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Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company)
Liquidator’s Statutory Report to Creditors
Friday, 27 October 2017
Cameron Crichton
Joint and Several Liquidator
T (07) 3222 0200
E cameron.crichton@au.gt.com
Michael Gerard McCann
Joint and Several Liquidator
T (07) 3222 0200
E michael.mccann@au.gt.com
Introduction
I refer to my initial correspondence to creditors dated Friday, 25 August in which I advised you of
Michael McCann and my appointment as liquidator and your rights as a creditor in the liquidation.
The purpose of this report is to:
Provide you with an update on the progress of the liquidation.
Advise you of the likelihood of a dividend being paid in the liquidation.
We have relied on information provided from numerous sources to prepare the report, including:
Discussions with the Director of the Company, Mr Tua Moala.
Discussions with the Secured Creditor, TL Rentals Pty Ltd
Discussions with the Company’s current and former accountants.
Information available from public sources, such as, Australian Securities and Investments.
Commission (ASIC) and the Personal Property Securities Register (PPSR).
A review of the Company's books and records provided to date.
Whilst I have no reason to doubt the accuracy of any information, I have not performed an audit
and reserve the right to alter my conclusions, should the underlying data prove to be inaccurate or
change materially from the date of this report.
Update on the progress of the liquidation
Circumstances leading to winding up
The Company was registered on 16 June 2011 and operated from North Lakes QLD 4509. The
Company operated in the Media and Telecommunication sector and provided telecommunications
services for Service Stream Pty Ltd.
On the 17 June 2017, prior to our appointment, a related party to the director (understood to be his
sister - Nofomuli Moala) registered i50Four Technology Pty Ltd with a view to taking an assignment
of the Company’s business assets and liabilities. Our investigations have indicated that on 01 July
2017 staff who were previously employed by the Company were transferred to i50Four Technology
Pty Ltd.
Our investigations confirm that the Company did not formally assign the assets to I50 Four
Technology Pty Ltd prior to our appointment.
The Company had one customer, Service Stream, who terminated their engagement following the
appointment of the Liquidators.
Assets and liabilities
The Director of the Company is required to complete and provide to the Joint and Several
Liquidators a statement about the Company's business, property, affairs and financial
circumstances, also known as the Report as to Affairs (RATA). The RATA is a snapshot in time as
at the date of my appointment of the assets and liabilities of the Company, disclosing book values
and the Director’s opinion on the estimated realisable value (ERV) for assets.
On Friday, 04 August 2017 a written request was issued to the Director to complete the RATA for
the Company.
On 23 August 2017 the Report as to Affairs and Director’s Questionnaire was submitted by the
director.
Below is an analysis of the assets and liabilities of the company, and comparison to the RATA as
provided by the Director. The estimated realisable value for the motor vehicle has been withheld
due to the commercial sensitivity of the asset.
Director's RATA Liquidator's
Item Book Value
($) ERV
($) ERV ($)
Assets
Interest in land - - -
Sundry Debtors 37,687 37,687 37,687
Cash on hand - - -
Cash at bank 3,304 3,304 1,023
Stock on hand - -
Work in progress - - -
Plant and Equipment - 1,000
Other Assets - - 2,000
Sub Total 40,991 40,991 41,710
Assets subject to specific charges 296,739 - Withheld
Less amounts owed to secured creditors (270,779) - 300,338
Total Estimated Realisable Values 66,951 40,991 N/A
Liabilities
Employee Entitlements - - -
Amounts owing to secured creditors - - -
Preferential claims ranked behind secured
creditors - - -
Amounts owing to partly secured creditors - - -
Unsecured creditors - - 253,884
Total amounts claimed - - 253,884
Estimated Surplus/ (deficiency) N/A
The below table outlines the known creditors of the Company as at our appointment
Creditor Address Debt ($) Related Party
ATO (Insolvency) PO Box 9003 Penrith NSW 2740 241,298 No
Singtel Optus Pty Ltd Locked Bag 993 North Sydney NSW 2059 2,048 No
FlexiRent Capital Pty Ltd Locked Bag 5005 Royal Exchange NSW 1225 10,538 No
VISIS Accounting Service GPO Box 7043 Brisbane Qld 4001 4,202 No
TL Rentals Pty Ltd PO Box 1234 Chatswood NSW 2057 59,981 No
Total 318,067
Receipts and Payments to date
The table below contains the details of receipts and payments in the liquidation period from 04
August 2017 to 25 October 2017.
