Williams v B K J Group Pty Ltd

[2007] FCA 748

FEDERAL COURT OF AUSTRALIA

Williams v B K J Group Pty Ltd; in the matter of B K J Group Pty Ltd

[2007] FCA 748

Corporations Act 2001 (Cth), s 482

MICHAEL WILLIAMS v B K J GROUP PTY LTD (ACN 003 547 877)
NSD 81 OF 2007

GYLES J
18 MAY 2007
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 81 OF 2007

IN THE MATTER OF B K J GROUP PTY LTD

BETWEEN:	MICHAEL WILLIAMS Plaintiff
AND:	B K J GROUP PTY LTD (ACN 003 547 877) Defendant

JUDGE:	GYLES J
DATE OF ORDER:	18 MAY 2007
WHERE MADE:	SYDNEY

THE COURT:

1.ORDERS that the winding up of B K J Group Pty Ltd (ACN 003 547 877) (in liquidation) be terminated on Monday 21 May 2007.

2.DIRECTS that a meeting of the shareholders of B K J Group Pty Ltd to appoint directors be held within 28 days of the day specified in the order for termination of the winding up.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 81 OF 2007

IN THE MATTER OF B K J GROUP PTY LTD

BETWEEN:	MICHAEL WILLIAMS Plaintiff
AND:	B K J GROUP PTY LTD (ACN 003 547 877) Defendant

JUDGE:	GYLES J
DATE:	18 MAY 2007
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. After several delays occasioned whilst the solicitor for the plaintiff filed further evidence, judgment can now be given. This is an application pursuant to s 482 of the Corporations Act 2001 (Cth) to stay a winding up indefinitely or to terminate the winding up of B K J Group Pty Ltd (the Company). The Company was wound up on 2 December 2005 on the application of the Deputy Commissioner of Taxation. Andrew Smith of PPB Chartered Accountants was appointed liquidator. This application is made by Michael Williams, a contributory of the Company. He was the sole director. Michael Williams is the owner of 50 per cent of the shares in the capital of the Company. Sharan Williams, the wife of Michael Williams, is the owner of the other 50 per cent of the shares in the capital of the Company and consents to the application.

2. I have considered the evidence filed by Michael Williams, a report of the liquidator and an affidavit of the Company’s accountant.  I am satisfied that all liabilities of the Company have been satisfied, including the liabilities to the Deputy Commissioner of Taxation, and the costs and fees incurred by the liquidator, that do not involve related parties, that is, the contributories or parties controlled by the contributories. 

3. The report of the liquidator discloses that the administration of the winding up has had its difficulties due to failure of communication with the plaintiff, his solicitor and the former accountant.  However, no offences, or other unlawful conduct, are disclosed.  The liquidator consents to the order.

4. I am satisfied that it is appropriate to make an order terminating the winding up. No ancillary orders or directions pursuant to s 482(3) of the Corporations Act 2001 (Cth) are sought. In view of the fact that Mr and Mrs Williams control the Company and in view of the fact that there is no intention to immediately (or perhaps ever) resume trading in the normal way, there is no need for elaborate directions. However, I will direct that a meeting of the shareholders of the Company to appoint directors be held within 28 days of the day specified in the order for termination of the winding up. An order will be made terminating the winding up on Monday 21 May 2007.

I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles.

Associate:

Dated:        18 May 2007

Solicitor for the Plaintiff:	Mr P Jessep of Jessep & Storm
Dates of Hearing:	2, 15 and 28 March 2007
Date of Last Evidence:	11 May 2007
Date of Judgment:	18 May 2007