New South Wales Supreme Court CITATION : Re ACN 077 368 257 [2002] NSWSC 1258 CURRENT JURISDICTION: Equity FILE NUMBER(S) : SC 6000/02 HEARING DATE(S) : 18 December 2002 JUDGMENT DATE : 18 December 2002 PARTIES : Andrew John Love in his capacity as Liquidator of ACN 077 368 257 (in liquidation) - Plaintiff JUDGMENT OF : Campbell J COUNSEL : T G R Parker SOLICITORS : Allens Arthur Robinson (Plaintiff) CATCHWORDS : CORPORATIONS - WINDING UP - application by liquidator to be excused, retrospectively, from holding annual meetings of shareholders and creditors - explanation needed for why meetings were not held LEGISLATION CITED : Corporations Act 2001 (Cth) DECISION : Application adjourned IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION EQUITY LIST CAMPBELL J WEDNESDAY 18 DECEMBER 2002 ANDREW JOHN LOVE IN HIS CAPACITY AS LIQUIDATOR OF ACN 077 368 257 LIMITED (In Liquidation) JUDGMENT 1 HIS HONOUR: This is an application under section 447A of the Corporations Act. It is brought by the liquidator of a company which went into voluntary winding up in December 2000, after a period of administration. The liquidation is, I am told, practically finalised, and the members will end up getting nothing. 2 There has been some information given to creditors in the course of the liquidation. However, no annual meetings of either creditors or shareholders have been held. Section 508 of the Corporations Act requires annual meetings of shareholders and creditors. Section 509 requires there to be a final meeting of shareholders and creditors. 3 The application seeks a variation of the usual statutory provisions so that, retrospectively, there be no requirement for annual meetings of shareholders and creditors. It also seeks an order that the only final meeting that will be required will be a meeting of creditors. 4 The provisions about the meetings which are to take place from time to time in the course of a liquidation are an important aspect of the regular conduct of the liquidation. It would be surprising if an experienced liquidator had overlooked provisions such as section 508. No evidence has been given as to how it happened that no meetings were held. 5 It is most undesirable for the Court to be placed in a situation where a liquidator comes along to court, says that he has not complied with certain provisions of the legislation, and, without any explanation as to how this came about, seeks to be excused. I am not prepared to make the orders in that situation. 6 I stand the application over to the Corporations list on 10 February 2003. On the undertaking of Michael Charles Quinlan to pay any fees which might be payable, I grant leave to file in court an originating process in the form initialled by me, together with an affidavit of Benedict John Dunstan, sworn 18 December 2002 and an affidavit of Andrew John Love sworn 13 December 2002, and a further affidavit of Andrew John Love sworn 22 November 2002. ********** Last Modified: 02/06/2003 DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated.