AJK Steel Fabrication Pty Ltd (In Liquidation) ACN (the Company)

Transcription

1 AJK Steel Fabrication Pty Ltd (In Liquidation) ACN (the Company) Joint and Several Liquidators Statutory Report to Creditors Friday, 22 September 2017 Cameron Crichton Joint and Several Liquidator T (07) E cameron.crichton@au.gt.com Michael Gerard McCann Joint and Several Liquidator T (07) E michael.mccann@au.gt.com

2 Introduction I refer to our appointment as Joint and Several Liquidators on Wednesday, 28 June 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. The Joint and Several Liquidators have relied on information provided from numerous sources to prepare the report, including: Discussions with the Director Discussions with trade Creditors Information from bank statements Information available from public sources, such as, Australian Securities and Investments. Commission (ASIC) and the Personal Property Securities Register (PPSR). Update on the progress of the liquidation The Director of the Company Mr Kostandinos Papadimitropoulous was 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 the Company s assets. On Wednesday, 28 June 2017 a written request was issued to the Director to complete the RATA for the Company. The director had failed to submit the RATA as of Friday, 21 July 2017 and was subsequently issued with a follow up reminder on this date. On Monday, 14 August 2017 the director had failed to provide the RATA and was reported to ASIC due to his breach and non- compliance with this request. To this date I have not received the Company s RATA or books and records. Assets and liabilities On appointment we attended the Company s premises at 9A Poa Court, Craigieburn, Victoria, 3064 and secured the contents of the workshop. The assets secured were as follows: Miscellaneous plant and equipment (including an unassembled crane, a welder, a compressor and power tools) with an estimated gross value of $3k - $4k excl. GST. Certain equipment is subject to a competing claim from an associate of the Director. A Nissan Dualis which was located on site at appointment had a security interest registered against it in favour of Macquarie. This security interest was validly registered on the PPSR and there was no equity available in it for the benefit of the Company. The lease for this vehicle has been disclaimed. Forklift (located on site at appointment) which was the subject of a short-term lease (3 months) and has since been collected by the owner.

3 The only creditors identified to date are unsecured creditors which are listed in the following table: Creditor Address Amount ($) Related Party Australian and New Zealand Banking Group Limited Locked Bag 2600 Collins St West Post Office Melbourne VIC 8007 $9, No Australian Taxation Office PO Box 908 Albury NSW 2640 $11, No Steelforce Australia Pty Ltd PO Box 34 Deer Park Vic 3023 $22, No Macquarie Leasing Pty Ltd Level St Kilda Road Mebourne VIC 3004 $15, No Bevron Forklift Services 12 Parer Street, Reservoir, VIC 3073 Unknown No Hockington Stuart Preston 555 High Street, 3072 Unknown No Total $59, Trading outcomes On appointment the Company was trading in a very limited capacity with no formal employees other than the director and occasionally his son. Considering the limited capacity in which the business was trading and as I was not aware of any projects or work in progress to complete, I have not traded the business since my appointment. Receipts and Payments to date There have been no receipts or payments to date. Investigations and possible recovery actions Investigations undertaken I have commenced my initial investigations into the affairs of the Company and any potential recovery actions that may be available to pursue. To date, we have undertaken the following investigations: Contacted all bank to confirm any accounts held in the Company s name Conducted a PPSR search Conducted property searches through PDS Live Conducted motor vehicle searches through VicRoads Collected and collated plant and equipment Held discussions with the Company director Held discussions with the Company s former accountant Held discussions with a number of trade creditors of the Company Given the limited information that has been provided, investigations into the Company have been limited. The findings of my investigations are detailed below. Given the limited time that has passed in the liquidation, and that further investigations may be undertaken, the below findings are preliminary and may be subject to change. What happened to the business of the Company The Company was registered on Thursday, 11 June 2015 and operated from 9A Poa Court, Craigieburn, Victoria, The Company s main operation was be-spoke steel fabrication works. The Questionnaire for Directors and Officers has not been received from the director to date. Thus, a very limited insight into the business of the Company can be established.

4 The director has failed to provide any information in relation to the reasons behind why the Company faced difficulties. Through my investigations into the affairs of the Company, I note that the Company was trading at the time of my appointment. I am not aware of the business having been sold or transferred prior to my appointment and there is also no evidence that another individual is carrying on the business. Insolvent trading Having not received the Company s books and records a date of insolvency cannot be determined. Voidable transactions Due to the lack of information and Company books and records my preliminary investigations have not identified any unfair preference claims, uncommercial transactions, unfair loans or unreasonable director-related transactions. Further inquiries to be undertaken At this time we do not plan to undertake any further investigations for the following reason: Insufficient funds; and Lack of information This position will be reconsidered should we receive further information regarding the Company or become aware of additional Company assets. Meetings held A meeting of the Company s creditors is not required for a court appointed liquidation. However, if I receive a request for a meeting of creditors that complies with IPS set out in the information provided to you, I will hold a meeting of creditors. Other matters At this date matters outstanding include: acquiring the books and records of the company, realising the assets completing my investigations and lodge my report with ASIC pursuant to section 533 The expected timeframe for the completion of the liquidation is three to six months. Likelihood of a dividend At the current time, there is not expected to be sufficient funds to pay a dividend to priority or unsecured creditors. However, if this changes and we do declare a dividend, any creditor whose claim has not yet been admitted will be contacted and asked to submit a proof of debt. Cost of the liquidation Due to the limited funds of the Company I will not be seeking remuneration approval.

5 What happens next in the liquidation? I will proceed with the liquidation, including: Realise the remaining assets. Recover any further available property. Complete my investigations into the Company s affairs. Complete my reporting to the corporate insolvency regulator, ASIC 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 Liquidator and the Code of Professional Practice with regard to remuneration. Where can you get more information? You can access information which may assist you on the following websites: ARITA at ASIC at (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) or via on benjamin.sanders@au.gt.com. Dated: Friday, 22 September 2017 Cameron Crichton Joint and Several Liquidator List of attachments Appendix A - Declaration of Independence, Relevant Relationships and Indemnities Appendix B - Information Sheet - Creditors Rights in Liquidation Appendix C - Summary of ASIC Information Sheets Appendix D Initial Remuneration Notice

6 Appendix A Declaration of Independence, Relevant Relationships and Indemnities

7 Declaration of Independence, Relevant Relationships and Indemnities AJK Steel Fabrication Pty Ltd (In Liquidation) ACN (the Company) Practitioner/s appointed to an insolvent entity are required to make declarations as to: A B their independence generally relationships, including i ii the circumstances of the appointment any relationships with the company and others within the previous 24 months iii any prior professional services for the insolvent within the previous 24 months iv that there are no other relationships to declare and C Any indemnities given, or up-front payments made, to the Practitioner. This declaration is made in respect of ourselves, our partners, Grant Thornton Australia Limited ( GTAL ) ( the Firm ) and any of the GTAL s associated entities. A Independence We, Cameron Crichton and Michael Gerard McCann of Grant Thornton Australia Limited have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Liquidators of AJK Steel Fabrication Pty Ltd in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any reasons that would prevent us from accepting this appointment. B Declaration of Relationships Circumstances of appointment This appointment was referred to us by Results Legal who act on behalf of the petitioning creditor Steelforce Australia Pty ltd. We believe that this referral does not result in a conflict of interest or duty because: We were approached by Results Legal on 28 April 2017 and requested to provide consent to act for the winding up of the Company. An internal conflict check was completed and a consent to act provided on 4 May No prior communication regarding the Company was held. We have provided no information or advice to the Company, the directors or its advisors prior to our appointment beyond that outlined in this DIRRI. Relevant Relationships (excluding Professional Services to the Insolvent) Neither we, nor our frim, have, or have had within the preceding 24 months, any relationships with the Petitioning Creditor Steelforce Australia Pty Ltd. Therefore, our ability to act in an objective and impartial manner and our ability

