ADG Industries Pty Ltd (ACN 112 167 638) No 2 v ARA Group Pty Ltd (ACN 074 886 561) [2007] FCA 1952

FEDERAL COURT OF AUSTRALIA

ADG Industries Pty Ltd (ACN 112 167 638) No 2 v ARA Group Pty Ltd (ACN 074 886 561) [2007] FCA 1952

ADG INDUSTRIES PTY LTD (ACN 112 167 638) AND ORS v ARA GROUP PTY LTD (ACN 074 886 561) AND ORS NSD2174 OF 2007

EMMETT J

30 NOVEMBER 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD2174 OF 2007

BETWEEN: ADG INDUSTRIES PTY LTD ACN 112 167 638

First Plaintiff

ADVANCED CONSOLIDATED HOLDINGS PTY LTD

ACN 113 488 190

Second Plaintiff

ARA GROUP MANAGEMENT PTY LTD ACN 122 697 027

Third Plaintiff

T C TECHNOLOGIES (AUSTRALIA) PTY LTD

ACN 071 253 971

Fourth Plaintiff

ADVANCED SECURITY SYSTEMS PTY LTD

ACN 003 656 371

Fifth Plaintiff

ADVANCED GROUP RESOURCES PTY LTD

ACN 109 257 927

Sixth Plaintiff

ADVANCED MECHANICAL SYSTEMS PTY LTD

ACN 002 948 218

Seventh Plaintiff

ELECTOMECH PTY LTD ACN 071 253 908

Eighth Plaintiff

BASS ELECTRICAL (NSW) PTY LTD ACN 102 626 666

Ninth Plaintiff

AND: ARA GROUP PTY LTD ACN 074 886 561

First Defendant

ENVIRONMENTAL AUTOMATION PTY LTD

ACN 002 938 187

Second Defendant

AIC SOLUTIONS PTY LTD ACN 063 676 415

Third Defendant

AIR CONDITIONING ENGINEERING SERVICES PTY LTD ACN 122 466 693

Fourth Defendant

BASS ELECTRICAL PTY LTD ACN 098 616 409

Fifth Defendant

JUDGE: EMMETT J

DATE OF ORDER: 30 NOVEMBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(4)(b) and section 411(6) of the Corporations Act 2001 (the Act), the schemes of arrangement in relation to each Plaintiff, having been duly resolved upon in favour at meetings of the members of each Plaintiff in accordance with section 411(4)(a)(ii) of the Act , be approved, subject to the following alteration, namely the substitution in clause 19.1 of the schemes of arrangement of "5:00pm" for "12:00pm", so that the schemes of arrangement so approved and altered are in the form set out in annexure "A" to these orders (the Scheme). 2. Pursuant to section 411(12) of the Act, eachPlaintiff be exempted from the requirements of section 411(11) of the Act. 3. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of First Plaintiff, save for and except for any Excepted Policy of the First Plaintiff, will be transferred to and become the Assets of First Defendant; (b) second, all of the Liabilities of First Plaintiff, save for and except for any Excepted Liability of the First Plaintiff, will be transferred to and become the Liabilities of First Defendant; and (c) third, First Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 4. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Second Plaintiff, save for and except for any Excepted Policy of the Second Plaintiff, will be transferred to and become the Assets of First Defendant; (b) second, all of the Liabilities of Second Plaintiff, save for and except for any Excepted Liability of the Second Plaintiff, will be transferred to and become the Liabilities of First Defendant; and (c) third, Second Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 5. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Third Plaintiff, save for and except for any Excepted Policy of the Third Plaintiff, will be transferred to and become the Assets of First Defendant; (b) second, all of the Liabilities of Third Plaintiff, save for and except for any Excepted Liability of the Third Plaintiff, will be transferred to and become the Liabilities of First Defendant; and (c) third, Third Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 6. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Fourth Plaintiff, save for and except for any Excepted Policy of the Fourth Plaintiff will be transferred to and become the Assets of Second Defendant; (b) second, all of the Liabilities of Fourth Plaintiff, save for and except for any Excepted Liability of the Fourth Plaintiff will be transferred to and become the Liabilities of Second Defendant; and (c) third, Fourth Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 7. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Fifth Plaintiff, save for and except for any Excepted Policy of the Fifth Plaintiff, will be transferred to and become the Assets of Third Defendant; (b) second, all of the Liabilities of Fifth Plaintiff, save for and except for any Excepted Liability of the Fifth Plaintiff will be transferred to and become the Liabilities of Third Defendant; and (c) third, Fifth Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 8. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Sixth Plaintiff, save for and except for any Excepted Policy of the Sixth Plaintiff, are to be transferred to and become the Assets of Fourth Defendant; (b) second, all of the Liabilities of Sixth Plaintiff, save for and except for any Excepted Liability of the Sixth Plaintiff, are to be transferred to and become the Liabilities of Fourth Defendant; and (c) third, Sixth Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 9. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Seventh Plaintiff, save for and except for any Excepted Policy of the Seventh Plaintiff, are to be transferred to and become the Assets of Fourth Defendant; (b) second, all of the Liabilities of Seventh Plaintiff, save for and except for any Excepted Liability of the Seventh Plaintiff, are to be transferred to and become the Liabilities of Fourth Defendant; and (c) third, Seventh Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 10. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Eighth Plaintiff, save for and except for any Excepted Policy of the Eighth Plaintiff, are to be transferred to and become the Assets of Fourth Defendant; (b) second, all of the Liabilities of Eighth Plaintiff, save for and except for any Excepted Liability of the Eighth Plaintiff, are to be transferred to and become the Liabilities of Fourth Defendant; and (c) third, Eighth Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 11. Pursuant to section 413(1) of the Act (using the definitions in the Scheme), as from the Effective Time, each of the following transactions will occur in the order set out below: (a) first, all of the Assets of Ninth Plaintiff, save for and except for any Excepted Policy of the Ninth Plaintiff, are to be transferred to and become the Assets of Fifth Defendant; (b) second, all of the Liabilities of Ninth Plaintiff, save for and except for any Excepted Liability of the Ninth Plaintiff, are to be transferred to and become the Liabilities of Fifth Defendant; and (c) third, Ninth Plaintiff will be deregistered without winding up pursuant to section 413(1)(d) of the Corporations Act. 12. Pursuant to section 413(1)(c) of the Act, as from the Effective Time (as defined in the Scheme), any legal proceedings pending by or against each Plaintiff will be continued by or against: (a) The First Defendant in respect of the First Plaintiff, the Second Plaintiff and the Third Plaintiff; (b) The Second Defendant in respect of the Fourth Plaintiff; (c) The Third Defendant in respect of the Fifth Plaintiff; (d) The Fourth Defendant in respect of the Sixth Plaintiff, the Seventh Plaintiff and the Eighth Plaintiff; and (e) The Fifth Defendant in respect of the Ninth Plaintiff. 13. Liberty be reserved to the Plaintiffs and each of them is able to apply for any consequential orders as may be considered necessary or desirable under section 413 of the Act. 14. These orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. ANNEXURE A