Tua Moala Pty Ltd (In Liquidation) ACN (the Company)

Transcription

1 Tua Moala Pty Ltd (In Liquidation) ACN (the Company) Liquidator s Report to Creditors Wednesday, 07 February 2018 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 my appointment as liquidator on Friday, 04 August 2017 and to my Statutory Report to Creditors dated Friday, 27 October 2017 in which I provided an update on the progress of the Liquidation. The purpose of this report is to: Notify you that a meeting of creditors will be held at 2:00 pm on Thursday, 22 February 2018; Provide an update on the progress of the liquidation; Notify you that a dividend to unsecured creditors is expected in the range of 6 to 8 cents in the dollar (previously estimated at or between 1 and 8 cents in the dollar); and Advise you that the liquidation will be completed within 4 6 months. I will also be requesting that you consider my detailed Remuneration Approval Report and pass a proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous sources to prepare this 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; and Discussions with sales agents. Update on the progress of the liquidation Circumstances leading to winding up On 17 June 2017, 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. My investigations have indicated that on 01 July 2017 staff who were previously employed by the Company were transferred to i50four Technology Pty Ltd. This transfer was affected prior to my appointment. My investigations confirm that the Company did not formally assign the assets to i50 Four Technology Pty Ltd prior to my appointment. The Company had one customer, Service Stream Ltd, who terminated their engagement following the appointment of the Liquidators. Assets At the time of my appointment, the Company had three potentially realisable assets. These assets consisted of: Trade debt owing to the Company from its only customer Service Stream Ltd; IT Equipment; and a Toyota Hilux.

3 Service Stream Pty Ltd On appointment an amount of $37,687 was owed to the Company from Service Stream Ltd ( Service Stream ). Service Stream sought to claim off-sets for certain costs against the outstanding debt which I disputed. Following negotiations and discussions the full amount was collected. No other debtors of the Company have been identified. IT Equipment and Goodwill As mentioned in my previous Report to Creditors, i50four Technology Pty Ltd offered to purchase the plant, equipment and goodwill from the Company for $3k. This offer was accepted for the following reasons: o o The realisable value of the goodwill of the Company was in the open market arguably negligible. My sales agents advised the realisable value of the equipment would unlikely exceed $1k. A payment plan is currently in place with i50four Technology Pty Ltd for $2k that remains outstanding. The remaining $2k is to be received in the coming months. Toyota Hilux (the Vehicle ) PPSR Investigations Assets My investigations since the previous report have confirmed that TL Rentals Pty Ltd did not register their security interest within the requisite 20 business day period after the Company obtained the vehicle. As the security interest was not perfected within six months of my appointment, the Vehicle vested with the Company pursuant to s588fl of the Corporations Act 2001 (Cth) (the Act ). My investigations included: o o o o Review of the lease agreement; Review of the vehicles registration; Discussions with TL Rentals Sydney based depot; and Obtaining legal advice Following negotiations TL Rentals Pty Ltd released its security interest and the vehicle was sold by my agents Grays and resulted in a return to the Company of $34,798 (net of costs), being above the estimated auction value initially provided. No additional creditors of the Company have been identified since my last report and the below table outlines the known creditors of the Company. Creditor Address Debt ($) Related Party ATO (Insolvency) PO Box 9003 Penrith NSW ,298 No Singtel Optus Pty Ltd Locked Bag 993 North Sydney NSW ,048 No FlexiRent Capital Pty Ltd Locked Bag 5005 Royal Exchange NSW ,538 No VISIS Accounting Service GPO Box 7043 Brisbane Qld ,202 No TL Rentals Pty Ltd PO Box 1234 Chatswood NSW ,981 No Total 318,067

4 Receipts and Payments to date Attached in Appendix A are the receipts and payments in the liquidation period from 04 August 2017 to 19 January Actions since last report Since my last report I have undertaken the following tasks: Continued 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 obtained its removal; Complied with my statutory obligations (including reports to ASIC); Commenced and completed a sales campaign for the Toyota Hilux; and Finalised my investigations. Investigations and possible recovery actions Investigations undertaken I have finalised my investigations into the affairs of the Company prior to my appointment and any potential recovery actions that may be available for me to pursue. My findings of these investigations are detailed below. While I am satisfied that my investigations are complete, I reserve the right to undertake further enquiries should further information become available. Books and Records My investigations have indicated that the director may have kept inadequate books and records of the Company. Primarily, my investigations indicated that the director kept minimal financial records pertaining to creditors and employee entitlements. I also note that there are no financial records that I am aware of pertaining to the Company before 01 July 2015 (the Company was registered on 16 June 2011). Insolvent trading I have reviewed both the cash flow and balance sheet tests of insolvency and have reasons to believe the Company likely became insolvent at least months prior to my appointment based on the following factors: Non-payment of statutory debt; Unprofitable trading; and Lack of aged creditor details and incomplete account records. Voidable transactions My investigations have not identified any recoverable unfair preference claims, uncommercial transactions, unfair loans or unreasonable director-related transactions. My ability to recover funds from the director is predicated by the financial position of the director and/ or the existence of a directors and officer s insurance policy capable of responding to any such claim. I have conducted a motor vehicle, bankruptcy, property and ASIC personal name search of the director and have not identified any assets in his name. Similarly, my insurance agent conducted a search for any professional indemnity, asset cover, directors and officers and other insurance policies in the director s or the Company s name. My investigations identified a professional indemnity and public liability policy in the Company s name and a car insurance policy in the director s name. I have not identified a directors and officers policy.

5 Whilst my concerns with the conduct of the director have been reported to ASIC it is not my intention to pursue any claim against the director for the following reasons: Due to the likely inability of the director to meet an insolvent trading claim; and The significant cost of commencing and pursuing litigation. I am happy to discuss the above in further detail at the forthcoming meeting of creditors. Report to ASIC I have prepared and lodged my report to ASIC which detailed amongst other things, the above matters pursuant to s533 of the Corporations Act. ASIC has since advised that it does not intend to commence an investigation at this time. As no further reports are 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 further recoveries for creditors. Dividends and Meeting to be Held Likelihood of a dividend Attached at Appendix B is an Estimated Outcome Statement which provides an estimation of the dividend that creditors might receive in the distribution. Currently, I expect to be able to pay: A dividend to unsecured creditors in the range of 6 cents to 8 cents on the dollar within the next 4-6 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 Attached at Appendix C is a detailed report on my remuneration, called a Remuneration Approval Report. I am unable to pay my remuneration without the approval of creditors or the court. A meeting of creditors to consider this update and my remuneration will be held as follows: Date: Thursday, 22 February 2018 Time: 2:00pm Address: King George Central, Level 18, 145 Ann Street, Brisbane, QLD 4000 Further meeting information including a notice of meeting and details of the information you are required to provide if you plan to attend the meeting are attached at Appendix D. To participate in this meeting, you may need to: Submit a proof of debt and information to substantiate your claim; Appoint a person a proxy or person authorised under a power of attorney to vote on your behalf at the meeting. This may be necessary if you are unable to attend the meeting, or if the creditor is a company; and You can appoint the chairperson of the meeting as your proxy and direct the chairperson how you wish your vote to be cast. If you choose to do this, the chairperson must cast your vote as directed. Proof of debt and proxy forms are included with the notice of meeting. To facilitate the conduct of the meeting completed proof of debt and, if applicable, proxy forms must be returned to my office by post, fax or by no later than Wednesday, 21 February 2018 at 4:00pm.

6 What happens next in the liquidation? I will proceed with the liquidation including: Hold meeting of creditors; Receive remaining funds from i50four Technology Pty Ltd; Call for proof of debts Make distribution to creditors within the next 4 6 months; and Move to finalise this matter. Further communication will follow regarding the distribution. We expect to have completed this liquidation within the next 4 6 months. Compliance with best practice I confirm that this report complies with the requirements in the Insolvency Practice Rules (IPR), as well as the statements of best practice issued by the Australian Restructuring Insolvency and Turnaround Association (ARITA) with regard to content of the Report 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; Decide whether you are going to attend the meeting; and Complete and return your proof of debt, and if required, proxy form by no later than 4:00pm on Wednesday, 21 February to be eligible to vote at the meeting. 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. There is also information about this liquidation on our firms website. Dated: Wednesday, 07 February 2018 Cameron Crichton Joint and Several Liquidator List of attachments Appendix A Liquidator s Receipts and payments Appendix B Estimated Outcome Statement Appendix C Remuneration Approval Report Appendix D Notice of Meeting and Other Meeting Information

7 Appendix A Liquidators Receipts and Payments Receipts and payments as at 30 January 2018 $ Receipts Cash at bank 1,023 Sale of IT Equipment 1,000 Service Stream Debt 37,687 Other Assets: Sale of Vehicle 35,252 Total Receipts 74,962 Payments Agent's Fees 454 Results Legal 3,179 Petitioning Creditor Costs 2,930 Total Payments 6,563 Net Receipts/ (Payments) 68,399

8 Appendix B Estimated Outcome Statement Estimated Outcome Statement - Tua Moala Pty Ltd Optimistic ($) Pessimistic ($) Cash at bank 68,400 68,400 Remaining Funds from i50four Technology Pty Ltd 2,000 - Total Funds held 70,400 68,400 Estimated Future Costs Liquidation Remuneration 04/08/2017 to 19/01/2018 (38,143) (38,143) Liquidator Remuneration 20/01/2018 to finalisation (7,500) (10,000) Current Disbursements (388) (388) Future Disbursements (150) (250) Total Costs (46,181) (48,781) Remaining Funds for Distribution 24,219 19,619 Unsecured Claims 313, ,865 Dividend Distribution 8 cents / $ 6 cents / $

9 Appendix C Remuneration Approval Report

10 Remuneration Approval Report TUA MOALA PTY LTD(IN LIQUIDATION) A.C.N ( the Company ) This remuneration approval report provides you with the information you need to be able to make an informed decision regarding the approval of my remuneration for undertaking the Court Liquidation of Tua Moala Pty Ltd. This report has the following information included: Part 1: Declaration... 2 Part 2: Executive Summary Remuneration Resolutions Disbursement Resolutions... 3 Part 3. Remuneration Details of remuneration Total remuneration reconciliation Likely impact on dividends... 4 To date there has been no remuneration recovered from any external sources Part 4: Disbursements Internal disbursement claim Future basis of internal disbursements... 5 Part 5: Queries... 6 Part 6: Approval of remuneration and internal disbursements... 6 Schedule A Resolution 1: Table of major tasks for remuneration... 7 Schedule B Resolution 2: Table of major tasks for remuneration... 7 What do you need to do next? You should read this report and the other documentation that I have sent you and then attend the meeting of creditors in order to voice your opinion by casting your vote on the resolutions put to the meeting. The meeting will also give you an opportunity to ask any questions that you may have. Alternatively, you are also able to appoint a representative to attend on your behalf by lodging a proxy form. Lodging a specific proxy form allows you to specify how your proxy must vote. Lodging a general proxy form allows your representative to choose how your vote is exercised. Information about the meeting of creditors is provided at part 6 of this report.

11 If you have any questions or need any assistance, please contact Benjamin Sanders on (07) or via on Part 1: Declaration I, Cameron Crichton of Grant Thornton Australia Limited have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of Tua Moala Pty Ltd in accordance with the law and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the Court Liquidation. Part 2: Executive Summary 2.1 Remuneration Resolutions The total remuneration for this appointment is estimated to be $48, (excluding GST). To date, no remuneration has been approved and paid during this liquidation. This remuneration report details approval sought for the following fees: Period Amount (excl. GST) Resolution 1: 04 August 2017 to 19/01/2018 $38, Resolution 2: 20/01/2018 to finalisation $10, Total $48, Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the liquidation. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Resolution 1: 04 August January 2018 The remuneration of the Liquidator and any of the Liquidator s partners or employees in performance of services performed from 04 August 2017 to 19 January 2018 to be fixed at $38, (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn within four weeks of the resolution being passed. Resolution 2: 20 January 2018 to finalisation That the future remuneration of the Liquidator from 20 January 2018 to finalisation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators firm s hourly rates that will be increased at a rate of 7.5% at 1 July each year, up to a capped amount of $10, exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.

12 2.2 Disbursement Resolutions The total amount of disbursements is estimated to be $ (excl. GST). To date, no internal disbursements have been approved and paid in this liquidation. This remuneration report details approval sought for the following disbursements. Period Amount (excl. GST) Disbursements 1: 04 August 2017 to 19/01/2018 $ Disbursements 2:Estimate from 20/01/2018 to finalisation $ Total Approval for the disbursements sought is based on an estimate of the internal disbursements necessary for the completion of the liquidation. Resolution 3: Disbursements 04 August 2017 to 19 January 2018 The disbursements of the Liquidator from to be fixed at the amount of $ (excl. GST). Approval is given for such amounts approved to be drawn from the assets of the Company. Resolution 4: Disbursements: 20 January 2018 to finalisation Future disbursements provided by firm will be charged to the liquidation on the following basis and that the Liquidators can discharge those disbursements from the assets of the Company. Internal disbursements Courier Postage (large) Postage (small) Fax (interstate) Fax (local) Staff vehicle use Rate (excl. GST) At cost $1.91 / page $0.99 / page $2 / page $1 / page $0.66 / km Rates applicable for financial year ending 30 June 2018 Approval of the payment of these disbursements at the above rates is being sought from creditors at the meeting of creditors. Part 3: Remuneration 3.1 Details of remuneration I will be seeking approval of the following resolutions to approve my remuneration. Details to support these resolutions are included in section 3.2 and in the attached Schedules. Resolution 1: 04 August January 2018 The below table sets out time charged to each major task area by staff members working on the liquidation for the period 04 August 2017 to 19 January 2018 which is the basis of the Resolution 1 claim. More detailed descriptions of the tasks performed within each task area, matching the amounts below, are contained in Schedule A.

13 Administration IPAA Tasks Assets Creditors Employees Investigations Statutory Employee Position $/Hr (excl. GST) Total Hours Total Cost excl. GST ($) Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Cameron Crichton Partner $4, $2, $ $1, Colm Dolan Manager $14, $4, $3, $4, $ $1, $ Benjamin Sanders Accountant $4, $ $ $1, $2, Benjamin Sanders Accountant $13, $2, $1, $1, $ $1, $5, Tanya Brown Secretary $ $ $ Jena Fraser EA/PA $ $ $38, $10, $6, $7, $ $4, $8, Resolution 2: 20 January 2018 to finalisation The below table sets out the expected costs for the major tasks likely to be performed by the liquidator and his staff for the period 20 January 2018 to finalisation which is the basis of the Resolution 2 claim. More detailed descriptions of the tasks likely to be performed within each task area, matching the amounts below, are contained in Schedule B. Task Area Admin Assets Statutory Creditors Dividends Total estimate (excl GST) $10, $2, $ $1, $2, $3, GST $1, Total (Incl. GST) $11, Total remuneration reconciliation In preparing this remuneration approval report, I have made my best estimate at what I believe the Liquidation will cost to complete and I do not anticipate that I will have to ask creditors to approve any further remuneration. However, should the Liquidation not proceed as expected, I will advise creditors and I may seek approval of further remuneration and provide details on why the remuneration has changed. Matters that may affect the progress and cost of the Liquidation include: Collect remaining funds from i50four Technology Pty Ltd; Meeting of creditors; Dealings with any potential dividend distribution; and Dealing with creditor queries and concerns. The total remuneration for this appointment is within the estimate of costs provided in the Initial Remuneration Notice of $30,000 to $50, Likely impact on dividends The Corporations Act sets the order for payment of claims against the company and it provides for remuneration of the Liquidator to be paid in priority to other claims. This ensures that when there are sufficient funds, the Liquidator receives payment for the work done to recover assets, investigate the company s affairs, report to creditors and ASIC and distribute any available funds. Even if creditors approve my remuneration, this does not guarantee that I will be paid, as I am only paid if sufficient assets are recovered.

14 Any dividend to creditors will also be impacted by the amount of assets that I am able to recover and the amount of creditor claims that are admitted to participate in any dividend, including any claims by priority creditors such as employees. The monies recovered and realised in the Liquidation to date are sufficient to cover the Liquidation costs. 3.4 Remuneration recovered from external sources To date there has been no remuneration recovered from any external sources and I am not aware of any remuneration recoverable from any external sources. Part 4: 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 - these are recovered at cost. Examples of externally provided non-professional costs are travel, accommodation and search fees. 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. Details of the basis of recovery of each of these costs is discussed below. I have undertaken a proper assessment of disbursements claimed for Tua Moala Pty Ltd in accordance with the law and applicable professional standards. I am satisfied that the disbursements claimed are necessary and proper. I will be seeking creditor approval to pay my internal disbursements from creditors. 4.1 Internal disbursement claim The following internal disbursements have been claimed by my firm for the period from 04 August 2017 to 19 January Approval of these disbursements from creditors in the amount of $ is being sought at a meeting of creditors, Disbursements claimed to 19 December 2017 Basis Total ($) (excl GST) Company search 10 searches Postage Photocopying 1.97 Travel Expenses Taxi, Parking & Staff Mileage Total

15 4.2 Future basis of internal disbursements Future disbursements provided by my firm will be charged to the administration on the following basis: Internal disbursements Courier Postage (large) Postage (small) Fax (interstate) Fax (local) Staff vehicle use Rates applicable for financial year ending 30 June 2018 Rate (excl. GST) At cost $1.91 / page $0.99 / page $2 / page $1 / page $0.66 / km Part 5: Queries If you have any queries in relation to the information in this report, please contact my staff: Contact name: Benjamin Sanders Contact number: Benjamin.sanders@au.gt.com You can also access information which may assist you on the following websites: ARITA at ASIC at (search for insolvency information sheets ). Part 6: Approval of remuneration and internal disbursements A meeting of creditors to consider the liquidation and our remuneration will be held as follows: Date: Thursday, 22 February 2018 Time: 2:00pm Address: Level 18, 145 Ann St, Brisbane QLD 4000 Further meeting information, including a notice of meeting and details of the information you are required to provide if you plan to attend the meeting are in Appendix D of the Report to Creditors. To participate in this meeting, you may need to: Submit a proof of debt and information to substantiate your claim. Appoint a person a proxy or person authorised under a power of attorney to vote on your behalf at the meeting. This may be necessary if you are unable to attend the meeting, or if the creditor is a company.

16 You can appoint the chairperson of the meeting as your proxy and direct the chairperson how you wish your vote to be cast. If you choose to do this, the chairperson must cast your vote as directed. Proof of debt and proxy forms are included with the notice of meeting. To facilitate the conduct of the meeting, completed proof of debt and, if applicable, proxy forms must be returned to our office by post, fax or by 4:00pm Wednesday, 21 February Schedule A Resolution 1: Table of major tasks for remuneration Task Area General Description Includes Initial notification to creditors Correspondence Statutory Report to creditors With other appointment holders Document maintenance/file review/checklist Filing of documents File reviews Updating checklists Administration 33.2 hrs $10, (excl GST) Insurance Bank account administration Planning / Review Books and records / storage Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Reviewing insurance policies Correspondence with previous brokers Preparing correspondence opening and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Discussions regarding status of administration Dealing with records in storage Sending job files to storage All tasks associated with realising a charged asset Assets subject to specific charges Investigations into PPSR charge holdings Dealings with PPSR charge holders regarding issues with realising assets Negotiations with PPSR charge holders regarding release of security interests Assets 19.9 hrs $6, (excl GST) Debtors Other Assets Other Obtain legal advice from solicitors regarding PPSR charges Correspondence with debtors Reviewing and assessing debtors ledgers Liaising with valuers, auctioneers and interested parties Reviewing asset listings Tasks associated with realising assets Liaising with solicitors