Receipts and payments as at 25 October 2017 $
Receipts
Cash at bank 1,023
Accounts Receivable (Pre Appointment) 37,687
Total Receipts 38,711
Payments
- -
Total Payments -
Net Receipts/ (Payments) 38,711
Actions undertaken to date
Since appointment I have undertaken the following tasks:
Advised creditors of my appointment as liquidator;
Arranged insurance cover;
Issued correspondence to the Director of the Company requesting copies of books and
records and a Report as to Affairs;
Held meetings with the director of the Company;
Commenced my own investigations into matters affecting the Company;
Received and responded to creditor queries regarding the liquidation of the Company;
Realised debts of the Company;
Engaged with I50Four Technology Pty Ltd regarding the sale of plant and equipment and
goodwill of the Company
Engaged with TL Rentals Pty Ltd regarding their security interests registered against the
Company and investigated the validity of those registrations; and
Complied with my statutory obligations
Sale of Business
Following discussions with the director, we were advised that i50Four Technology Pty Ltd wished to
purchase various plant and equipment and goodwill off Tua Moala Pty Ltd. I50 Four Technology
Pty Ltd offered c$3k for the Company’s limited plant and equipment and goodwill. Our agents
advised that the plant and equipment was worth c$1k. As this offer is a superior outcome to that
likely to be achieved from an auction of the equipment (noting goodwill is arguably negligible) the
offer was agreed and an invoice for same has been issued.
Investigations and possible recovery actions
PPSR Investigations
Our initial PPSR review indicated that there were four vehicles subject to security interests (held by
TL Rentals Pty Ltd). Of these four security interests, three were perfected on the PPSR and as no
equity existed in the leases they were disclaimed.
On appointment it was the Liquidator’s view that registration of the security interest for the fourth
vehicle was not perfected. We were of the opinion that section 588FL of the Corporations Act 2001
(Cth) (the “Act”) applies and title of the vehicle vests in the company. The realisable value has been
withheld due to the commercially sensitive nature of the dispute.
Our investigations into the security interest included:
Reviewing the registration on the PPSA;
Reviewing the lease agreement and terms and conditions of the contract;
Reviewing the invoice associated with the sale of the asset;
Reviewing the registration details of the vehicle with the Department of Main Roads; and
Confirming the date the Company obtained possession of the vehicle.
Our negotiations with TL Rentals Pty Ltd continue. The vehicle is currently with our sales agent and
subject to determining the PPSA dispute, a sale campaign will commence shortly.
Investigations undertaken I have commenced my initial investigations into the affairs of the Company prior to my appointment
and any potential recovery actions that may be available to the Joint and Several Liquidators to
pursue.
To date, we have undertaken the following investigations:
What happened to the business of the Company
If there were any potential insolvent trading claims or voidable transactions.
My findings of these investigations are detailed below. While we are satisfied that our investigations
are complete, we reserve the right to undertake further enquiries should further information become
available.
What happened to the business of the Company
The Director has stated the following reasons for the Company's financial difficulties and the
ultimate need to have the Company wound up.
Inefficient cash flow management
Lack of business acumen
My investigations into the affairs of the Company, confirm that the Company's difficulties were
brought about by reasons identified by the Director. In addition, I also note the following
Poor financial control including lack of records;
Poor strategic management of business; and
Inadequate cash flow or high cash use
Insolvent trading I have reviewed both the cash flow and balance sheet tests of insolvency and have determined that
the Company likely became insolvent at least 16 – 24 months prior to our appointment based on
the following factors:
Non-payment of statutory debt;
Unprofitable trading; and
Lack of aged creditor details and incomplete account records.
Our ability to recover funds from any potential insolvent trading claim is predicated by the financial
position of the director. We have conducted a motor vehicle and property search of the director and
to date have not identified any assets in his name. An insolvent trading claim is therefore unlikely to
be pursued.
Voidable transactions
My preliminary investigations have not identified any recoverable unfair preference claims,
uncommercial transactions, unfair loans or unreasonable director-related transactions.
Further inquiries to be undertaken
We have submitted our report to ASIC pursuant to s533 of the Act and will liaise with them should a
supplementary report be required. Should no further report be required I do not expect any further
investigations to be undertaken for the following reasons:
There is no evidence of voidable transactions; and
There is no evidence of other recoveries for creditors.
Meetings held
I have not been required to hold and therefore I have not held any meeting for the Company since
my appointment. A meeting will be held in the coming weeks and creditors will be notified of this.
Other matters
Outstanding matters of the liquidation are:
Realise remaining assets;
Finalise investigations;
Hold meeting of creditors; and
Make distribution to creditors, if possible.
Likelihood of a dividend
On realisation of the Toyota Hilux, the position on a dividend to creditors and the quantum of same
can be confirmed.
Currently, we expect to be able to pay:
A dividend to unsecured creditors in the range of 1 to 8 cents in the dollar within 3- 6 months.
When I am ready to declare a dividend, any creditor whose claim has not yet been admitted will be
contacted and asked to submit a proof of debt. This formalises your claim in the liquidation and is
used to determine all claims against the Company.
Cost of the liquidation
I am not seeking approval of any remuneration at this time, however, approval be sought at a
creditors’ meeting to be called in the coming weeks. I will provide creditors with the required
remuneration report and details of same in due course.
What happens next in the liquidation?
We will write to you in the coming weeks in relation to convening the meeting of creditors.
We may write to you again with further information on the progress of the liquidation.
We expect to have completed this liquidation within 3 – 6 months.
Compliance with best practice
I confirm that this report complies with the requirements in the Insolvency Practice Rules (IPR),
specifically IPR 70-40, as well as the statements of best practice issued by the Australian
Restructuring Insolvency and Turnaround Association (ARITA) with regard to content of the
Statutory Report by a Liquidator and the Code of Professional Practice with regard to
remuneration.
What to do next
You should now:
Read the report and appendixes
Contact my office should you have any queries
Complete and return your proof of debt
Where can you get more information?
You can access information which may assist you on the following websites:
ARITA at www.arita.com.au/creditors
ASIC at www.asic.giv.au (search for “insolvency information sheets”).
Should you have any queries with respect to the above, you may also contact Benjamin Sanders of
my office on (07) 3222 0429 or via email on benjamin.sanders@au.gt.com. There is also
information about this liquidation on our firms’ website.
Dated: Friday, 27 October 2017
Cameron Crichton
Joint and Several Liquidator
List of attachments
Appendix A - Creditor’s rights in a liquidation Appendix B – Proof of debt
ARITA ACN 002 472 362
Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e admin@arita.com.au | arita.com.au
AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION
Creditor Rights in Liquidations
Requests must be reasonable.
They are not reasonable if:
Both meetings and information:
(a) complying with the request would
prejudice the interests of one or
more creditors or a third party
(b) there is not sufficient available
property to comply with the request
(c) the request is vexatious
Meeting requests only:
(d) a meeting of creditors dealing with
the same matters has been held, or
will be held within 15 business days
Information requests only:
(e) the information requested would be
privileged from production in legal
proceedings
(f) disclosure would found an action
for breach of confidence
(g) the information has already been
provided
(h) the information is required to be
provided under law within 20
business days of the request
If a request is not reasonable due to (b),
(d), (g) or (h) above, the liquidator must
comply with the request if the creditor
meets the cost of complying with the
request.
Otherwise, a liquidator must inform a
creditor if their meeting or information
request is not reasonable and the
reason why.
As a creditor, you have rights to request meetings and information or take certain actions:
Right to request a meeting
Right to request
information
Right to give directions to
liquidator
Right to appoint a reviewing liquidator
Right to replace
liquidator
Right to request a meeting
Right to request information
In liquidations, no meetings of creditors are held automatically.
However, creditors with claims of a certain value can request in
writing that the liquidator hold a meeting of creditors.
