Administrators supplementary report to creditors

Transcription

1 Administrators supplementary report to creditors Section 439A of the Corporations Act January 2017 Administrators: Philip Carter and Daniel Walley PPB Pty Limited trading as PPB Advisory ABN Liability limited by a scheme approved under Professional Standards Legislation PPB Pty Ltd has associated but independent entities and partnerships Byron Holdings Pty Ltd Byron Group Services Pty Ltd Accessible Transit Specialists (NSW) Pty Ltd DHS Pty Ltd Emergency Transport Technology Pty Ltd (All Administrators Appointed) (the Byron Group)

2 1. Disclaimer 1 2. Executive summary Introduction Administrators recommendation Reconvened Second meeting of creditors Update since our Second Report of 18 November Directors RATA Estimated return to creditors Remuneration 4 3. Administrators opinion Liquidation Deed of Company Arrangement Administration to end 5 4. Reconvened second meeting details Meeting registration Committee of Inspection (COI) Further information 7 5. Update since our Second Report of 18 November Sale of Melbourne operations Other actions taken Offences, liquidation recoveries and insolvency Other matters Deed proposal Creditors claims Group financial background Directors Report as to Affairs (RATA) Estimated return to creditors Enquiries 14 Appendix A. Notice of reconvened meeting of creditors B. Appointment of Proxy, Proof of Debt or Claim Form Form 532 C. Formal Proof of Debt or Claim Form Form 535 D. Remuneration reports dated 13 January 2017 E. Declaration of Independence, Relevant Relationships and Indemnities F. ASIC Publication: Insolvency information for directors, employees, creditors and shareholders G. ARITA Publication: Creditor information sheet: Offences, recoverable transactions and insolvent trading H. Report as to affairs ii

3 Glossary Abbreviations Act Administrators AEDST APAAP ARITA ASIC ATO ATS Definitions Corporations Act 2001 (Cth) Philip Carter and Daniel Walley of PPB Advisory as joint and several Administrators Australian Eastern Daylight Savings Time All present and after-acquired property, a term associated with security interests under the PPSA Australian Restructuring Insolvency and Turnaround Association. ARITA was formerly the Insolvency Practitioners Association of Australia. Australian Securities and Investments Commission Australian Taxation Office Accessible Transit Specialists (NSW) Pty Ltd BA Byron Aviation Pty Ltd (ACN ) BGH BGS Byron Group / the Companies Code COI D&O Policy Deed DHS DIRRI ERM ETT ETTME FEG FY HY k M PILN PMSI PPSA Byron Group Holdings Pty Ltd Byron Group Services Pty Ltd Byron Group Holdings Pty Ltd ACN Byron Group Services Pty Ltd ACN Accessible Transit Specialists (NSW) Pty Ltd ACN DHS Pty Ltd ACN Emergency Resources Management Pty Ltd ACN Emergency Transport Technology Pty Ltd ACN ARITA Code of Professional Practice Committee of Inspection Directors and Officers Insurance Policy Deed of Company Arrangement DHS Pty Ltd Declaration of Independence, Relevant Relationships and Indemnities, pursuant to s436da of the Act and Code. Emergency Resources Management Pty Ltd Emergency Transport Technology Pty Ltd Emergency Transport Technology Middle East Fair Entitlements Guarantee, a scheme administered by the Department of Employment to provide assistance to employees owed outstanding employee entitlements following the insolvency/bankruptcy of an employer Financial Year (e.g. the financial year 1 July 2012 to 30 June 2013 would be expressed as FY13) Half Year (e.g. the half financial year 1 July 2013 to 31 December 2013 would be expressed as HY13) Thousand Million Payment in lieu of notice Personal Money Security Interest as defined in the PPSA Personal Property Security Act 2009 (Cth) iii

4 Abbreviations Definitions PPSR RATA Reconvened Second Meeting Regulations s Second Meeting Personal Property Securities Register a register set up under the PPSA for the registration of security interests Report As To Affairs Reconvened meeting held pursuant to s439a of the Act where creditors determine the future of the Companies scheduled for 23 January 2017 at 10:30am AEDST Corporations Regulations 2001 (Cth) Section of the Act Meeting held pursuant to s439a of the Act on 28 November 2016 at 10:30am AEDST Second Report Report sent to creditors pursuant to s439a of the Act dated 18 November 2016 Supplementary Report This report, prepared pursuant to s439a of the Act about the business, property, affairs and financial circumstances of the Companies since the Second Meeting Wade Byron Wade Pty Ltd (ACN ) Wolseley YTD JMP Wolseley Partners (Jersey) Ltd in its capacity as general partner of Wolseley Partners Fund 11 L P Year to date, a period starting from the beginning of the current financial year and continuing up to a defined date (e.g. monthly management accounts from 1 July 2013 to 31 January 2014 would be expressed as YTD January 2014 iv

