In the matter of Kentel Australasia Pty Limited [2024] NSWSC 1352

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Kentel Australasia Pty Limited [2024] NSWSC 1352 Hearing dates: 18 October 2024 Date of orders: 28 October 2024 Decision date: 28 October 2024 Jurisdiction: Equity - Corporations List Before: Nixon J Decision: (1) Order that a meeting of the members of the First Defendant, Kentel Australasia Pty Ltd, be convened at 10.30am on 6 November 2024 at Level 6, 25 Bligh Street, Sydney NSW 2000 and using online video link technology, for the purpose of considering and voting on the resolutions set out in Annexure A to the Originating Process. (2) Order that: (a) the members of the First Defendant be permitted to attend the meeting convened pursuant to Order 1 using online video link technology; (b) the Plaintiff is to give notice in writing to the First Defendant by 5.00pm on 5 November 2024 of the online video link that may be used to attend the meeting; and (c) a single member is to constitute a quorum of members of the First Defendant at that meeting. (3) The Second Defendant pay the Plaintiff's costs of the proceeding. Catchwords: CORPORATIONS – Court's power to order that a meeting of members be called – meaning of "impracticable" – relevant considerations for exercise of Court's discretion Legislation Cited: Corporations Act 2001 (Cth), ss 135, 249F, 249G, 249T, 1319 Cases Cited: Beck v Tuckey Pty Ltd [2004] NSWSC 357 Clark-Ugle v Clark [2016] VSCA 44 Favretto v Eagland (1995) 18 ACSR 196 Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd [2001] NSWCA 97 Hancock Family Memorial Foundation Ltd v Porteous (2000) 22 WAR 198; [2000] WASCA 29 In re H R Paul & Son Ltd (1973) 118 Sol Jo 166 In re Opera Photographic Ltd [1989] 1 WLR 634 (Ch D) In re Westbourne Galleries Ltd [1973] AC 360 Jenashare Pty Ltd v Lemrib Pty Ltd (1993) 11 ACSR 345 Laine Commodities Pte Ltd (recs apptd.) v CS Agriculture Pty Ltd [2021] FCA 635 Metalicity Ltd v Nex Metals Explorations Ltd [2022] WASC 234 Mopeke Pty Ltd v Airport Fine Foods Pty Ltd [2007] NSWSC 153 Northwest Capital Management v Westate Capital Ltd [2012] WASC 121 O'Neill v Phillips [1999] 2 All ER 961 Re El Sombrero Ltd [1958] Ch 900 Re Scientific Management Associates Pty Ltd [2019] NSWSC 1643 Re Statewide Office Furniture Pty Ltd [2015] NSWSC 142 Re Totex-Adon Pty Ltd and the Companies Act [1980] 1 NSWLR 605 Sheref v UFC Trading Enterprise Pty Ltd [2024] WASC 344 Turnbull v National Roads and Motors' Association Limited [2004] NSWSC 557 Wambo Coal Pty Ltd v Sumiseki Materials Co Ltd (2014) 88 NSWLR 689; [2014] NSWCA 326 Category: Principal judgment Parties: Kentel Pty Ltd (Plaintiff) Kentel Australasia Pty Ltd (First Defendant) Bronson Management Pty Ltd (Second Defendant) Representation: Counsel: C Bova SC w H Rogers (Plaintiff) D Pritchard SC w B Smith (Defendants)