In the matter of VSH Investment Pty Ltd [2023] NSWSC 1590

Supreme Court New South Wales

Medium Neutral Citation: In the matter of VSH Investment Pty Ltd [2023] NSWSC 1590 Hearing dates: 11 December 2023 Date of orders: 15 December 2023 Decision date: 15 December 2023 Jurisdiction: Equity - Corporations List Before: Nixon J Decision: See [78] Catchwords: CORPORATIONS – Winding up – Liquidators – Corporation was trustee of a unit trust and acted solely in that capacity – Liquidator sought be appointed receiver of assets of trust – Orders made appointing liquidator as receiver and permitting liquidator to sell trust assets to enforce right of indemnity and recover costs of receivership and winding up. CORPORATIONS – Winding up – Liquidators – Remuneration – Remuneration determination made by resolution of the creditors in respect of liquidator's remuneration to conclusion of winding up – Liquidator's affidavit failed to explain substantial delay in liquidation and in bringing application – Liquidator failed to explain in what respects winding up had proved more complex than was perceived at time of remuneration determination – Concerns raised by sole shareholder of Company and sole unitholder of trust regarding extent of remuneration and expenses – Consideration of quantum of charge over trust assets in respect of liquidator's remuneration and expenses to date. Legislation Cited: Corporations Act 2001 (Cth) s 477(2); Sch 2, ss 60-10, 60-11 Cases Cited: Bastion v Gideon Investments Pty Ltd (in liq) [2000] NSWSC 939 Bruton Holdings Pty Ltd (in liq) v Federal Commissioner of Taxation (2009) 239 CLR 346; [2009] HCA 32 Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth (2019) 268 CLR 524; [2019] HCA 20 Federal Commissioner of Taxation v Bruton Holdings Pty Ltd (in liq) and Others (2008) 173 FCR 472; [2008] FCAFC 184 Hosking, in the matter of Business Aptitude Pty Ltd (in liq) [2016] FCA 1438 In the matter of Say Enterprises Pty Ltd [2018] NSWSC 396 In the matter of Wealth Street Pty Ltd (in liq) [2023] NSWSC 1482 Octavo Investments Pty Ltd v Knight (1979) 144 CLR 360 Re Banksia Securities Ltd (in liq) (recs and mgrs apptd) [2017] NSWSC 540 Re Idylic Solutions Pty Ltd as trustee for Super Save Superannuation Fund and others [2016] NSWSC 1292 Re North Food Catering Pty Ltd [2014] NSWSC 77 Re Sakr Nominees Pty Ltd [2016] NSWSC 709 Re Stansfield DIY Wealth Pty Ltd (in liq) [2014] NSWSC 1484 Sanderson, as liquidator of Sakr Nominees Pty Ltd (in liq) v Sakr [2017] NSWCA 38 Category: Principal judgment Parties: David Ian Mansfield in his capacity as liquidator of VSH Investment Pty Ltd (in liq) (1st Applicant)