5 1. Disclaimer This Supplementary Report is based upon our preliminary investigations to date. Any additional material issues that are identified subsequent to issuing this Supplementary Report may be the subject of a further written report and/or tabled at the Reconvened Second Meeting. The contents of this Supplementary Report are based on information obtained from the Companies books and records, financial systems, representations from the directors, key management and our own enquiries and investigations. The statements and opinions in this Supplementary Report are given in good faith and in the belief that such statements and opinions are not false or misleading. Except where otherwise stated, we reserve the right to alter any conclusions reached on the basis of any amended or additional information which may be provided to us between the date of this Supplementary Report and the date of the Reconvened Second Meeting. In considering the options available to creditors and formulating our recommendation, the Administrators have necessarily made forecasts of asset realisations and total creditor claims. These forecasts and estimates may change as asset realisations progress and claims are received from creditors. While the forecasts and estimates are based on the Administrators best assessment in the circumstances, creditors should note that the eventual outcome for creditors may differ from that estimated in this Supplementary Report. None of the Administrators, PPB Advisory nor any member or employee of the firm is responsible in any way whatsoever to any person in respect of any errors in this Supplementary Report arising from incorrect information provided to us. The Administrators do not assume or accept any responsibility for any liability or loss sustained by any creditor or any other party as a result of the circulation, publication, reproduction or any use of the information presented in this Supplementary Report. This Supplementary Report is not for general circulation, publication, reproduction or any use other than to assist creditors in evaluating their position as creditors of the Companies and must not be disclosed without the prior approval of the Administrators. Creditors should consider seeking their own independent legal advice as to their rights and the options available to them at the Reconvened Second Meeting. PPB Advisory Report to creditors 1

6 2. Executive summary 2.1 Introduction This report should be read in conjunction with our Second Report to creditors dated 18 November 2016, and to the Second Meeting of creditors held on 28 November Our second meeting of creditors was adjourned to 23 January 2016 to allow for: the sale of the Victorian operations to the Wade Group to be finalised onsite auctions to be held and all plant and equipment, and stock to be realised; and the ongoing negotiations and due diligence with respect to the sale of shares in ETTME. This Supplementary Report to creditors will provide an update of tasks completed and outcomes achieved since we issued the Second Report to creditors in accordance with section 439A of the Act. 2.2 Administrators recommendation Our recommendation remains as per our Second Report. We recommend that it is in the creditors interests that the Companies are wound up. We have not received any Deed proposals for the Companies and therefore the option for creditors to vote in favour of a Deed proposal is unavailable. The Companies cannot be returned to the directors as they are insolvent. 2.3 Reconvened Second meeting of creditors The Reconvened Second Meeting of creditors will be held on: Date: Monday, 23 January 2017 Registration: 10:00am Meeting time: 10:30am AEDST Location PPB Advisory Level 7 8 Chifley 8-12 Chifley Square Sydney NSW 2000 Please note that this meeting is held at a different venue due to renovation works at the Wesley Conference Centre. The formal Notice of the Reconvened Meeting of Creditors is attached as Appendix A. To register attendance and be entitled to vote at the Second Meeting, creditors must complete and submit the following forms: Form 532 Appointment of Proxy, attached at Appendix B Form 535 Proof of Debt form, attached at Appendix C. Forms must be submitted by no later than 5:00pm AEDST on Friday, 20 January 2017 to this office or by to kcheung@ppbadvisory.com Please note there is no requirement to resubmit a proof of debt form if previously provided unless the amount claimed has changed. However, as this is a new meeting you will have to submit a new Proxy if you wish to attend. PPB Advisory Report to creditors 2

7 2.4 Update since our Second Report of 18 November Sale of Melbourne operations On 8 December 2016 we completed the sale of the Victorian operations to the Wade Group. The sale included: o Plant & Equipment o Inventory o Work in Progress o Intellectual Property o Goodwill, and o Business Records Wade are continuing to trade from the Byron Group s former Tullamarine site and have taken on 23 former employees of Byron Group Other actions taken We were unable to secure a buyer for the remaining Byron Group sites, including Smithfield, Brendale and Launceston. As a result we have completed a wind down of operations at these sites including onsite auctions to sell all stock, plant and equipment before vacating. We have now vacated all sites, returning possession to their respective landlords (with the exception of Melbourne which is being maintained by the Wade Group). We have also continued to liaise with a number of parties interested in purchasing the shares in ETTME held by BGH Offences and liquidation recoveries This Supplementary Report is based on information available to us to date. We have not uncovered or been made aware of any additional information that would change our view from our Second Report to creditors Emergency Resource Management We held the adjourned second meeting of creditors for ERM on 19 December 2016 as required under the Act. At the second meeting, the sole creditor resolved to wind up ERM and appointed Daniel Walley and Philip Carter as Liquidators. 2.5 Directors RATA The directors have now provided us with a RATA in accordance with his/their responsibilities under the Act. The directors RATA show the Byron Group had a net deficiency of $13.6m as at the date of appointment. We have not conducted a detailed assessment or audit of the directors RATA at this stage. A summary of the RATA for each company is attached at Appendix H. PPB Advisory Report to creditors 3

8 2.6 Estimated return to creditors Since the adjourned Second Meeting, we have completed the sale of the Byron Group s Victorian Operations to Wade. The sale has benefited creditors as follows: transfer of 23 employees resulting in a reduction in entitlement claims of c.$470k sale of plant and equipment at market value sale of stock at cost recovery of work in progress that otherwise would have been minimal if the site was wound-up sale of Intellectual Property which would otherwise likely to have been unrealisable. Despite the above, given the quantum of secured creditor and employee entitlement claims, we do not we do not expect any return to unsecured creditors from the realisation of the Companies assets. Any return to unsecured creditors would be from future (and as yet unknown) successful recovery action in the liquidation. A summary of expected returns to different classes of creditors in liquidation is as follows: BGH BGS ATS DHS ETT ERM Employees Partial Partial Partial Nil N/A Nil Secured creditor Unknown Unknown Unknown Nil Nil Nil Unsecured creditors Nil Nil Nil Nil Nil Nil 2.7 Remuneration We are seeking approval for our remuneration at the reconvened Second Meeting. At the meeting a separate resolution will be put to creditors for each entity in the Byron Group as summarised below. Total Amount (excluding GST) ($) Period BGH BGS ATS DHS ETT Voluntary Administration: 14 October 2016 to 6 January , , , , , January 2017 to 23 January , , , , , Liquidation (if applicable): 23 January 2017 to the conclusion of the Liquidation 50, , , , , Prospective Liquidators remuneration will not be sought if creditors elect to form a Committee of Inspection (COI). Please refer to our Remuneration Reports at Appendix D for full details of key activities undertaken by us, our partners and staff and the remuneration approval sought per entity. PPB Advisory Report to creditors 4

