(3)(c)). However, the directions issued in the present case called for “full audited
financial accounts and reports”.9. Division 4 of Chapter 2M.3 provides for the provision of reports to members. Relevantly here, s 315(2) provides that a small proprietary company that has been given a direction
under s 293 after the end of a financial year must “report to members under s 314”, by
the later of (a) two months after the direction is given or (b) four months after the end of
the relevant financial year.
There is some complexity as to what reporting “under s 314” entails. Section 314(1)
requires a company to report to its members for a financial year by “providing” to them
“either” the financial report, directors’ report and auditor’s report (if these were required
to be prepared) or a “concise report” in accordance with sub-s (2). That can be done by
sending the relevant documents to each member (s 314(1AE)) or, in some cases, providing access via a website (s 314(1AF)). General provisions elsewhere in the Act permit members of a company to elect whether to receive documents in physical or electronic form or not to receive them at all (and any requirement to furnish documents is taken to be satisfied if the member has elected not to receive such documents) (see ss 110E and 110H). However, there does not appear to be any provision for a member to choose in advance between receiving complete financial reports and receiving a
“concise report”. The choice, in the first instance at least, is for the company to make;
although, implicitly at least, a member who has received a “concise report” (which
includes the directors’ report: s 314(2)(b)) may demand the full financial reports: s
314(2)(e).
11. At the time the s 293 directions were sent in the present case (on 15 December 2021) and until 1 April 2022, ss 314(1AA) and (1AB) envisaged an election by members to
receive “a copy of the reports for each financial year, or a copy of the concise report for each financial year”. On one view, that could involve the member electing to receive one
or the other; and the plaintiffs in the present case could be said to have made such an election by the terms of the directions that they gave under s 293. However, the better view is that the only available election was as to whether to receive reports or not.
(a) This understanding sits more comfortably with the terms of s 314(1AA), which provided for the company to send physical or electronic copies of either set of reports to “each member who has made the election referred to in paragraph
(1AB)(a))” (and make either set of reports available on a website).
(b) It also sits more comfortably (although this cannot be decisive) with the understanding on which Parliament appears to have proceeded in enacting the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) (the 2022 Act), which repealed these subsections and introduced the more general provisions referred to in the previous paragraph. Those more general provisions replaced ss 314(1AA) and (1AB) in so far as they provided for methods of sending documents or making them available. No replacement was enacted for s 314(1AB) to the extent that it permitted an election by a member as to which reports they would receive; yet the absence of any such provision in the Act as amended received no comment in the extrinsic materials. (c) This reading sits somewhat uncomfortably with s 293(1), which on its face empowers members to demand “a financial report and directors’ report”.
However, the making of that demand does not itself create statutory obligations. Rather, it is a factum that brings other provisions into operation (s 292(2)(a), 315(2)), and it is those other provisions that impose obligations.
12. In any event, even if s 314(1AB) permitted an election of the kind suggested in the previous paragraph, an election made under that subsection is preserved following its repeal only in so far as it elects between different ways of receiving the documents: see s 1687E.
13. This has consequences for the form of relief to which the plaintiffs are entitled, to the extent that they establish such an entitlement.
The additional period
14. The directions issued by the plaintiffs call for the provision of financial reports and
directors’ reports for the financial year ending 30 June 2021 (FY2021) and the period
from 1 July 2021 to 26 July 2021 (the additional period).
15. The provisions outlined above begin with s 292(1), which requires the preparation of
reports “for each financial year” by certain kinds of entity. Subsection (2) (which, as
noted above, deals with small proprietary companies) refers to “the financial report and directors’ report”, which is evidently a reference back to the reports required by sub-s
(1). It is the means by which a direction under s 293 is given effect; and the effect is to subject a small proprietary company to the same regime of reporting that applies to the entities covered by sub-s (1) (with some specific exemptions); that is, a regime of annual reporting. This can be seen not only from the terms of s 292(1) but from the heading to
that section and the recurring references to reports “for a financial year” throughout the
other sections to which I have referred above: see ss 295(1), (2), 296(1), 297(1), 298(1),
299(1), 300(1), 301(1).
