In the matter of Aspirion Group Pty Ltd (receiver and manager appointed) and In the matter of Aspirion Holdings Pty Ltd (receiver and manager appointed) [2014] NSWSC 39

In the matter of Aspirion Group Pty Ltd (receiver and manager appointed) and In the matter of Aspirion Holdings Pty Ltd (receiver and manager appointed) [2014] NSWSC 39

Because the shareholder had resolved that the Companies be wound up by the Court and there was nothing unconscionable or inequitable, nor any special consideration adversely affecting creditors, the Companies should be wound up under s 461(1)(a). The oversight in notifying ASIC was properly addressed by extending time under s 1322(4), and no likely disadvantage arose from non-publication so publication was dispensed with. Given the raised possibility of conflict if the receivers were appointed as liquidators, independent liquidators who had consented and were accepted by the receivers and Mr Gustetter should be appointed.

Jurisdiction
Australia
Judgment Date
03 February 2014
Procedural Posture
Corporations List Proceeding for Winding Up Orders Under S 461(1)(a) of the Corporations Act 2001 (cth) and Related Orders / Interlocutory Applications; Ex Tempore Judgment on Originating Process
Outcome
Order for winding up of companies. Extension of time for lodgement of special resolution with the Australian Securities and Investments Commission. Order dispensing with publication of notice of winding up application. Costs reserved.
Legal Topics
['winding Up by the Court' 'special Resolution for Winding Up' 'extension of Time for Notification to the Australian Securities and Investments Commission' 'dispensing With Publication of Winding Up Application' 'appointment of Liquidators' 'liquidator Independence and Conflict of Interest']
['corporations Law'] ['winding Up by the Court' 'special Resolution for Winding Up' 'extension of Time for Notification to the Australian Securities and Investments Commission' 'dispensing With Publication of Winding Up Application' 'appointment of Liquidators' 'liquidator Independence and Conflict of Interest']

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Procedural Posture

Corporations List Proceeding for Winding Up Orders Under S 461(1)(a) of the Corporations Act 2001 (cth) and Related Orders / Interlocutory Applications; Ex Tempore Judgment on Originating Process

Legal Issues

  1. 1 ['Whether the Companies should be wound up by the Court under s 461(1)(a) of the Corporations Act 2001 (Cth).' 'Whether time should be extended under s 1322(4) of the Corporations Act 2001 (Cth) for giving notification of the special resolution to the Australian Securities and Investments Commission.' 'Whether the Court should dispense with publication of notice of the winding up application under s 467 of the Corporations Act 2001 (Cth).' 'Whether Messrs Purchas and Vardy should be appointed liquidators despite a possible conflict of interest, or whether independent liquidators should be appointed.']

Ratio Decidendi

Because the shareholder had resolved that the Companies be wound up by the Court and there was nothing unconscionable or inequitable, nor any special consideration adversely affecting creditors, the Companies should be wound up under s 461(1)(a). The oversight in notifying ASIC was properly addressed by extending time under s 1322(4), and no likely disadvantage arose from non-publication so publication was dispensed with. Given the raised possibility of conflict if the receivers were appointed as liquidators, independent liquidators who had consented and were accepted by the receivers and Mr Gustetter should be appointed.

Court Disposition

Order for winding up of companies. Extension of time for lodgement of special resolution with the Australian Securities and Investments Commission. Order dispensing with publication of notice of winding up application. Costs reserved.

Orders

  • ['Order that Aspirion Consulting Pty Limited (ACN 126 134 174), Aspirion People Pty Limited (ACN 125 813 694), Synergos Pty Ltd (ACN 126 933 640), Aspirion Technology Pty Limited (ACN 126 232 004) and ASP Property 2 Pty Limited (ACN 124 010 804) be wound up under s 461(1)(a) of the Corporations Act 2001 (Cth).'...