9 3. Administrators opinion We are of the opinion that it is in the creditors best interests that the Companies in the Byron Group be wound up. Our opinion remains as per our Second Report of 18 November Each option available to creditors is discussed below. 3.1 Liquidation We are of the opinion that it is in the best interests of creditors for the following Byron Group entities to be wound up: Byron Group Holdings Pty Ltd Byron Group Services Pty Ltd Accessible Transit Specialists (NSW) Pty Ltd DHS Pty Ltd Emergency Transport Technology Pty Ltd Our preliminary view is that the Companies in the Byron Group were insolvent immediately prior to our appointment. The Byron Group was reliant on its shareholders for funding and all Byron Group companies were jointly liable for Group debts under secured cross-collateralised banking facilities. As a result, once the shareholder withdrew financial support, the Companies in the Byron Group were unable to pay its debts as and when they fell due. A liquidator (if appointed) would be in a position to conduct detailed investigations into the circumstances leading up to the appointment of the Administrators. A liquidator will be empowered to: assist employees in applying for FEG for the payment of certain employee entitlements that cannot otherwise be funded by the Company pursue various potential recoveries under the Act, such as voidable transactions distribute recoveries made in accordance with the priority provisions of the Act complete thorough investigations into: - the Byron Group s dealings and affairs - actions of the directors report findings to ASIC pursuant to the Act 3.2 Deed of Company Arrangement This option is unavailable to creditors as we have not received any Deed proposals for the Byron Group. As noted in our Second Report, we separately received a Deed proposal for BA. This was executed on 24 November 2016 and effectuated on the same day as required under the Deed. We will table any Deed proposals received after this Report at the Second Meeting, however we do not expect any Deed to be proposed. 3.3 Administration to end We are of the opinion that it is not in the best interests of creditors to end the administration. While our investigations are continuing, it is evident that the Companies in the Byron Group are insolvent and unable to pay their debts as and when they fall due. Accordingly, returning control of the Companies in the Byron Group to the directors would be inappropriate in the present circumstances. PPB Advisory Report to creditors 5

10 4. Reconvened second meeting details The second meeting of creditors of the Companies was held on 28 November 2016, pursuant to s439a of the Act. At the Second Meeting a resolution was passed pursuant to section 439B (2) of the Act to adjourn the Second Meeting of the Companies (with the exception of ERM) for a period of up to forty-five (45) business days. This additional time was to allow the administrators to finalise the sale of the Byron Group s assets, including the Victorian operations. The administrators also adjourned the Second Meeting of ERM pursuant to Part (4)(a) of the Regulations as a quorum was not present. Under Part (4)(d) an administrator must reconvene the meeting on a day not being less than 7 or more than 21 days after the day on which the meeting was adjourned. We held the adjourned second meeting of creditors for ERM on 19 December 2016 as required under the Act. At the meeting creditors resolved to wind ERM up and appointed Daniel Walley and Philip Carter as Liquidators. The Reconvened Second Meeting for the remaining Byron Group companies will be held on Monday, 23 January 2017 at 10:30am AEDST. Formal notification Form 529 Notice of Meeting of Creditors is attached at Appendix A. 4.1 Meeting registration To register attendance and be entitled to vote at the Reconvened Second Meeting, creditors must complete and submit the following forms: Registration forms Form 532 Appointment of Proxy (attached at Appendix B) Form 535 Proof of Debt or Claim Form (attached at Appendix C) Information A new proxy form is required to be completed for each creditors meeting (ie previous meeting proxy forms are invalid for the Reconvened Second Meeting). If a corporate creditor wants to be represented at the Reconvened Second Meeting, it must appoint an individual to act on its behalf by providing an executed proxy form. Individuals may choose to appoint a representative to vote on their behalf by executing a proxy form. If an individual is attending in person a proxy form is not required. This form is required to be completed to entitle a creditor to vote at the Reconvened Second Meeting. Documents to support the amount claimed (e.g. unpaid invoices) must also be provided. There is no requirement to resubmit a proof of debt form if previously provided unless the amount claimed has changed. Please take care when completing the form to ensure the correct party is named as the creditor. As an example, this may include XYZ Pty Ltd as trustee for the ABC Family Superannuation Fund. Only creditors of the Companies in the Byron Group are entitled to vote at the Reconvened Second Meeting. Creditors are encouraged to arrive as promptly as possible to enable the orderly registration of attendees so that the meeting can commence on time. PPB Advisory Report to creditors 6

