Gaylard v Carr, in the matter of Telezon Limited (ACN 009 151 277) [2004] FCA 237

FEDERAL COURT OF AUSTRALIA

Gaylard v Carr, in the matter of Telezon Limited (ACN 009 151 277) [2004] FCA 237 CORPORATIONS – interlocutory application to adjourn company meeting – notice of meeting and explanatory statement sent to creditors – whether explanatory statement is misleading – validity of notice of meeting given to directors and auditor – resolution to remove directors – whether directors appointed pursuant to s 203D(1) of the Corporations Act 2001 (Cth).

Corporations Act 2001 (Cth): s 1322

IN THE MATTER OF TELEZON LIMITED (ACN 009 151 277)

MICHAELROBERTGAYLARD,RICHARDFLORYandTALENTTIN LUN LEUNG v FRANK CARR, BLACKMORT NOMINEES PTY LTD (ACN 009 159 540) and JAMEL INVESTMENTS PTY LTD (ACN 059 378 460) V 184 of 2004 GOLDBERG J 26 FEBRUARY 2004 MELBOURNE

IN THE FEDERAL COURT OF AUSTRALIA

VICTORIA DISTRICT REGISTRY V 184 of 2004

IN THE MATTER OF TELEZON LIMITED (ACN 009 151 277)

BETWEEN: MICHAEL ROBERT GAYLARD

RICHARD FLORY

TALENT TIN LUN LEUNG

Plaintiffs

AND: FRANK CARR,

BLACKMORT NOMINEES PTY LTD (ACN 009 159 540)

JAMEL INVESTMENTS PTY LTD (ACN 059 378 460)

Defendants

JUDGE: GOLDBERG J

DATE OF ORDER: 26 FEBRUARY 2004

WHERE MADE: MELBOURNE

UPON THE PLAINTIFFS BY THEIR COUNSEL UNDERTAKING TO THE COURT:

(a) to submit to such order (if any) as the Court may consider to be just for the payment of compensation, to be assessed by the Court or as it may direct, to any person, whether or not a party, adversely affected by the operation of the interlocutory order or undertaking or any continuation (with or without variation) thereof; and (b) to pay the compensation referred to in (a) to the person there referred to. THE COURT ORDERS THAT: 1. The interlocutory application for the adjournment of the company meeting to be held on 27 February 2004 be dismissed. 2. In the event that a resolution to remove the plaintiffs is passed by the company, the defendants be restrained from excluding, or procuring the exclusion of, the plaintiffs from any meetings of the board of directors until the trial of the proceeding or further order. 3. The proceeding be adjourned to a directions hearing on 2 March 2004. 4. Costs be reserved.