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 totalling $371,615 into the liquidators’ trust account, on the agreed basis that all unsecured creditors can be paid by the liquidators upon termination of the liquidation. Payment to the unsecured creditors is dependant on the liquidation being terminated.

[11]              Satgur has obtained Westpac’s consent to the termination of the liquidation and satisfied Westpac that Satgur’s business is viable going forward. In the interim, Mr Bains has met Satgur’s obligations to Westpac.

[12]              IRD is an unsecured creditor of Satgurs for $150. There is no suggestion that Satgur has fallen behind in its tax obligations.

[13]              It is nearly two years since Satgur was put into liquidation, and no other interested parties have notified the liquidators of any claims against Satgur. The liquidator’s investigations have not identified any further interested parties.

[14]              If the liquidation is terminated and Mr Bains’ funds are introduced to allow creditors to be paid, then Satgur will be solvent. There is no public interest requiring Satgur to remain in liquidation. It is appropriate to terminate the liquidation.

Liquidators’ remuneration

[15]              Satgur’s directors and shareholders consent to the Court approving the liquidators’ remuneration as sought by the liquidators.

[16]              The principles applicable to applications of this nature were set out by a full bench of the High Court in Re Roslea Path Ltd (in liquidation).1The Court must make a determination of the fairness and reasonableness of what has been charged when measured against the work undertaken and the results achieved. Fair and reasonable remuneration reflects the value of the services rendered to the creditors of the company, and if a surplus has been achieved, the shareholders.

[17]              Applying the principles from Re Roslea Path Ltd (in liquidation), I am satisfied that the final remuneration for the liquidators should be approved.

Orders

[18]The liquidation of Satgur Orchard Limited is terminated.

[19]              I approve the liquidators’ final remuneration of $32,389 exclusive of GST and disbursements of $16,968.16 exclusive of GST.

[20]There is no further order as to costs.

Associate Judge Brittain

1      Re Roslea Path Ltd (in liquidation) [2013] 1 NZLR 207. See also the recent Court of Appeal decision Toon v Quinn & Wells [2021] NZCA 696 at [57]-[65] and Madsen Ries and Levin v Salus Safety Equipment Ltd [2022] NZCA 101, where the Court of Appeal affirmed the principles in Re Roslea Path Ltd (in liquidation).