The expression “financial report” is defined, in s 9 of the Act, to mean an “an annual
financial report or a half-year financial report prepared under Chapter 2M”. Half-year
reports are required, under Division 2 of Part 2M.3, from another defined class of entities.
Pursuant to s 323D, a “financial year” is usually a twelve-month period, but this can be
varied, within limits, by the directors. The Dictionary in s 9 of the Act provides that, except
for certain foreign entities, “financial year” has “the meaning given by section 323D”.
17. In the light of these provisions, the reference in s 293(1) to a direction to “prepare a financial report and directors’ report for a financial year” cannot be read as authorising a
direction to prepare such reports for a shorter period of the shareholder’s choosing. This
means that there can be no grant of relief to enforce the directions in so far as they
purport to require financial reports and directors’ reports for the additional period.
Entitlement to give the directions
18. Section 293 of the Act provides for a direction to be given to a small proprietary company
by “shareholders with at least 5% of the votes” in that company. The submissions of the
parties did not address in any detail the entitlement of one or other of the plaintiffs to
issue directions to each of the first to ninth defendants (the defendant companies).19. It is necessary to turn to the evidence as to shareholdings. In relation to the first defendant, an Australian Securities and Investments Commission (ASIC) extract dated 3 February 2022 was tendered by the plaintiffs. In relation to the other defendant companies, ASIC extracts dated 25 August 2021 were tendered. Neither date is particularly close to the date of issue of the directions. The first plaintiff gave evidence about the current position (as at February 2022) which aligns with the ASIC extracts, except in one respect as to a directorship (which will be addressed below).
20. Based on that evidence, the first plaintiff held half of the ordinary shares in each of the first, second and third defendants and was therefore entitled to issue directions to them under s 293. The second plaintiff held half of the ordinary shares in each of the fifth and ninth defendants and was therefore entitled to issue directions to them.
21. The shares in the other defendant companies were held by other companies, as follows:
(a) the fourth, sixth and seventh defendants were wholly owned by the eighth defendant; and (b) the eighth defendant was wholly owned by the ninth defendant. 22. According to the evidence, therefore, neither plaintiff was a shareholder in the fourth, sixth, seventh or eighth defendant. The second plaintiff held indirect interests in those companies through its stake in the ninth defendant; but that does not make it a
“shareholder” within the ordinary meaning of that term. There will therefore be no grant
of relief in relation to these defendants.
Availability of relief
23. It is not in dispute that the first to ninth defendants have not yet prepared or provided
financial reports or directors’ reports that comply with ss 295–300 of the Act for FY2021.
Some reports have been provided, but on the express footing that these were draft documents seeking input from the first plaintiff (which he has declined to provide). The tenth defendant also appears to have taken the position, on behalf of several of the defendant companies, that reports were not necessary because they had never traded (although this was not maintained in submissions).
24. The plaintiffs seek, against each of the first to ninth defendants, an order “directing” it to prepare and provide to its shareholders within 14 days “complete and audited financial accounts and reports including a signed director’s [sic] report” for FY2021 and the
additional period. For reasons already explained, I will not grant this relief in relation to
the additional period or against the fourth, sixth, seventh and eighth defendants.25. As to FY2021, the remaining defendant companies are under a duty imposed by s 292(2)
of the Act to prepare financial reports and directors’ reports that comply with the
requirements in Division 1 of Part 2M.3, combined with a duty under s 315(2) to send those reports to their shareholders. The statutory deadline for completion of the latter duty has not been met.