17 Receive and respond to creditor enquiries Maintaining creditor request log Creditor Enquiries, Requests & Directions Review and prepare initial correspondence to creditors and their representatives Documenting Considering reasonableness of creditor requests Compiling information requested by creditors Notifying PPSR registered creditors of appointment Secured creditor reporting Preparing reports to secured creditor Creditors 24.9 hrs $7, (excl GST) Creditor reports Dealing with proofs of debt Responding to secured creditor s queries Preparing Report by Liquidator, meeting and general reports to creditors Receipting and filing POD when not related to a dividend Corresponding with OSR and ATO regarding POD when not related to a dividend Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Meeting of Creditors Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement of minutes of meetings with ASIC Employees 0.9 hrs $ (excl GST) Shareholder enquiries Other Trade On Responding to stakeholder queries and questions immediately following meeting Initial day one letters Correspondence with director and i50four Technology in relation to the transfer of employees Discussions with Director regarding trading position Investigating possibility of trade on Collection of company books and records Reviewing company s books and records Investigations 12.6 hrs $4, (excl GST) Conducting investigation Litigation / Recoveries ASIC reporting Review and preparation of company nature and history Conducting and summarising statutory searches Preparation of comparative financial statements Review of specific transactions and liaising with directors regarding certain transactions Preparation of investigation file Lodgement of investigation with the ASIC Internal meetings to discuss status of litigation Preparing brief to solicitors Liaising with solicitors regarding PPSR dispute Preparing statutory investigation reports Liaising with ASIC

18 Statutory 41.1 hrs $8, (excl GST) Total $38, (excl GST) ASIC reporting ASIC Form 524 and other forms Notification of appointment Preparing BAS Completing group certificates Preparing statutory investigation reports Liaising with ASIC Disclaiming property Preparing and lodging ASIC forms including 505, 524, 911 etc Correspondence with ASIC regarding statutory forms Schedule B Resolution 2: Table of major tasks for remuneration The below table provides a description of the work undertaken in each major task area for the period from 20 January 2018 to finalisation. Task Area General Description Includes Six monthly administration reviews Administration $2, (excl GST) Assets $ (excl GST) Statutory $1, (excl GST) Document maintenance/file review/checklist Bank account administration ASIC Form 524 and other forms ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Debtors Lodgement Filing of documents File reviews Updating checklists Preparing correspondence opening and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Preparing and lodging ASIC forms including 505, 524, 911 etc Correspondence with ASIC regarding statutory forms Preparing BAS Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage Correspondence with debtors Tasks associated with receiving / collecting funds Lodging creditor meeting minutes Complying with statutory Obligations

19 Receive and respond to creditor enquiries Creditor Enquiries, Requests & Directions Maintaining creditor request log Review and prepare correspondence to creditors and their representatives Documenting Considering reasonableness of creditor requests Creditors $2, (excl GST) Obtaining legal advice on requests Documenting reasons for complying or not complying with requests or directions Compiling information requested by creditors Dividend Distribution $3, (excl GST) Total $10, (excl GST) Dealing with proof of debts Meeting of Creditors Documentation/ Dealing with creditors Calculating / Reviewing Distribution Receipting and filing POD when not related to a dividend Corresponding with OSR and ATO regarding POD when not related to a dividend Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries and questions immediately following meeting Receipting and filing POD when related to a dividend Calculating the distribution to creditors Reviewing the calculation and making payment to creditors

