In the matter of American Patriot Oil & Gas Limited [2022] NSWSC 777

Supreme Court New South Wales

Medium Neutral Citation: In the matter of American Patriot Oil & Gas Limited [2022] NSWSC 777 Hearing dates: 6 June 2022 Date of orders: 6 June 2022 Decision date: 06 June 2022 Jurisdiction: Equity - Corporations List Before: Black J Decision: Application dismissed. Company to pay ASIC's costs of and incidental to the application as agreed or as assessed. Catchwords: CORPORATIONS — Accounts — Lodgement of financial reports — Where company seeks relief under s 1322(4)(d) of the Corporations Act 2001 (Cth) to extend the time for lodgement of various financial reports, directors' reports and auditors' reports — Where the Australian Securities and Investments Commission has commenced prosecution in relation to the company's failure to lodge those reports — Where the company's financial position was in a parlous state Legislation Cited: Corporations Act 2001 (Cth), s 1322(4)(d) Cases Cited: Re Compaction Systems Pty Ltd and the Companies Act [1976] 2 NSWLR 477 Re Flight Centre Technology Pty Ltd [2022] NSWSC 367 Weinstock v Beck (2013) 251 CLR 396; (2013) 93 ACSR 231; [2013] HCA 14 Category: Principal judgment Parties: American Patriot Oil and Gas Limited (Plaintiff) Representation: Counsel: D L Williams SC/A Flick R Hosikian (Lawyer) (Interested Party)

Solicitors: Thomson Geer (Plaintiff) Australian Securities and Investments Commission (Interested Party) File Number(s): 2022/142552

Judgment

Nature of the application 1. By Originating Process filed on 17 May 2022, American Patriot Oil and Gas Limited ("Company") seeks a range of orders under s 1322(4)(d) of the Corporations Act 2001 (Cth) ("Act") to extend the time for lodgement of its financial reports, directors' reports, auditors' reports and half-yearly financial reports for the years ended 30 June 2019 to 31 December 2021, and to extend the time for annual general meetings in those years. The Company seeks that relief in circumstances that a prosecution of the Company has already been commenced by the Australian Securities and Investments Commission ("ASIC") in respect of its failure to lodge those financial reports. Notably, it did not previously seek such relief, although it must have been apparent to it that it was not lodging those financial reports or conducting those annual general meetings prior to the commencement of that prosecution. 2. I have been provided with comprehensive evidence in respect of the application, and comprehensive submissions by Mr Williams, with whom Mr Flick appears, for the Company. The comprehensive character of the evidence and submissions means that it is possible to deal with the application in shorter form than would otherwise be the case. It has not been necessary to hear from Ms Hosikian, who represents ASIC in respect of the application. I note that ASIC opposes the relief which the Company seeks.