Corporations Act (2001)

Transcription

1 FORM 529 Corporations Act (2001) NOTICE OF FINAL MEETING OF MEMBERS AND CREDITORS Subregulation (2) Mining Management Group Pty Ltd (In Liquidation) ACN ( MMG ) Notice is given that the final meeting of members and creditors of MMG will be held at McGrathNicol, Level 12, 20 Martin Place, Sydney NSW 2000 on Thursday, 1 February 2018 at 12:00pm. The purpose of the meeting is to: 1. receive the Liquidators account showing how the winding up has been conducted and the property of MMG has been disposed of, and receive any explanation of the account. The Liquidator s account of receipts and payments has been made up and may be inspected at my office during normal business hours. Dated: 22 December Jason Preston Liquidator McGrathNicol Level 12, 20 Martin Place, Sydney NSW 2000 Telephone: Facsimile:

2 Mining Management Group Pty Limited (In Liquidation) (MMG) Final Report to Members and Creditors of MMG 22 December 2017

3 I refer to: Introduction the appointment of Rob Kirman and I as Voluntary Administrators of Mining Management Group Pty Ltd (In Liquidation) (MMG) on 1 June 2015; our s439a report to creditors dated 29 June 2015 (s439a Report); our subsequent appointment as Liquidators of MMG on 6 July 2015; our first annual report dated 10 August 2016 (First Annual Report); and our second annual report dated 31 July 2017 (Second Annual Report). This report is issued in respect of the forthcoming final meeting of members and creditors of MMG pursuant to section 509 of the Corporations Act. The final meeting of members and creditors for MMG is to be held at 12:00pm on Thursday, 1 February 2018 at McGrathNicol, Level 12, 20 Martin Place, Sydney NSW This report has been prepared to provide the Liquidators account showing how the winding up has been conducted and the property of MMG has been disposed of. Please note you should read this update in conjunction with the s439a Report and the First and Second Annual Reports in order to obtain a comprehensive understanding of the assets of MMG, and realisations by the Administrators and Liquidators. Liquidators Account The receipts and payments of MMG for the period 1 June 2015 to 1 December 2017 (being the entire period since the administration) are attached, showing the Liquidators account showing how the winding up has been conducted and the property of MMG has been disposed. Pursuant to section 539(5) of the Act, I advise that accounts of receipts and payments for the period of the winding up have been prepared and lodged with ASIC. Finalisation All material matters in the liquidation have now been finalised. The Liquidators are in the process of settling remaining liabilities prior to the retirement of the Liquidators and the deregistration of MMG. All surplus funds on hand have been distributed as part of the first and final distribution to unsecured creditors on 15 December 2017.

4 Books and records Pursuant to section 542 of the Act, the Liquidators must retain the books and records of a company in liquidation for a period of 5 years from the date of deregistration. Accordingly, the books and records of MMG will be held for a minimum of 5 years following the date of deregistration and will be destroyed thereafter. Final meeting details The final meeting of members and creditors for MMG is to be held at 12:00pm on Thursday, 1 February 2018 at McGrathNicol, Level 12, 20 Martin Place, Sydney NSW Under the Act, the proxy forms lodged by creditors for prior creditors meetings cannot be used for the upcoming meetings. Accordingly, creditors who are unable to attend the meetings and wish to be represented should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative is completed. Documents may be lodged with me prior to the meeting or may be brought to the meeting. A formal notice of meeting and proxy form are attached to this report. Teleconference facilities Members and creditors wishing to attend by telephone are advised they can utilise a conference facility, please contact Joshua Crick of my staff on (02) to obtain the telephone conference details. Members and creditors wishing to participate in the meeting by telephone must return to the convenor of the meeting not later than 19 January 2018: a written statement setting out the name of the person and of the proxy or attorney, (if any); an address to which notices to the person, proxy or attorney may be sent; a telephone number at which the person, proxy or attorney may be contacted; and any facsimile number to which notices to the person, proxy or attorney may be sent. A person, or the proxy or attorney of a person who participates in the meeting by telephone, must pay any costs incurred in participating and is not entitled to be reimbursed for those costs from the assets of MMG. Members and creditors who require any other details should please contact Joshua Crick of this office on (02) or by (jcrick@mcgrathnicol.com). Dated: 22 December 2017 Jason Preston Liquidator