8 to fully comply with the statutory and fiduciary obligations associated with the conduct of the winding up order of the Company will not be influenced. We or a member of our firm, have, or have had within the preceding 24 months, a relationship with: Name Nature of relationship Reasons Results Legal Results Legal act as lawyers for the Petitioning Creditors, Steelforce Australia Pty Ltd and as noted above approached Grant Thornton to act as Liquidators. Grant Thornton periodically refers engagements to Results Legal. We believe that this relationship does not result in a conflict of interest or duty because: Each professional engagement undertaken with Results Legal is conducted on an entirely separate basis, which has no connection with this appointment. These engagements are only commenced after full regard is given to potential conflicts of interest in relation to all interested stakeholders. Grant Thornton has not undertaken any engagement for the Company. The relationship with Results Legal will not influence our ability to fully comply with the statutory and fiduciary obligations associated with the Liquidation of the Company in an objective and impartial manner. Prior Professional services to the Insolvent Neither we, nor our firm, have, or have had within the preceding 24 months, any relationships with the Company, associates of the Companies, or any person or entity that has security over the whole or substantially whole of the Company s property. No other relevant relationships to disclose There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with the Company, an associate of the Company, a former insolvency practitioner appointed to the Company or any person or entity that has security over the whole or substantially whole of the Company s property that should be disclosed.

9 C Indemnities and up-front payments We have not been indemnified in relation to this liquidation, other than any indemnities that we may be entitled to under statute and we have not received any up-front payments in respect of our remuneration or disbursements. Dated this 22 nd day of September 2017: CAMERON CRICHTON JOINT AND SEVERAL LIQUIDATOR MICHAEL GERARD MCCANN JOINT AND SEVERAL LIQUIDATOR Note: 1 If circumstances change, or new information is identified, we are required under the Corporations Act 2001 and the ARITA Code of Professional Practice to update this Declaration and provide a copy to creditors with our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent s creditors. 2 Any relationships, indemnities or up-front payments disclosed in the DIRRI must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.

10 Appendix B Information Sheet- Creditor Rights in Liquidation

11 Creditor Rights in Liquidations 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 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. Right to request information 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. 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. ARITA ACN Level 5, 191 Clarence Street, Sydney NSW 2000 Australia GPO Box 4340, Sydney NSW 2001 t e admin@arita.com.au arita.com.au AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

12 Right to give directions to liquidator 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. Right to appoint a reviewing 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. Right to replace liquidator 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 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 Version: July (LIQ) - INFO - CREDITOR RIGHTS INFORMATION SHEET V1_0.DOCX AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

13 Appendix C Summary of ASIC Information Sheets

14 Insolvency information for directors, employees, creditors and shareholders ASIC has 11 insolvency information sheets to assist you if you re affected by a company s insolvency and have little or no knowledge of what s involved. These plain language information sheets give directors, employees, creditors and shareholders a basic understanding of the three most common company insolvency procedures liquidation, voluntary administration and receivership. There is an information sheet on the independence of external administrators and one that explains the process for approving the fees of external administrators. A glossary of commonly used insolvency terms is also provided. The Insolvency Practitioners Association (IPA), the leading professional organisation in Australia for insolvency practitioners, endorses these publications and encourages its members to make their availability known to affected people. List of information sheets INFO 41 Insolvency: a glossary of terms INFO 74 Voluntary administration: a guide for creditors INFO 75 Voluntary administration: a guide for employees INFO 45 Liquidation: a guide for creditors INFO 46 Liquidation: a guide for employees INFO 54 Receivership: a guide for creditors INFO 55 Receivership: a guide for employees INFO 43 Insolvency: a guide for shareholders INFO 42 Insolvency: a guide for directors INFO 84 Independence of external administrators: a guide for creditors INFO 85 Approving fees: a guide for creditors Getting copies of the information sheets To get copies of the information sheets, visit ASIC s website at The information sheets are also available from the IPA website at The IPA website also contains the IPA s Code of Professional Practice for Insolvency Professionals, which applies to IPA members. Important note: The information sheets contain a summary of basic information on the topic. It is not a substitute for legal advice. Some provisions of the law referred to may have important exceptions or qualifications. These documents may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. You will need a qualified professional adviser to take into account your particular circumstances and to tell you how the law applies to you. Australian Securities & Investments Commission, December 2008 Page 1 of 1

