CBL Corporation Limited (in liquidation)

[2019] NZHC 1068

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2018-404-000908

[2019] NZHC 1068

UNDER

Part 19 of the High Court Rules 2016 and ss 255 and 257 of the Companies Act 1993

IN THE MATTER OF

CBL CORPORATION LIMITED (IN LIQUIDATION)

AND

IN THE MATTER OF

an application by NEALE JACKSON and BRENDON JAMES GIBSON

Applicants

Hearing:	On the papers
Judgment:	15 May 2019

JUDGMENT OF VENNING J

This judgment was delivered by me on 15 May 2019 at 11.45 am, pursuant to Rule 11.5 of the High Court Rules.

Registrar/Deputy Registrar

Date……………

Solicitors:           Russell McVeagh, Auckland

CBL CORPORATION LIMITED (IN LIQUIDATION) Re [2019] NZHC 1068 [15 May 2019]

[1]                 The applicants are liquidators of CBL Corporation Limited. They were appointed liquidators on 13 May 2019 by this Court. They were previously voluntary administrators of the company.

[2]                 Pursuant to ss 255 and 257 of the Companies Act 1993 (the Act) they are required to provide certain statutory reports and other documents to shareholders, creditors and the Registrar of Companies. The permitted methods of providing that information to shareholders who are natural persons under the Act are personal delivery, post and facsimile.

[3]                 The liquidators apply for a procedural order permitting this application to be brought by originating application and also for substantive orders under s 255(4)(b) and s 257(2)(b) of the Act. Under s 255(4)(b) they seeks orders modifying the requirement under s 255(2)(c) and 255(2)(d) and releasing them from the requirement to send the documents and reports referred to in those sections to the shareholders but instead satisfying the requirement on them to advise shareholders by posting those documents on KordaMentha’s website and by sending copies to the Registrar of Companies.

[4]                 They also seek an order pursuant to s 257(2)(b) of the Act modifying the requirement under s 257(1) to provide the documents referred to in s 257(1)(a) to every shareholder, by instead posting those documents on KordaMentha’s website and by sending copies to the Registrar.

[5]                 They also seek ancillary orders, including an order granting leave to shareholders to seek to vary the orders.

[6]The application is made without notice.

[7]                 In light of the information contained in the affidavit of Mr Jackson, one of the liquidators, I am satisfied that the volume of information that would have to be sent to a substantial number of shareholders would constitute an unreasonable and unwarranted expense in the circumstances in light of the company’s financial position.

[8]                 I accept that the alternative proposed by the liquidators is a responsible and reasonable one in the circumstances. I note that the applicants have advised the NZX of the proposal.

[9]                 Finally, I agree with counsel’s submission that the orders sought are consistent with and will assist the liquidators in complying with their obligation to protect and distribute the assets of the company in the most reasonable and efficient manner

[10]            For those reasons I make the orders sought in paragraph 1 of the application dated 14 May 2019.

Venning J