5 Schedule B Summary of receipts and payments Receipts and payments for the period 1 June 2015 to 1 December 2017 Account Amount Cash at bank as at 1 June ,598 Receipts FEG advance 55,051 GST received from the ATO 48,021 Insurance refunds 19,473 Interest income 4,151 Life insurance payment 2,073,517 Other trading receipts 4,640 Post-appointment trading revenue 127,778 Pre-appointment debtors 213,205 Preference recoveries 605,577 Proceeds from B61 asset sale 19,000 Proceeds from Heavy and Light Motor Vehicles 325,667 Proceeds from Mayfield light motor sale 136,401 Proceeds from office assets 1,128 Total receipts 3,633,609 Payments Agents fees and commission (23,532) Appointee fees and disbursements (524,743) Asset valuation fee (9,042) Bank charges (234) Books and records (22,808) Distribution to leased vehicle financiers (79,046) Distribution to priority creditors (incl. withholding tax) (58,051) Employee reimbursements (501) FEG claim distribution (55,051) Freight (142) GST paid to the ATO (61,378) Legal fees (105,233) Life insurance premiums (33,331) Marketing and advertising costs (11,838) Motor vehicle insurance (22,354) Rental expense (2,333) Repairs and maintenance (21,262) Secured creditor distribution (2,329,357) Stamp duty (358) Sundry trading expenses (5,610) Superannuation (salary sacrifice witheld) 4,690 Superannuation guarantee charge paid to ATO (187,543) Superannuation paid (7,785) Utilities (843) Wages & Salaries (34,094) Total payments (3,591,780) Cash at bank as at 1 December ,427 Proposed receipts and payments from 2 December 2017 to completion Distribution to unsecured creditors (paid 15 December 2017) (149,550) GST received from the ATO 8,287 Bank charges (25) Appointee fees and disbursements incurred and to be drawn (8,826) Provision / Final cash at bank 313 Any surplus funds to be remitted to ASIC.

6 Proxy Notes for your Guidance Insert full name and address of creditor, contributory or member on the top line. On the second line, insert the name of the person you appoint as your proxy. You may insert the Chairperson of the meeting if you wish. On the next line insert the organisation the proxy holder represents or works for (not required if the Chairperson is your proxy). You may appoint an alternate proxy on the fourth line who may act if your first appointed proxy cannot attend the meeting. You may insert the Chairperson of the meeting if you wish. If the proxy is a general proxy the form requires no addition. If the proxy is a special proxy the form must include instructions regarding the use of the proxy (i.e. details of the resolution and whether the proxy holder is to cast a vote in favour or against the resolution or abstain from voting). Date and sign the Proxy form using one of the following various forms of execution: Sole Trader - Sign the proxy yourself. Partnership - e.g. sign Smith & Associates Per John Smith - Partner Company - (i) By a director or secretary, e.g. J Smith Director. (ii) By a person duly authorised to sign on behalf of the company, e.g. Smith & Sons Pty Ltd. ACN: Per: J Smith A person duly authorised to sign on the company s behalf. OR Smith & Sons Pty Ltd. ACN: By its duly constituted attorney J Smith. NB: If signing on behalf of a company the following example is not sufficient: Smith & Sons Pty Ltd. ACN: Per: J Smith Certificate of Witness is only to be used where the Proxy is being completed on behalf of a person who is blind or incapable of writing. In all other cases a witness to the signature of the person appointing the Proxy is not required and you may ignore the section headed Certificate of Witness. 1

7 FORM 532 Corporations Act 2001 Regulation Mining Management Group Pty Limited (In Liquidation) ACN ( MMG ) APPOINTMENT OF PROXY I/We (1) of a creditor/member of Mining Management Group Pty Limited (In Liquidation) appoint (2) as my/our special proxy to vote at the meeting of creditors to be held on 1 February 2018 at 12:00pm or at any adjournment of that meeting. There are no resolutions proposed for this meeting. DATED this day of 2018 (4) Signature CERTIFICATE OF WITNESS - only complete if the person given the proxy is blind or incapable of writing. 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 out "I" and set out the full name of the firm. (2) Insert the name 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.