11 4.2 Committee of Inspection (COI) In the event of liquidation, creditors may wish to establish a COI at the Reconvened Second Meeting to assist and guide the liquidator. A minimum of two members per company is required to form a COI. Creditors should consider whether they are in a position to be a COI member, as membership of a COI requires attendance at meetings (telephone facilities will be made available so members do not have to attend in person). Members of the COI must have regard for the creditor group s interest, not only their own interests. Importantly, for a creditor to be eligible for appointment as a member of a COI, they must either: be in attendance at the Reconvened Second Meeting appoint a general power of attorney to attend the Reconvened Second Meeting on their behalf authorise a person in writing to be a member of the COI on their behalf. 4.3 Further information To assist creditors, employees, and shareholders to understand the voluntary administration process, the Australian Securities and Investments Commission (ASIC) has released a package of insolvency information sheets endorsed by ARITA. Enclosed at Appendix F and Appendix G are ASIC s and ARITA s relevant publications. You can download these information sheets from and PPB Advisory Report to creditors 7

12 5. Update since our Second Report of 18 November Sale of Melbourne operations Subsequent to our Second Report to creditors, we completed an asset sale to Wade in relation to the Byron Group s Victorian operations. The purchase included the following assets (the physical assets being located in Tullamarine, Victoria): Plant & Equipment Inventory Work in Progress Business Intellectual Property Goodwill, and Business Records The sale to Wade excluded the following assets, which we will retain and recover for the benefit of creditors: Cash on hand Trade debtors (for work already invoiced) The sale also allowed for the transfer of 23 existing employees to Wade, which will reduce entitlement liabilities to the Companies. In addition to the above, we have continued to liaise with a number of parties in relation to the sale of shares held by BGH in ETTME. The sale process has been protracted owing to the Christmas and New Year holiday period, and the fact that a number of the interested parties are based overseas. These parties are continuing to review the information provided in the data room and we expect a sale to complete in the next 1-2 months. 5.2 Other actions taken Continued trading of operations Since the Second Meeting we have continued to trade the business, completing a number of projects. As at the date of this report we have generated sales of approximately $1.25m and expect to collect further sales revenue of approximately $770k from work completed prior to the wind down or sale of the operations. Smithfield (NSW) We ceased operating from the Smithfield site on 16 December As a result we terminated all remaining employees from Smithfield on this date. Prior to vacating we held an onsite auction on 9 December 2016 with all remaining stock, plant and equipment being sold. A summary of the result from each of the site auctions is included in section below. Brendale (QLD) We ceased trading from the Brendale site on 28 October At this time the remaining employees in Brendale were terminated. On 24 November 2016 we held on online auction for the plant and equipment which generated realisations of $225k, which was above independent valuation estimates. We have now vacated the site returning the property to the landlord on 30 November PPB Advisory Report to creditors 8

13 Launceston (TAS) We ceased trading from the Launceston site shortly after appointment. We retained 1 employee to assist during the sale process and wind down. On 6 December 2016 we held on online auction for the plant and equipment. From the auction we generated realisations of $21k. This was in line with valuation estimates Plant and equipment and stock realisations On Friday 9 December 2016, we held an onsite auction for the remaining plant and equipment and stock for the Byron Group (NSW). The majority of the stock, plant and equipment was auctioned on the day. The total realisations generated were c.$346k, of which the majority related to plant and equipment sales. This was below independent valuation estimates, and we are advised by our agents that the outcome was influenced by: the requirement for a reduced marketing period which arose as a result of the significant monthly rent costs of the Smithfield site that the Byron Group had committed to, and the proximity to the Christmas holiday period. In addition to the realisations completed, the items in the table below will be realised shortly. The Administrators sale agents (Slatterys Asset Advisory ) have advised that an online auction should receive higher offers for these items: Item Amount per valuation Laptop computers 6,500 Server 15,000 Office furniture 2,500 Sewing machines 5,000 Motor vehicles 14,500 Total $ 43,500 Slattery s will advertise these items for sale shortly. We have now completed the sale of the majority of plant and equipment and summarise the overall results below as follows: Item Total amount realised - P&E Estimated auction value - P&E Total amount realised - stock Estimated auction value - stock Brisbane 86,860 46, ,446 2,800 Tasmania 10,957 10,110 10,731 12,000 Victoria (sale to Wade) 107,000 74,030 50,000 3,000 New South Wales 254, , , ,214 Sale to Coachair (Aviation) 126,232 69,382 1,786 1,786 Total $585,049 $583,650 $ 302,963 $ 467, Debtor collections Subsequent to our Second Report, we have continued to contact customers to request payment of outstanding debtors. We have managed to collect pre-appointment debtors totalling $1.94m at the time of writing as follows: PPB Advisory Report to creditors 9

14 BGH BGS ATS DHS ETT ERM ($) ($) ($) ($) ($) ($) 767 1,530, ,979 5, We have budgeted to secure further pre-appointment debtors of around $400k, with c$50k in ATS and c$350k in BGS. 5.3 Offences, liquidation recoveries and insolvency As detailed in our Second Report, our preliminary investigations have identified potential voidable transaction recoveries, summarised below. To date we have not uncovered any material issues that would alter our findings contained in the Second Report. Voidable transactions No of transactions Amount identified Recovery probability Unfair Preferences 4 $137,500 Low Total potential recoveries 4 $137,500 Low In addition to the above, we have not uncovered any further information that changes our conclusion in relation to the solvency of the Group as detailed in the Second Report to creditors. We concluded that the Byron Group may have become insolvent immediately prior to administration when investor support ceased. We note that the directors were taking legal advice in relation to the solvency of the Byron Group during this period. With respect to offences, we have not uncovered any further information that changes our conclusion detailed in the Second Report to creditors. Further investigations into potential offences will be conducted by a liquidator, and reported to ASIC, should the Companies be wound up. 5.4 Other matters We held the reconvened second meeting of creditors for ERM on 19 December At the meeting creditors resolved to wind ERM up and appointed Daniel Walley and Philip Carter as Liquidators. ERM has two employees who are now entitled to make a claim to FEG for unpaid entitlements. We have provided FEG with an update and confirmed the winding up of ERM. 5.5 Deed proposal At the time of writing this report, we have not received any Deed proposals for the Byron Group and therefore the option for creditors to vote in favour of a Deed proposal is currently unavailable. We will table any Deed proposals received after this Supplementary Report at the Reconvened Second Meeting, although we do not expect any deed proposal for the remaining entities. 5.6 Creditors claims Creditor claims have not changed materially since our initial report to creditors. Please refer to our initial report. PPB Advisory Report to creditors 10

15 6. Group financial background Our financial analysis of the Byron Group and its operations has not changed and we refer creditors to our Second Report. 6.1 Directors Report as to Affairs (RATA) A company director must provide an administrator with a RATA outlining the company s business, property, affairs and financial circumstances at the appointment date (s438b). The RATA should include: net asset book values (based on historical financial records) estimated asset realisable values known liabilities. In our second Report to creditors we noted that the directors of the Companies had been granted an extension of time to provide their RATAs. The directors have now provided us with a RATA in accordance with his/their responsibilities under the Act. Attached as Appendix H is a summary of the directors RATAs. Below is a consolidated summary of the directors RATA s and our commentary: Notes: Consolidated BV ($) ERV ($) Assets Subject to spefic security interests - - Relevant secured creditor claims (5,760,200) Unknown Surplus/(Deficit) on specific security interests (5,760,200) Unknown Other Assets: Sundry debtors 32,958,903 Unknown Cash at bank 83,971 Stock 4,238,474 Unknown Work in progress 3,998,132 Unknown Plant and equipment 2,526,111 Unknown Other 61,625 41,545 Sub Total 43,867,216 Unknown Less other creditor claims: Employee Entitlements (617,201) Unknown Deficit on specific security interests (5,760,200) Unknown Unsecured creditors (51,077,019) Unknown Surplus / (Deficiency) to creditors (13,587,204) Unknown 1. All Byron Group companies are jointly liable for Group debts under secured cross-collateralised banking facilities. 2. Debtors and Unsecured creditors include intercompany loans which are uncollectable given the financial position of the Companies. A summary of intercompany loans is as follows: BGH BGS ATS DHS ERM ETT Intercompany debtors 1,888,930 12,022,491 8,486,497 2,610,435 4,388, ,393 Intercompany loans 14,941,069 10,137, ,109-3,151, ,496 PPB Advisory Report to creditors 11

16 3. We consider that the book value of stock is overstated based on our investigations. 4. We consider that the book value of work in progress is overstated based on our investigations. It is also worth noting that not all work in progress detailed in the Companies records will have been completed in the Administration due to a combination of a lack of customer support, excessive costs to complete or the estimated time to complete being beyond our expected trading period.. 5. Based on an independent valuation of the Companies plant and equipment, and amounts subsequently realised, the estimated realisable value of plant and equipment is overstated. 6. The directors estimate of employee entitlements does not include long service leave (payable due to redundancy), PILN or redundancy. PPB Advisory Report to creditors 12

17 7. Estimated return to creditors The estimated return to creditors has not changed substantially since our last report. The estimated return to employees has improved slightly as a result of reduced employee claims due to the sale of the Melbourne operations to Wade and subsequent transfer of employees. The estimated return may also be improved depending on the outcome of the sale of shares in the Dubai entity. The secured creditor will receive a distribution that is unknown as yet. Employees of BGH, BGS and ATS may receive a partial distribution from the liquidation, but all terminated employees of the Companies will need to lodge a claim with FEG, we will assist employees with this process. Unsecured creditors will not receive any distribution from the realisation of assets of the Companies in the Byron Group. Any return to unsecured creditors would rely on successful recovery action by the liquidators. PPB Advisory Report to creditors 13

18 8. Enquiries Should you have any enquiries please contact Kei Cheung of our office or by at DATED this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators PPB Advisory Report to creditors 14

19 A. Notice of reconvened meeting of creditors Appendix A

20 FORM 529 Paragraph 439A(3)(b) Regulation 5.3.A.03AB Corporations Act 2001 NOTICE OF RECONVENED MEETING OF CREDITORS Byron Group Holdings Pty Ltd ACN (Administrators Appointed) Byron Group Services Pty Ltd ACN (Administrators Appointed) Accessible Transit Specialists (NSW) Pty Ltd ACN (Administrators Appointed) DHS Pty Ltd ACN (Administrators Appointed) Emergency Transport Technology Pty Ltd ACN (Administrators Appointed) (collectively as the Companies ) Notice is given that a reconvened meeting of the creditors of the Companies will be held concurrently at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 on Monday, 23 January 2017 at 10:30AM. Please note that this meeting is held at a different venue due to renovation works at the Wesley Conference Centre. Agenda 1. To consider the report by the joint and several Administrators concerning the Company s business, property, affairs and financial circumstances pursuant to Section 439A of the Corporations Act For creditors to consider the options available and to resolve that: (a) the Company execute a Deed of Company Arrangement, or (b) the administration should end, or (c) the Company be wound up. 3. To approve: (d) the Administrators remuneration for the period 14 October 2016 to 6 January (e) the the Administrators future remuneration for the period 7 January 2017 to 23 January (f) the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation. 4. If the Companies are wound up, to consider the appointment of a Committee of Inspection of each of the Companies and, if so, who are to be the committee members. 5. Any other business.

21 Creditors wishing to attend are advised that proof of debts and proxies must be submitted to the Adminstrators by 5:00pm on Thursday, 19 January There will be access to telephone conference facilities for creditors who cannot attend the meeting. Please Kei Cheung of PPB Advisory by 5:00pm on Thursday, 19 January 2017 if you require access to telephone facilities. * Dated this 13th day of January 2017 Philip Carter and Daniel Walley Administrators * Telephone conference facility details will be provided on request. A person, or the proxy or attorney of a person, who wishes to participate in the meeting by telephone must give to me by 5:00pm on Thursday, 19 January 2017, a written statement ( to kcheung@ppbadvisory.com will be accepted) setting out: i. the name of the person and of the proxy or attorney (if any); and ii. an address to which notices to the person, proxy or attorney may be sent; and iii. a telephone number at which the person, proxy or attorney may be contacted; and iv. any facsimile transmission 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 by the person, proxy or attorney in participating and is not entitled to be reimbursed for those costs from the assets of the company.

22 B. Appointment of Proxy, Proof of Debt or Claim Form Form 532 Appendix B

23 FORM 532 Corporations Act 2001 APPOINTMENT OF PROXY Subregulation Byron Group Holdings Pty Ltd ACN (Administrators Appointed) (the Company) A. Appointment of a proxy I/We,.. (If a company, strike out I and set out full name of the company) of (address) a creditor of the Company appoint as my/our proxy, or in his/her absence, to vote at the meeting of creditors to be held on Monday, 23 January 2017 at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 at 10:30am or at any adjournment of that meeting. B. Voting directions Option 1: If appointed as a general proxy, as he/she determines on my/our behalf (Please proceed to section C ie do not complete the table below) and/or Option 2: If appointed as a special proxy in the manner set out below: (Please complete the table below before proceeding to section C) No Resolution For Against Abstain 1 2 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $223, plus GST To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $58, plus GST, as set out in the Remuneration Report dated 13 January The Company execute a Deed 4 The Company be wound up The Administration should end (and control revert back to the Company directors) If the Company is wound up, to approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $50, plus GST, as set out in the Remuneration Report dated 13 January 2017 If the Company is wound up, that a Committee of Inspection be formed comprising representatives as nominated at the meeting of creditors C. Signature (in accordance with Sections 127 or 250D of the Corporations Act 2001) If the creditor is an individual Dated this day of 20. If the creditor is a Company. Director/Company Secretary. Print name

24 CERTIFICATE OF WITNESS Please Note: This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. The signature of the creditor is not to be attested by the person nominated as proxy. 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. Signature of witness:

25 FORM 532 Corporations Act 2001 APPOINTMENT OF PROXY Subregulation Byron Group Services Pty Ltd ACN (Administrators Appointed) (the Company) A. Appointment of a proxy I/We,.. (If a company, strike out I and set out full name of the company) of (address) a creditor of the Company appoint as my/our proxy, or in his/her absence, to vote at the meeting of creditors to be held on Monday, 23 January 2017 at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 at 10:30am or at any adjournment of that meeting. B. Voting directions Option 1: If appointed as a general proxy, as he/she determines on my/our behalf (Please proceed to section C ie do not complete the table below) and/or Option 2: If appointed as a special proxy in the manner set out below: (Please complete the table below before proceeding to section C) No Resolution For Against Abstain 1 2 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $590, plus GST To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $47, plus GST, as set out in the Remuneration Report dated 13 January The Company execute a Deed 4 The Company be wound up The Administration should end (and control revert back to the Company directors) If the Company is wound up, to approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the liquidation up to a maximum of $100, plus GST, as set out in the Remuneration Report dated 13 January 2017 If the Company is wound up, that a Committee of Inspection be formed comprising representatives as nominated at the meeting of creditors C. Signature (in accordance with Sections 127 or 250D of the Corporations Act 2001) If the creditor is an individual Dated this day of 20. If the creditor is a Company. Director/Company Secretary. Print name

26 CERTIFICATE OF WITNESS Please Note: This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. The signature of the creditor is not to be attested by the person nominated as proxy. 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. Signature of witness:

27 FORM 532 Corporations Act 2001 APPOINTMENT OF PROXY Subregulation A. Appointment of a proxy Accessible Transit Specialists (NSW) Pty Ltd ACN (Administrators Appointed) (the Company) I/We,.. (If a company, strike out I and set out full name of the company) of (address) a creditor of the Company appoint as my/our proxy, or in his/her absence, to vote at the meeting of creditors to be held on Monday, 23 January 2017 at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 at 10:30am or at any adjournment of that meeting. B. Voting directions Option 1: If appointed as a general proxy, as he/she determines on my/our behalf (Please proceed to section C ie do not complete the table below) and/or Option 2: If appointed as a special proxy in the manner set out below: (Please complete the table below before proceeding to section C) No Resolution For Against Abstain 1 2 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $49, plus GST To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $9, plus GST, as set out in the Remuneration Report dated 13 January The Company execute a Deed 4 The Company be wound up The Administration should end (and control revert back to the Company directors) If the Company is wound up, to approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $20, plus GST, as set out in the Remuneration Report dated 13 January 2017 If the Company is wound up, that a Committee of Inspection be formed comprising representatives as nominated at the meeting of creditors C. Signature (in accordance with Sections 127 or 250D of the Corporations Act 2001) If the creditor is an individual Dated this day of 20. If the creditor is a Company. Director/Company Secretary. Print name

