In the matter of Tianda Iron Ore (Australia) Pty Ltd [2019] NSWSC 891

In the matter of Tianda Iron Ore (Australia) Pty Ltd [2019] NSWSC 891

The court was satisfied that TIOA had suspended its business for over a year and that there was an irretrievable deadlock between shareholders, justifying a winding up order under both s 461(1)(c) and s 461(1)(k) of the Corporations Act 2001 (Cth). Procedural requirements were dispensed with as there were no creditors who could object, and costs were awarded to the plaintiff on the ordinary basis.

Parties
Plaintiff: Tianda Iron Ore Limited; First Defendant: Tianda Iron Ore (Australia) Pty Ltd; Second Defendant: Gansu Nonferrous Metal Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
24 April 2019
Procedural Posture
Application for Winding Up of Company / Judgment
Outcome
Order for winding up of the First Defendant granted; costs awarded to the Plaintiff against the Second Defendant.
Legal Topics
Winding Up, Deadlock Between Shareholders, Distribution of Assets, Procedural Requirements for Winding Up, Costs in Corporate Proceedings
Corporations Equity Winding Up Deadlock Between Shareholders Distribution of Assets Procedural Requirements for Winding Up Costs in Corporate Proceedings

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Parties

Tianda Iron Ore Limited

Plaintiff

Tianda Iron Ore (Australia) Pty Ltd

First Defendant

Gansu Nonferrous Metal Australia Pty Ltd

Second Defendant

Procedural Posture

Application for Winding Up of Company / Judgment

Legal Issues

  1. 1 Whether the company, Tianda Iron Ore (Australia) Pty Ltd, should be wound up under s 461(1)(c) or s 461(1)(k) of the Corporations Act 2001 (Cth)
  2. 2 Whether there is a deadlock between shareholders justifying winding up
  3. 3 Whether procedural requirements for winding up should be dispensed with

Ratio Decidendi

The court was satisfied that TIOA had suspended its business for over a year and that there was an irretrievable deadlock between shareholders, justifying a winding up order under both s 461(1)(c) and s 461(1)(k) of the Corporations Act 2001 (Cth). Procedural requirements were dispensed with as there were no creditors who could object, and costs were awarded to the plaintiff on the ordinary basis.

Court Disposition

Order for winding up of the First Defendant granted; costs awarded to the Plaintiff against the Second Defendant.

Orders

  • Order under ss 461(1)(c) and 461(1)(k) of the Corporations Act that Tianda Iron Ore (Australia) Pty Ltd be wound up.
  • The Second Defendant to pay the Plaintiff's costs of the proceedings, on the ordinary basis, as agreed or as assessed.