15 Appendix D Initial Remuneration Notice

16 Initial Remuneration Notice AJK Steel Fabrication Pty Ltd (In Liquidation) ACN (the Company) The purpose of the Initial Remuneration Notice is to provide you with information about how our remuneration for undertaking the Court Liquidation will be set. 1 Remuneration Methods There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner. They are: Time based / hourly rates This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work multiplied by the number of hours spent by each person on each of the tasks performed. Fixed Fee The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee. Percentage The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of assets realisations. Contingency The practitioner s fee is structured to be contingent on a particular outcome being achieved. 2 Method chosen Given the nature of this administration we propose that our remuneration be calculated on the time based / hourly rates method. In our opinion, this is the fairest method for the following reasons: We will only be paid for work done, subject to sufficient realisations of the Company assets. Or, if there are insufficient assets realised, subject to the indemnity provided to us (please refer to our Declaration of Independence, Relevant Relationship and Indemnities). It ensures creditors are only charged for work that is performed. Our time is recorded and charged in six minute increments and staff are allocated to duties according to their relevant experience and qualifications. We are required to perform a number of tasks which do not relate to the realisation of assets, for example responding to creditor enquiries, reporting to ASIC, distributing funds in accordance with the provisions of the Corporations Act or the Bankruptcy Act. We are unable to estimate with certainty the total amount of fees necessary to complete all tasks required in the external administration. We have a time recording system that is able to produce a detailed analysis of time spent on each type of task by each individual staff member utilised in the administration. The method provides full accountability in the method of calculation. 3 Explanation of Hourly Rates The rates for our remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take in the administration. The hourly rates charged encompass the total cost of providing professional services and should not be compared to an hourly wage.

17 Position Description Hourly Rate (excl GST) Appointee Director Senior Manager Manager Senior Associate Associate Undergraduate Registered Liquidator / Trustee. Partner bringing specialist skills to Administrations and Insolvency matters. Controlling all matters relating to the assignment. Qualified accountant (CA/CPA) and may be a registered Liquidator/Trustee. Minimum 7/8+ years experience. Likely to be appointed as a director in due course. Highly advanced technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee. Qualified accountant (CA/CPA). 7/8+ years experience. Well developed technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee. Typically CA/CPA Qualified. 5-8 years experience. Well developed technical and commercial skills. Planning and control of Administration and Insolvency tasks with the assistance of the appointee. Typically CA/CPA Qualified. 3-5 years experience. Required to control the fieldwork on Administrations and Insolvency tasks. Typically undertaking CA/CPA Qualifications. Up to 3 years experience. Required to conduct the fieldwork on smaller Administrations and Insolvency tasks and assist with fieldwork on medium to large Administrations and Insolvency tasks. Typically finalising university degree. Less than 3 years experience. Required to assist and conduct the fieldwork on smaller and medium Administrations and Insolvency tasks. $600 $525 $500 $455 $410 $300 $200 Administrator Conducts all aspects relating to administering the accounts function. $195 4 Estimated remuneration We estimate that this administration will cost approximately $20,000 to $30,000 to complete, subject to the following variables which may have a significant effect on this estimate and that we are unable to determine at this early stage in the administration: Realisation of assets Investigations required Liaising with creditors Dividends Any other unforeseen matters Prior to our appointment, no estimate of the cost of the administration was provided to the petitioning creditor. Due to the nature of our appointment, no information regarding the company was available to assess the level of assets, liabilities or co-operation which might be provided and an estimate was therefore unable to be provided. The estimate now provided is based on our initial understanding and investigations into the business but may be subject to change, depending on an difficulties encountered with asset realisations, investigations and creditor dealings. We have not received any up-front payment or indemnity to contribute to the estimated costs, as confirmed in our declaration of relevant relationships and indemnities. 5 Disbursements Disbursements are divided into three types: Externally provided professional services These are recovered at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs Such as travel, accommodation and search fees - these are recovered at cost.

18 Internal disbursements Such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis. We are not required to seek creditor approval for disbursements paid to third parties, but must account to creditors. However, we must be satisfied that these disbursements are appropriate, justified and reasonable. We are required to obtain creditor s consent for the payment of internal disbursements where there may be a profit or advantage. Creditors will be asked to approve our internal disbursements where there is a profit or advantage prior to these disbursements being paid from the administration. Details of the basis of recovering disbursements in this administration are provided below. Basis of disbursement claim Disbursements Rate (Excl GST) Externally provided professional services Externally provided non-professional services Internal disbursements: Photocopies Faxees Staff vehicle use Scale applicable for financial year ending 30 June 2018 At Cost At Cost $0.25 per page B&W $0.60 per page Colour $1 per page (local) $2 per page (interstate) $3 per page (international) Paid at the ATO set rate Date of issue: Friday, 22 September 2017