26. The submissions of the plaintiffs did not identify the source of the Court’s power to make
an order enforcing these duties. However, it is tolerably clear that these circumstances come within s 1324(2) of the Act. Each of the first to third, fifth and ninth defendants is a
“person” (that expression not being limited to natural persons by anything in the Act);
each has failed and is failing to do an “act or thing that the person is required by this Act to do”; and in each case the relevant plaintiff, as a shareholder who has given a direction
under s 293 requiring these things to be done, is a person whose interests are affected by that failure. I would not read the power in s 1324(2) as limited by the potential
application of other remedial provisions (such as ss 344 and 232–233) to cases of non-
compliance with Part 2M.3: cf Re Idylic Solutions Pty Ltd [2013] NSWSC 106; 93 ACSR
421 at [90]; Kang v JK Global Pty Ltd [2013] NSWSC 1152 at [20].27. In Australian Securities and Investments Commission v Mauer-Swisse Securities Ltd [2002] NSWSC 741; 42 ACSR 605 at [36], Palmer J summarised the effect of the authorities concerning the powers in s 1324 as follows (omitting propositions that relate only to interim injunctions):
— the jurisdiction which the Court exercises under s 1324 CA is a statutory jurisdiction, not
the Court's traditional equity jurisdiction;—
Parliament has made it increasingly clear by successive statutory enactments that the Court, in exercising its statutory jurisdiction under s 1324, is not to be confined by the considerations which would be applicable if it were exercising its traditional equity jurisdiction;
—
amongst the considerations which the Court must take into account in an application for an injunction under s 1324 [of the Corporations Act] are the wider issues referred to by Austin J in [Australian Securities and Investments Commission v Sweeney [2001] NSWSC 114] and [Australian Securities and Investments Commission v Parkes [2001] NSWSC 377; 38 ACSR 355], and by Davies AJ in [Australian Securities and Investments Commission v Pegasus Leveraged Options Group Pty Ltd [2002] NSWSC 310; 41 ACSR 561]; they may be gathered under the broad question whether the injunction would have some utility or would serve some purpose within the contemplation of the Corporations Act;
—
these considerations are to be taken into account regardless of whether the application is for a permanent injunction under s 1324(1) or for an interim injunction under s 1324(4);
— …
— where there is an appreciable — that is, not fanciful — risk of particular future
contraventions of the Corporations Act by a defendant, it would serve a purpose within the contemplation of the Corporations Act that the Court grant not only a permanent injunction but, in an appropriate case, an interim injunction restraining such conduct. Section 1324 evinces an intention that the possibly severe consequences and the relative promptness of proceedings for contempt of Court be added to criminal prosecutions as a deterrent to contraventions of the Corporations Act;
…
28. That summary has been referred to with approval in later cases and treated as applicable to other provisions for the grant of statutory injunctions: Australian Securities and
Investments Commission v Mayfair Wealth Partners Pty Ltd [2020] FCA 494, [56]–[59]
(Anderson J). These authorities, and particularly Australian Securities and Investments Commission v Linchpin Capital Group Ltd [2018] FCA 1104 at [79] (Derrington J), confirm the importance of the guidance provided by equitable principles in structuring the exercise by the courts of broadly expressed remedial discretions.
Whether relief should be granted
29. The failure of the first, second, third, fifth and ninth defendants to comply with their obligations under the Act is clear. That failure is ongoing; it is therefore neither a mere matter of history nor something vaguely apprehended. The obligations have been imposed by the Australian Parliament as part of a regime for the protection of
shareholders’ rights and interests, and it would not be appropriate for this Court to
embark on consideration of whether their performance is important in a particular case.
They are statutory obligations which, prima facie at least, are to be enforced.30. The Court would be unlikely to grant relief under s 1324, however, if the plaintiffs came to court with unclean hands; if performance of the duty was impossible; or if the grant of relief had no utility.
31. As to the first of those possible reasons, there is evidence that the first plaintiff (who controls the second plaintiff) holds genuine concerns about some transactions apparently entered into by the defendant companies. These have been the subject of detailed correspondence and it is not suggested that the concerns are not genuinely held. Even if the issue of the directions had been partly motivated by tactical manoeuvring or spite, I would hesitate to regard that as disentitling conduct. Shareholders do not ordinarily owe fiduciary duties to a company and do not need to have particular reasons for exercising their rights.
32. The argument advanced by the defendants—which can be said to go to all of the possible reasons not to grant relief mentioned above—is that the preparation of final financial reports and directors’ reports requires the signature of the first plaintiff, and he has not
responded to requests that he review draft reports and consider signing them. This is put on the basis that the first plaintiff was a director of each of the defendant companies up to 26 July 2021 (which is not denied by the plaintiffs).