20 Appendix D Notice of Meeting and Other Meeting Information

21 FORM 529 Corporations Act 2001 Subregulation (3) NOTICE OF MEETING OF MEMBERS AND CREDITORS TUA MOALA PTY LTD (IN LIQUIDATION) ACN Notice is hereby given that pursuant to section 75 (10) of the Act, a meeting of the members and creditors of the Company will be held at King George Central, Level 18, 145 Ann Street, Brisbane, QLD 4000 on Thursday, 22 February 2018 at 2:00pm. The purpose of this meeting is to consider: 1. Election of a chairperson 2. Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) 3. The Report as to Affairs submitted by the directors. 4. The appointment of a Committee of Inspection. 5. Approve the remuneration and disbursements of the Liquidator. 6. Approve the future remuneration and disbursements of the Liquidator. 7. Receive an account of the Liquidator s acts and dealings and of the conduct of the winding up to date. 8. Authorise the Liquidator to destroy the books and records of the Company within a period of six (6) months after dissolution of the Company. Dated 07/02/2018 CAMERON CRICHTON JOINT AND SEVERAL LIQUIDATOR

22 FORM 532 Corporations Act 2001 Regulation APPOINTMENT OF PROXY TUA MOALA PTY LTD (IN LIQUIDATION) ACN I/We (Note 1) (name of member/creditor) of (address of member/creditor) A member/creditor of Tua Moala Pty Ltd (In Liquidation) hereby appoint (name of proxy) (Note 2) or in his absence, (name of alternative proxy) As my/our special/general (Note 3) proxy to vote at the meeting of members/creditors to be held in the above matter on Thursday, 22 February 2018 at or at any adjournment thereof. If special proxy please select ONE of the following: 1. To vote on all matters arising from the meeting AND/OR ALTERNATIVELY 2 To vote specifically in the following manner: FOR AGAINST ABSTAIN Resolution 1 The remuneration of the Liquidator and any of the Liquidator s partners or employees in performance of services performed from 04 August 2017 to 19 January 2018 to be fixed at $38, (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn within four weeks of the resolution being passed. Resolution 2 That the future remuneration of the Liquidator from 20 January 2018 to finalisation of the liquidation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators firm s hourly rates that will be increased at a rate of 7.5% at 1 July each year, up to a capped amount of $10, exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company. Resolution 3 The disbursements of the Liquidator from 04 August 2017 to 19 January 2018 to be fixed at the amount of $ (excl. GST). Approval is given for such amounts approved to be drawn from the assets of the Company.

23 Resolution 4 Future disbursements provided by my firm will be charged to the liquidation on the following basis and that the Liquidators can discharge those disbursements from the assets of the Company: Internal Rate (excl. GST) disbursements Courier At cost Postage (large) $1.91/page Postage (small) $0.99/page Fax (interstate) $2/page Fax (local) $1/page Staff vehicle use $0.66/km Rates applicable for financial year ending 30 June 2018 Resolution 5 That the Liquidator be authorised to destroy the books and records of the Company six months after the date of its deregistration subject to the consent of the Regional Commissioner of the Australian Securities & Investments Commission in accordance with Section 542(4) of the Corporations Act DATED this day of 2018 Signature (Note 4)

24 CERTIFICATE OF WITNESS (NOTE 5) I, of, certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him before he attached his signature or mark to the instrument. DATED this day of 2018 Signature of Witness Description Place of Residence NOTES: 1) If a firm, strike our I and set out the full name of the firm. 2) Insert the name, address and description of the person appointed. 3) If a special proxy add the words to vote for or the words to vote against and specify the particular resolution. 4) The signature of the creditor, contributory, debenture holder or member must not be attested by the person nominated as proxy. 5) This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. Proxy forms should have been completed and returned by no later than 4:00 PM on Wednesday, 21 February RETURN TO: Tua Moala Pty Ltd (In Liquidation) Care of: Grant Thornton Australia Limited Address: GPO Box 1008, Brisbane QLD 4001 Phone: (07) Fax: (07)

25 ACN FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Liquidator of Tua Moala Pty Ltd (In Liquidation) 1. This is to state that the company was on, 04 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. *4. 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:

26 TUA MOALA PTY LTD (IN LIQUIDATION) ACN QUESTIONS TO BE RAISED AT THE MEETING TO: Cameron Crichton FAX NO: (07) FROM: CREDITOR NAME: QUESTIONS