A meeting may be requested in the first 20 business days in a
creditors’ voluntary liquidation by ≥ 5% of the value of the debts held
by known creditors who are not a related entity of the company.
Otherwise, meetings can be requested at any other time or in a court
liquidation by:
▪ > 10% but < 25% of the known value of creditors on the condition
that those creditors provide security for the cost of holding the
meeting
▪ ≥ 25% of the known value of creditors
▪ creditors by resolution, or
▪ a Committee of Inspection (this is a smaller group of creditors
elected by, and to represent, all the creditors).
If a request complies with these requirements and is ‘reasonable’,
the liquidator must hold a meeting of creditors as soon as
reasonably practicable.
Liquidators will communicate important information with creditors as
required in a liquidation. In addition to the initial notice, you should
receive, at a minimum, a report within the first three months on the
likelihood of a dividend being paid.
Additionally, creditors have the right to request information at any
time. A liquidator must provide a creditor with the requested
information if their request is ‘reasonable’, the information is relevant
to the liquidation, and the provision of the information would not
cause the liquidator to breach their duties.
A liquidator must provide this information to a creditor within 5
business days of receiving the request, unless a longer period is
agreed. If, due to the nature of the information requested, the
liquidator requires more time to comply with the request, they can
extend the period by notifying the creditor in writing.
AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2
12112 (LIQ) - INFO - CREDITOR RIGHTS INFORMATION SHEET V1_0.DOCX Version: July 2017
Creditors, by resolution, may give a liquidator directions in relation to a liquidation. A liquidator must have
regard to these directions, but is not required to comply with the directions.
If a liquidator chooses not to comply with a direction given by a resolution of the creditors, they must
document their reasons.
An individual creditor cannot provide a direction to a liquidator.
Creditors, by resolution, may appoint a reviewing liquidator to review a liquidator’s remuneration or a cost or
expense incurred in a liquidation. The review is limited to:
▪ remuneration approved within the six months prior to the appointment of the reviewing liquidator, and
▪ expenses incurred in the 12 months prior to the appointment of the reviewing liquidator.
The cost of the reviewing liquidator is paid from the assets of the liquidation, in priority to creditor claims.
An individual creditor can appoint a reviewing liquidator with the liquidator’s consent, however the cost of
this reviewing liquidator must be met personally by the creditor making the appointment.
Creditors, by resolution, have the right to remove a liquidator and appoint another registered liquidator.
For this to happen, there are certain requirements that must be complied with:
Meeting request Information and notice Resolution at meeting
Right to appoint a reviewing liquidator
Right to replace liquidator
Right to give directions to liquidator
A meeting must be reasonably
requested by the required
number of creditors.
Creditors must inform the
existing liquidator of the
purpose of the request for the
meeting.
Creditors must determine who
they wish to act as the new
liquidator (this person must be a
registered liquidator) and obtain:
▪ Consent to Act, and
▪ Declaration of
Independence, Relevant
Relationships and
Indemnities (DIRRI).
The existing liquidator will send
a notice of the meeting to all
creditors with this information.
If creditors pass a resolution
to remove a liquidator, that
person ceases to be
liquidator once creditors pass
a resolution to appoint
another registered liquidator.
For more information, go to www.arita.com.au/creditors
*Do not complete if this proof is made by the creditor personally.
ACN 151511054
FORM 535 Subregulation 5.6.49(2)
Corporations Act (2001)
FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM)
To the Liquidators of Tua Moala Pty Ltd (In Liquidation)
1. This is to state that the company was on Friday, 4 August 2017 (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), and still is, justly and truly indebted to:
_________________________________________________________ (full name and address of the creditor and, if applicable, the creditor's partners. If prepared by
an employee or agent of the creditor, also insert a description of the occupation of the creditor) for $_______________and______cents.
Date Consideration (state how the Debt arose)
Amount $ c
Remarks (include details of voucher substantiating payment
2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, show them in a schedule in the following form).
Date Drawer Acceptor Amount $c Due Date
*3. I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.
*3. I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.
........................................... Dated Signature Occupation: Address
Proof of Debt Reference:
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