33. If I were satisfied that the first plaintiff was insisting on the provision of financial reports
and directors’ reports, while simultaneously preventing those documents from being
finalised, I would not grant injunctive relief to the plaintiffs. However, the argument has
not been made good.34. As a matter of law, I was not taken to any statutory provision (or any potential private law obligation) that would make the assent of the first plaintiff as a former director necessary
in order for financial reports or directors’ reports to be finalised.
(a) An annual financial report, under ss 295(1)(a) and (4), must contain a declaration “by the directors” about aspects of the financial statements and
notes. Under s 295(5), that declaration must be “made in accordance with a resolution of the directors” and be “signed by a director”. The need for a
“resolution of the directors”, on matters that can only be considered by them
after the financial statements and notes have been prepared, indicates that these provisions are referring to the persons who hold office as directors at that time; not to all persons who held office during the financial year that is being reported upon.
(b) Similarly, the annual directors’ report required by s 298(1) must, under s 298(2), be “made in accordance with a resolution of the directors” and be “signed by a director”. The only body of directors that can pass a “resolution” adopting a
report is the body comprising persons holding office when the report has been
drafted.
35. With one exception, since some time in the second half of 2021 the only director of the defendant companies has been the tenth defendant.
36. As a practical matter, the defendants tendered an email exchange between the tenth defendant and an auditor in March 2022 concerning arrangements for audit of the
financial statements of five of the defendant companies. The auditor set out his firm’s
fees for auditing the financial statements and indicated when the audits could be
completed. He also said:With each company we will require the financial reports to be signed by both directors prior to commencing our work. As part of our Audit, we will require the directors to also sign a representation letter regarding the companies [sic] standing.
37. This passage suggests an understanding on the part of the auditor that there were two directors whose signatures were needed. However, neither the basis for that understanding nor the source of the requirement is identified. It does not reflect s 295(5) or s 298(2). It is not a sufficient basis upon which to find that the first plaintiff is capable
of preventing finalisation of the financial reports or directors’ reports by withholding his
cooperation.
38. The exception mentioned above is the third defendant. As at 25 August 2021, when the ASIC extract was obtained, the first plaintiff was still a director of this company. His
affidavit annexed the ASIC extract but also asserted that the tenth defendant “is the sole director of the first to ninth defendants”, without noting any change since August 2021.
He was not cross-examined; however, in submissions, his solicitor accepted that the ASIC extract was correct and the first plaintiff had probably remained a director as a result of an oversight. I find that the first plaintiff is still a director of the third defendant.
39. Where this is still the case, resolutions of the kind contemplated by s 295(5) and s 298(2) would need to be adopted by a board that consists of the first plaintiff and the tenth defendant. The course of correspondence between the parties and their advisers in this case provides no basis for confidence that agreement to such a resolution could be obtained.
Conclusions
40. My conclusions in relation to each of the defendant companies are as follows.
(a)
First defendant (Brema Finance Pty Ltd): The first plaintiff was entitled to issue the direction in so far as it relates to FY2021. The resulting obligations have not been complied with. No reason to withhold relief is established.
(b)
Second defendant (Brema Turner Investment Group Pty Ltd): The first plaintiff was entitled to issue the direction in so far as it relates to FY2021. The resulting obligations have not been complied with. No reason to withhold relief is established.
(c)
Third defendant (Siracusa Superannuation Pty Ltd): The first plaintiff was entitled to issue the direction in so far as it relates to FY2021. The resulting obligations have not been complied with. However, absent a resolution of the directors (who consist of the first plaintiff and the tenth defendant) they cannot be complied with. Noting that the first plaintiff and the tenth defendant are at loggerheads about many things, I will not grant an injunction against this company in circumstances where performance may be impossible.
(d)
Fourth defendant (Brema Administration Pty Ltd): Neither plaintiff was entitled to issue the direction. There is no basis for a grant of relief.
(e)
Fifth defendant (Brema Alexandria Investments Pty Ltd): The second plaintiff was entitled to issue the direction in so far as it relates to FY2021. The resulting obligations have not been complied with. No reason to withhold relief is established.
(f)
Sixth defendant (Brema Demolition Pty Ltd): Neither plaintiff was entitled to issue the direction. There is no basis for a grant of relief.
