Simplot Australia Pty Ltd (ACN 070 579 609) v Foodlife Inventory Holdings Pty Ltd (Receiver appointed) (ACN 078 176 717), in the matter of Foodlife Inventory Holdings Pty Ltd (Receiver appointed) (ACN 078 176 717) [2002] FCA 1085

FEDERAL COURT OF AUSTRALIA

Simplot Australia Pty Ltd (ACN 070 579 609) v Foodlife Inventory Holdings Pty Ltd (Receiver appointed) (ACN 078 176 717), in the matter of Foodlife Inventory Holdings Pty Ltd (Receiver appointed) (ACN 078 176 717) [2002] FCA 1085 CORPORATIONS – appointment of provisional liquidator pursuant to s 472(2) of the Corporations Act 2001 (Cth) – where administrator and receiver appointed – where company insolvent – where company not a trading entity – whether interests of unsecured creditors better served by continuation of administration or appointment of provisional liquidator.

Corporations Act 2001 (Cth): ss 440A(3), 472(2)

IN THE MATTER OF FOODLIFE INVENTORY HOLDINGS PTY LTD (RECEIVER APPOINTED) (ACN 078 176 717)

SIMPLOT AUSTRALIA PTY LTD (ACN 070 579 609) and FOODLIFE INVENTORY HOLDINGS PTY LTD (Receiver appointed) (ACN 078 176 717)

V 3154 of 2002

GOLDBERG J 26 AUGUST 2002 MELBOURNE

IN THE FEDERAL COURT OF AUSTRALIA

VICTORIA DISTRICT REGISTRY V 3154 of 2002

IN THE MATTER OF FOODLIFE INVENTORY HOLDINGS PTY LTD (RECEIVER APPOINTED) (ACN 078 176 717)

BETWEEN: SIMPLOT AUSTRALIA PTY LTD

(ACN 070 579 609)

Plaintiff

AND: FOODLIFE INVENTORY HOLDINGS PTY LTD

(Receiver appointed)

(ACN 078 176 717)

Defendant

JUDGE: GOLDBERG J

DATE OF ORDER: 26 AUGUST 2002

WHERE MADE: MELBOURNE

THE COURT ORDERS THAT: 1. Pursuant to s 440D, the plaintiff have leave to commence this proceeding against the defendant. 2. Glenn Crisp of Hall Chadwick, Level 9, 459 Collins Street, Melbourne be appointed provisional liquidator of Foodlife Inventory Holdings Pty Ltd (Receiver appointed) (ACN 078 176 717). 3. The provisional liquidator have the following powers: (a) subject to s 477(2A) of the Corporations Act 2001 (Cth), compromise any calls, liabilities to calls, debts, liabilities capable of resulting in debts and any claims (present or future, certain or contingent, ascertained or sounding only in damages) subsisting or supposed to subsist between the company and a contributory or other debtor of person apprehending liability to the company, and all questions in any way relating to or affecting the property or the winding up of the company, on such terms as are agreed, and take any security for the discharge of, and given a complete discharge in respect of, any such call, debt, liability or claim; (b) bring or defend any legal proceeding in the name and on behalf of the company; (c) appoint a solicitor to assist him in his duties; (d) do all acts and execute in the name and on behalf of the company all deeds, receipts and other documents and for that purpose use when necessary the seal of the company; (e) subject to the Bankruptcy Act 1966 (Cth), provide in the bankruptcy of any contributory or debtor of the company or under any deed executed under that Act; (f) draw, accept, make and endorse any bill or exchange or promissory note in the name and on behalf of the company; (g) obtain credit, whether on the security of the property of the company or otherwise; (h) take out letters of administration of the estate of a deceased contributory or debtor, and do any other act necessary for obtaining payment of any money due from any contributory or debtor, or his or her estate, that cannot be conveniently done in the name of the company; and (i) appoint an agent to do any business that the liquidator is unable to do or that it is unreasonable to expect the liquidator to do in person. 4. There be liberty to apply on 24 hours notice. 5. The costs of this application be reserved. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules