Australian Securities and Investment Commission v Aviation 3030 Pty Ltd [2019] FCA 377

Australian Securities and Investment Commission v Aviation 3030 Pty Ltd [2019] FCA 377

Directors engaged in serious misconduct—issuing shares at a gross undervalue to themselves, fabricating documents, misleading investors, and related party transactions—demonstrating loss of confidence and unfitness for management. Despite solvency, winding up on just and equitable grounds is required in the public...

Source-derived case information.

Parties
Plaintiff: Australian Securities and Investment Commission; First Defendant: Aviation 3030 Pty Ltd; Second Defendant: Aviation 3030 Investment Pty Ltd; Third Defendant: Aviation 3030 Holdings Pty Ltd; Fourth Defendant: Aviation 3030 Heng Ly Pty Ltd; Fifth Defendant: Point Cook Aviation 3030 Pty Ltd; Sixth Defendant: Aviation 3030 HL Pty Ltd; First Intervener: Khay Suong Taing Aviation 3030 Pty Ltd; Second Intervener: Lao Holdings Pty Ltd; Third Intervener: Investor Group (see schedule)
Jurisdiction
Australia
Judgment Date
19 March 2019
Procedural Posture
Corporations/winding Up Application / Final Orders After Hearing
Outcome
Applications granted; winding up orders made for all relevant companies and the managed investment scheme.
Legal Topics
Winding Up on Just and Equitable Ground, Directors’ Duties, Public Interest in Company Regulation, Shareholder/unitholder Interests, Registration of Managed Investment Scheme
Corporations Law Managed Investment Schemes Winding Up on Just and Equitable Ground Directors’ Duties Public Interest in Company Regulation Shareholder/unitholder Interests Registration of Managed Investment Scheme

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Parties

Australian Securities and Investment Commission

Plaintiff

Aviation 3030 Pty Ltd

First Defendant

Aviation 3030 Investment Pty Ltd

Second Defendant

Aviation 3030 Holdings Pty Ltd

Third Defendant

Aviation 3030 Heng Ly Pty Ltd

Fourth Defendant

Point Cook Aviation 3030 Pty Ltd

Fifth Defendant

Aviation 3030 HL Pty Ltd

Sixth Defendant

Khay Suong Taing Aviation 3030 Pty Ltd

First Intervener

Lao Holdings Pty Ltd

Second Intervener

Investor Group (see schedule)

Third Intervener

Procedural Posture

Corporations/winding Up Application / Final Orders After Hearing

Legal Issues

  1. 1 Whether the conduct of directors and managers justified the winding up of solvent companies on the just and equitable ground under s 461(1)(k) of the Corporations Act 2001 (Cth)
  2. 2 Whether a managed investment scheme operated in contravention of s 601ED(5) of the Corporations Act
  3. 3 Whether the Aviation 3030 scheme was a 'managed investment scheme' required to be registered under the Corporations Act

Ratio Decidendi

Directors engaged in serious misconduct—issuing shares at a gross undervalue to themselves, fabricating documents, misleading investors, and related party transactions—demonstrating loss of confidence and unfitness for management. Despite solvency, winding up on just and equitable grounds is required in the public interest. The managed investment scheme also contravened registration provisions of the Corporations Act and must be wound up.

Court Disposition

Applications granted; winding up orders made for all relevant companies and the managed investment scheme.

Orders

  • First to sixth defendants (companies) to be wound up pursuant to s 461(1)(k) of the Corporations Act.
  • George Georges and John Lindholm appointed as joint and several liquidators of the first to sixth defendants.