28 CERTIFICATE OF WITNESS Please Note: This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. The signature of the creditor is not to be attested by the person nominated as proxy. 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. Signature of witness:

29 FORM 532 Corporations Act 2001 APPOINTMENT OF PROXY Subregulation DHS Pty Ltd ACN (Administrators Appointed) (the Company) A. Appointment of a proxy I/We,.. (If a company, strike out I and set out full name of the company) of (address) a creditor of the Company appoint as my/our proxy, or in his/her absence, to vote at the meeting of creditors to be held on Monday, 23 January 2017 at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 at 10:30am or at any adjournment of that meeting. B. Voting directions Option 1: If appointed as a general proxy, as he/she determines on my/our behalf (Please proceed to section C ie do not complete the table below) and/or Option 2: If appointed as a special proxy in the manner set out below: (Please complete the table below before proceeding to section C) No Resolution For Against Abstain 1 2 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $37, plus GST To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $9, plus GST, as set out in the Remuneration Report dated 13 January The Company execute a Deed 4 The Company be wound up The Administration should end (and control revert back to the Company directors) If the Company is wound up, to approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $20, plus GST, as set out in the Remuneration Report dated 13 January 2017 If the Company is wound up, that a Committee of Inspection be formed comprising representatives as nominated at the meeting of creditors C. Signature (in accordance with Sections 127 or 250D of the Corporations Act 2001) If the creditor is an individual Dated this day of 20. If the creditor is a Company. Director/Company Secretary. Print name

30 CERTIFICATE OF WITNESS Please Note: This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. The signature of the creditor is not to be attested by the person nominated as proxy. 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. Signature of witness:

31 FORM 532 Corporations Act 2001 APPOINTMENT OF PROXY Subregulation A. Appointment of a proxy Emergency Transport Technology Pty Ltd ACN (Administrators Appointed) (the Company) I/We,.. (If a company, strike out I and set out full name of the company) of (address) a creditor of the Company appoint as my/our proxy, or in his/her absence, to vote at the meeting of creditors to be held on Monday, 23 January 2017 at PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000 at 10:30am or at any adjournment of that meeting. B. Voting directions Option 1: If appointed as a general proxy, as he/she determines on my/our behalf (Please proceed to section C ie do not complete the table below) and/or Option 2: If appointed as a special proxy in the manner set out below: (Please complete the table below before proceeding to section C) No Resolution For Against Abstain 1 2 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $65, plus GST To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $6, plus GST, as set out in the Remuneration Report dated 13 January The Company execute a Deed 4 The Company be wound up The Administration should end (and control revert back to the Company directors) If the Company is wound up, to approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $15, plus GST, as set out in the Remuneration Report dated 13 January 2017 If the Company is wound up, that a Committee of Inspection be formed comprising representatives as nominated at the meeting of creditors C. Signature (in accordance with Sections 127 or 250D of the Corporations Act 2001) If the creditor is an individual Dated this day of 20. If the creditor is a Company. Director/Company Secretary. Print name

32 CERTIFICATE OF WITNESS Please Note: This certificate is to be completed only where the person giving the proxy is blind or incapable of writing. The signature of the creditor is not to be attested by the person nominated as proxy. 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. Signature of witness:

33 C. Formal Proof of Debt or Claim Form Form 535 Appendix C

34 ACN: Subregulation (2) FORM 535 Corporations Act 2001 FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of Byron Group Holdings Pty Ltd (Administrators Appointed) (the Company) 1. This is to state that the Company was on 14 October 2016, and still is, justly and truly indebted to...(creditor) (name of creditor) of... (address of creditor) for $..... Particulars of the debt are: Date (date when the debt arose) Consideration (state how debt arose and attach supporting documentation) Amount ($) 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 *3A. 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. *3B. 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. * Items 3A & 3B - delete both if the Creditor is a natural person and this proof is made by the Creditor personally. In other cases, if, for example, you are the director of a corporate Creditor or the solicitor or accountant of the Creditor, you sign this form as the Creditor s authorised agent (delete item 3A). If you are an authorised employee of the Creditor (credit manager etc), delete item 3B. Complete all sections I have attached the following documents (tick as many as appropriate): Invoices Judgement from Court Letters of demand Orders from Company Monthly statements Statutory demand Credit application Guarantee from Company Creditors authority letter Other documents Dated /../. Name... Signatory.. Phone.. address...

35 ACN: Subregulation (2) FORM 535 Corporations Act 2001 FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of Byron Group Services Pty Ltd (Administrators Appointed) (the Company) 1. This is to state that the Company was on 14 October 2016, and still is, justly and truly indebted to...(creditor) (name of creditor) of... (address of creditor) for $..... Particulars of the debt are: Date (date when the debt arose) Consideration (state how debt arose and attach supporting documentation) Amount ($) 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 *3A. 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. *3B. 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. * Items 3A & 3B - delete both if the Creditor is a natural person and this proof is made by the Creditor personally. In other cases, if, for example, you are the director of a corporate Creditor or the solicitor or accountant of the Creditor, you sign this form as the Creditor s authorised agent (delete item 3A). If you are an authorised employee of the Creditor (credit manager etc), delete item 3B. Complete all sections I have attached the following documents (tick as many as appropriate): Invoices Judgement from Court Letters of demand Orders from Company Monthly statements Statutory demand Credit application Guarantee from Company Creditors authority letter Other documents Dated /../. Name... Signatory.. Phone.. address...

