Satgur Orchard Ltd (in liquidation) - [2025] NZHC 1154

IN THE HIGH COURT OF NEW ZEALAND TAURANGA REGISTRY

I TE KŌTI MATUA O AOTEAROA TAURANGA MOANA ROHE

CIV-2023-470-23

[2025] NZHC 1154

UNDER The Companies Act 1993

IN THE MATTER OF

An application under section 250 of the Companies Act 1993 for an order that the liquidation of Satgur Orchard Limited (in

Liquidation) be terminated, and other orders

BETWEEN

STEVEN KOHV and KIERAN MICHAEL

JONES as liquidators of Satgur Orchard Limited (in Liquidation)

Applicants

Hearing: On the papers

Counsel:

S Cameron for the Applicants

Judgment:

14 May 2025

JUDGMENT OF ASSOCIATE JUDGE BRITTAIN

This judgment was delivered by me on 14 May 2025 at 3 pm Pursuant to Rule 11.5 of the High Court Rules.

…………………..
Registrar/Deputy Registrar

Solicitors/Counsel:
Norris Ward McKinnon, Hamilton

Satgur Orchard Ltd [2025] NZHC 1154 [14 May 2025]

Introduction

[1] Satgur Orchard Ltd (in liquidation) (Satgur) was put into liquidation by the Court on 22 May 2023. The liquidators are Steven Khov (Mr Khov) and Kieran Jones (Mr Jones).

[2] One of the shareholders and directors of the company, Jagdip Singh Bains (Mr Bains), has since paid sufficient funds into the trust account of the liquidators to enable the liquidators to pay all unsecured creditors and to cover the liquidators’ fees. On that basis, the liquidators apply for termination of the liquidation.

[3]The liquidators seek the following orders:

(a)dispensing with service of the application on any party;

(b)terminating the liquidation of Satgur; and

(c)approving their remuneration of $32,389 exclusive of GST and disbursements of $16,968.16 exclusive of GST.

Without notice application

[4] The shareholders of Satgur are Mr Bains and his wife, Parminder Kaur Bains (Mrs Bains). Mr Bains’ affidavit in support of the application confirms that Mrs Bains consents to the orders sought.

[5] Mr Khov has provided an affidavit which confirms that Satgur has one secured creditor, Westpac New Zealand Ltd. Westpac supports termination of the liquidation and will maintain its security.

[6] I am satisfied that the application for termination of the liquidation can be dealt with on a without notice basis. All parties who have an interest in the outcome of the application either consent to it, or in the case of unsecured creditors, will benefit from it by receiving payment of their debts in full.

Termination of the liquidation

[7] Satgur owns a property in the Eastern Bay of Plenty which it is developing as a kiwifruit orchard. The property is secured to Westpac. The secured debt is approximately $1.8 million.

[8] Satgur incurred a debt for well drilling services with Barham United Welldrillers (2021) Ltd (Barham). Barham was the successful applicant for an order putting Satgur into liquidation. Mr Bains says that Satgur’s manager was in India at the time that Barham was pursuing payment of its invoices, and that he was unaware of the debt recovery action until after Satgur had been put into liquidation.

[9] Barham has claimed in the liquidation for approximately $321,000. The total pool of unsecured creditors is $327,538.

[10] Mr Bains has made payments…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2025] NZHC 1154
Decision Date: 14 May 2025

CaseChat Overview and Summary

The High Court of New Zealand, Tauranga Registry, considered an application under section 250 of the Companies Act 1993 for an order to terminate the liquidation of Satgur Orchard Ltd (in liquidation). The applicants, Steven Khov and Kieran Jones, the liquidators of Satgur, sought to terminate the liquidation as all unsecured creditors could be paid in full from the funds provided by one of the shareholders, Jagdip Singh Bains. The liquidators also sought approval for their remuneration of $32,389 exclusive of GST and disbursements of $16,968.16 exclusive of GST. The application was heard on the papers, with S Cameron acting for the applicants.

The central legal issues before the court were whether the liquidation of Satgur Orchard Ltd should be terminated and whether the liquidators' proposed remuneration was fair and reasonable. The court had to consider the statutory provisions under the Companies Act 1993, particularly section 250, and the relevant legal principles governing the remuneration of liquidators. The court also needed to ensure that all interested parties had been considered and that the public interest in maintaining the liquidation was appropriately weighed.

Associate Judge Brittain concluded that the application could be dealt with on a without notice basis as all parties with an interest in the outcome either consented to the orders sought or would benefit from them. The court found that Satgur Orchard Ltd, which owned a property secured to Westpac New Zealand Ltd, had sufficient funds to pay all unsecured creditors and cover the liquidators' fees. Westpac supported the termination of the liquidation and would maintain its security. The court considered that terminating the liquidation was appropriate as there was no public interest in maintaining it, and Satgur would be solvent if the liquidation was terminated. The court also approved the liquidators' remuneration, finding it fair and reasonable based on the work undertaken and the results achieved.

The High Court terminated the liquidation of Satgur Orchard Ltd and approved the liquidators' remuneration of $32,389 exclusive of GST and disbursements of $16,968.16 exclusive of GST. There was no further order as to costs.

Orders