8 (4) If the creditor is a sole trader, sign in accordance with the following example: A.B., proprietor. If the creditor is a partnership, sign in accordance with the following example: A.B., a partner of the said firm. If the creditor is a company, then the form of proxy must be under its Common Seal or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: for the company, A.B. (duly authorised under the Seal of the Company). Proxy forms should have been completed and returned by no later than 5:00 PM on 19 January 2018 to be eligible to vote at the meeting. RETURN TO: Mining Management Group Pty Limited (In Liquidation) of care of McGrathNicol Address: GPO Box 9986, Sydney NSW 2001 Phone: Fax: jcrick@mcgrathnicol.com

9 Address: Level 12, 20 Martin Place, Sydney NSW 2000 Contact Name: Joshua Crick Contact Number: Proofs of Debt Notes for your guidance (Please read carefully before filling in Form 535 or Form 536) It is a creditor s responsibility to prove their claim to our satisfaction. When lodging claims, creditors must ensure that: a) the proof of debt form is properly completed in every particular; and b) evidence, such as that detailed below, is attached to the Form 535 or Form 536. Directions for completion of a Proof of Debt 1. Insert the full name and address of the creditor. 2. Under Consideration state how the debt arose, for example goods sold to the company on Under Remarks include details of any documents that substantiate the debt (refer to the section titled Information to support your claim below for further information). 4. Where the space provided for a particular purpose is insufficient to contain all the required information in relation to a particular item, that information should be set out in an annexure. 5. An annexure to the form must have an identifying mark and be endorsed with the words: This is the annexure of pages marked referred to in the Form 535/536 signed by me and dated Signature(s).. Name of Signatory IN BLOCK LETTERS and signed by each person signing the form to which the document is annexed. 6. The pages in the annexure must be numbered consecutively. 7. Where a document, copy of a document or other matter is annexed to a form, reference made in the form to the annexure shall be by its identifying mark, the number of pages in it, and a brief description of the nature of the document and its contents. 8. A reference to an annexure includes a document, copy of a document or any other matter accompanying, attaching to or annexed to a form. Information to support your claim Please note that your debt is not likely to be accepted unless evidence to support its existence is provided. Detailed below are some examples of the type of debt creditors may be claiming and a suggested list of documents, copies of which should accompany a proof of debt for that class of creditor. Trade Creditors Statements and supporting invoices(s) showing the amount of the debt; and Advice(s) to pay outstanding invoice(s) (optional). 1

10 Guarantees/Indemnities Executed guarantee/indemnity; Notice of Demand served on the guarantor; and Calculation of the amount outstanding under the guarantee. Judgment Debt Copy of the judgment; and Documents/details to support the underlying debt as per other categories. Deficiencies on Secured Debt Security Documents (eg. mortgage); Independent valuation of the secured portion of the debt (if not yet realised) or the basis of the creditor s estimated value of the security; Calculation of the deficiency on the security; and Details of income earned and expenses incurred by the secured creditor in respect of the secured asset since the date of appointment. Loans (Bank and Personal) Executed loan agreement; and Loan statements showing payments made, interest accruing and the amount outstanding as at the date of appointment. Tax Debts Documentation that shows the assessment of debts, whether it is an actual debt or an estimate, and separate amounts for the primary debt and any penalties. Employee Debts Basis of calculation of the debt; Type of Claim (eg. wages, holiday pay, etc); Correspondence relating to the debt being claimed; and Contract of Employment (if any). Leases Copy of the lease; and Statement showing amounts outstanding under the lease, differentiating between amounts outstanding at the date of the appointment and any future monies. 2

11 Australian Company Number: FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Liquidators of Mining Management Group Pty Limited (In Liquidation) 1. This is to state that the company was on 6 July 2015 (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 Amount Remarks (include details of Debt arose) $ c 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 *Do not complete if this proof is made by the creditor personally.

12 *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: *Do not complete if this proof is made by the creditor personally.

13 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