(g)
Seventh defendant (Brema Waste Management Pty Ltd): Neither plaintiff was entitled to issue the direction. There is no basis for a grant of relief.
(h)
Eighth defendant (Brema Group Pty Ltd): Neither plaintiff was entitled to issue the direction. There is no basis for a grant of relief.
(i) Ninth defendant (Brema Group Holdings Pty Ltd): The second plaintiff was entitled to issue the direction in so far as it relates to FY2021. The resulting obligations have not been complied with. No reason to withhold relief is established.
41. The relief sought against the tenth defendant in the Originating Application was an order directing him to take all reasonable steps to cause the defendant companies to comply with the orders that were sought against them. I would not grant relief in those terms because no basis has been established for thinking that orders against the companies themselves (where they are granted) would not be sufficient.
42. In the light of my conclusions about the third defendant (set out above), I have considered whether the tenth defendant should be ordered to take all reasonable steps to procure compliance by it with the obligations arising from the direction. Such an order is sought by the Originating Application and may be able to be made under s 1324(1)(e) of the Act on the basis that the tenth defendant is knowingly concerned in a contravention of the Act by the third defendant. However, I have concluded that such an order would not be appropriate. The evidence suggests that, at least since around March 2022, the tenth defendant has been making some effort to bring about compliance with the corporate
defendants’ obligations. On the evidence, also, the first plaintiff and the tenth defendant
each hold half the shares in this company and they are its two directors. Compliance with
the company’s obligations is in the hands of the first plaintiff as much as the tenth
defendant; and the plaintiff has not used his own powers as a director to seek to achieve
that compliance.43. Overall, the plaintiffs have made a case for most (but not all) of the relief they seek against four of the defendants. I have rejected their claims for relief against the other six defendants. Because the defendants are related entities with common representation, there is no utility in attempting to deal with costs for and against them separately. Each party should bear his, or its, own costs.
Orders
44. In the light of my observations concerning s 314 of the Act (at [10]–[12] above), no obligation has yet crystallised to provide to the plaintiffs “complete and audited financial accounts and reports and a director’s [sic] report for the financial year ending 30 June 2021”. Rather, what they are required to do (and have failed to do) is to provide the
reports referred to in s 314(1) by one or other of the methods in s 314(1AE) (noting s 314(1AF) is in relation to crowd source funding and so does not apply here), read with
ss 110E and 110H. It is open to the corporate defendants to provide “concise reports” by
those means, in the first instance, although complete financial reports clearly must be prepared and must be provided if subsequently demanded (s 314(2)(e)). While this may add an unfortunate further layer of complication and delay, it is not open to the Court to order something to be done which is not yet required by the Act and in theory may not be required.
45. The orders of the Court will be as follows.
(1)
Pursuant to s 1324(2) of the Corporations Act 2001 (Cth), the first defendant is ordered, within 21 days of the date of this order, to prepare complete and
audited financial reports and a directors’ report for the financial year ending 30 June 2021 and provide to each of its shareholders either those reports or a concise report for that financial year.
(2)
Pursuant to s 1324(2) of the Corporations Act 2001 (Cth), the second defendant is ordered, within 21 days of the date of this order, to prepare complete and
audited financial reports and a directors’ report for the financial year ending 30 June 2021 and provide to each of its shareholders either those reports or a concise report for that financial year.
(3)
Pursuant to s 1324(2) of the Corporations Act 2001 (Cth), the fifth defendant is ordered, within 21 days of the date of this order, to prepare complete and
audited financial reports and a directors’ report for the financial year ending 30 June 2021 and provide to each of its shareholders either those reports or a concise report for that financial year.
(4)
Pursuant to s 1324(2) of the Corporations Act 2001 (Cth), the ninth defendant is ordered, within 21 days of the date of this order, to prepare complete and
audited financial reports and a directors’ report for the financial year ending 30 June 2021 and provide to each of its shareholders either those reports or a concise report for that financial year.
(5) The Originating Application is otherwise dismissed. I certify that the preceding forty-five [45] numbered paragraphs are a true copy of the Reasons for Judgment of his Honour Justice Kennett
Associate:
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