36 ACN: Subregulation (2) FORM 535 Corporations Act 2001 FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of Accessible Transit Specialists (NSW) Pty Ltd (Administrators Appointed) (the Company) 3. This is to state that the Company was on 14 October 2016, and still is, justly and truly indebted to...(creditor) (name of creditor) of... (address of creditor) for $..... Particulars of the debt are: Date (date when the debt arose) Consideration (state how debt arose and attach supporting documentation) Amount ($) Remarks (include details of voucher substantiating payment) 4. 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 *3A. 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. *3B. 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. * Items 3A & 3B - delete both if the Creditor is a natural person and this proof is made by the Creditor personally. In other cases, if, for example, you are the director of a corporate Creditor or the solicitor or accountant of the Creditor, you sign this form as the Creditor s authorised agent (delete item 3A). If you are an authorised employee of the Creditor (credit manager etc), delete item 3B. Complete all sections I have attached the following documents (tick as many as appropriate): Invoices Judgement from Court Letters of demand Orders from Company Monthly statements Statutory demand Credit application Guarantee from Company Creditors authority letter Other documents Dated /../. Name... Signatory.. Phone.. address...

37 ACN: Subregulation (2) FORM 535 Corporations Act 2001 FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of DHS Pty Ltd (Administrators Appointed) (the Company) 5. This is to state that the Company was on 14 October 2016, and still is, justly and truly indebted to...(creditor) (name of creditor) of... (address of creditor) for $..... Particulars of the debt are: Date (date when the debt arose) Consideration (state how debt arose and attach supporting documentation) Amount ($) Remarks (include details of voucher substantiating payment) 6. 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 *3A. 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. *3B. 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. * Items 3A & 3B - delete both if the Creditor is a natural person and this proof is made by the Creditor personally. In other cases, if, for example, you are the director of a corporate Creditor or the solicitor or accountant of the Creditor, you sign this form as the Creditor s authorised agent (delete item 3A). If you are an authorised employee of the Creditor (credit manager etc), delete item 3B. Complete all sections I have attached the following documents (tick as many as appropriate): Invoices Judgement from Court Letters of demand Orders from Company Monthly statements Statutory demand Credit application Guarantee from Company Creditors authority letter Other documents Dated /../. Name... Signatory.. Phone.. address...

38 ACN: Subregulation (2) FORM 535 Corporations Act 2001 FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of Emergency Transport Technology Pty Ltd (Administrators Appointed) (the Company) 7. This is to state that the Company was on 14 October 2016, and still is, justly and truly indebted to...(creditor) (name of creditor) of... (address of creditor) for $..... Particulars of the debt are: Date (date when the debt arose) Consideration (state how debt arose and attach supporting documentation) Amount ($) Remarks (include details of voucher substantiating payment) 8. 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 *3A. 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. *3B. 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. * Items 3A & 3B - delete both if the Creditor is a natural person and this proof is made by the Creditor personally. In other cases, if, for example, you are the director of a corporate Creditor or the solicitor or accountant of the Creditor, you sign this form as the Creditor s authorised agent (delete item 3A). If you are an authorised employee of the Creditor (credit manager etc), delete item 3B. Complete all sections I have attached the following documents (tick as many as appropriate): Invoices Judgement from Court Letters of demand Orders from Company Monthly statements Statutory demand Credit application Guarantee from Company Creditors authority letter Other documents Dated /../. Name... Signatory.. Phone.. address...

39 D. Remuneration reports dated 13 January 2017 Appendix D

40 Remuneration report Byron Group Holdings Pty Ltd (Administrators Appointed) (the Company) ACN Remuneration declaration 2. Executive summary 3. Description of work completed / to be completed 4. Calculation of remuneration 5. Statement of remuneration claim 6. Remuneration recoverable from external sources 7. Disbursements 8. Summary of receipts and payments 9. Queries

41 1. Remuneration declaration We, Philip Carter and Daniel Walley of PPB Advisory, have undertaken a proper assessment of this remuneration claim for our appointment as joint and several Administrators of Byron Group Holdings Pty Ltd in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Dated this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators Byron Group Holdings Pty Ltd 2. Executive summary To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Report Reference Amount (ex GST) Resolution 1: 14 October 2016 to 6 January 2017 Section 4 $223, Resolution 2: 7 January 2017 to 23 January 2017 Section 4 $58, Liquidation Resolution 3: 23 January 2017 to the completion of the Liquidation Section 4 $50, * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Please refer to report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 2

42 3. Description of work completed / to be completed Resolution 1 Summary of work undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 14 October 2016 to 6 January 2017 Task Area General Description Includes Assets hours $70, Creditors hours $15, Employees hours $19, Sale of Business Assets Debtors Creditor Enquiries Retention of Title Claims Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries Calculation of entitlements Collating information for the data room Liaising with purchasers Internal meetings to discuss/review offers received Liaising with valuers, auctioneers and interested parties Reviewing asset listings Pursuing and collection of pre-appointment debtors Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Search the PPSA register Notify PMSI creditors identified from PPSA register Receive initial notification of creditors intention to claim Assessment of information received from claimants Notifying PPSA registered creditors of appointment Regular verbal updates to secured creditor Responding to secured creditor s queries Drafting section 439A report, investigation, meeting and general reports to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting first meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees Calculating employee entitlements Reviewing employee files and company s books and records Reconciling superannuation accounts 3

43 Task Area General Description Includes Reviewing awards Trade On hours $48, Investigation hours $19, Administration hours $49, Trade On Management Budgeting and financial reporting Conducting investigation Document maintenance/file review/checklist Insurance Bank account administration Liaising with suppliers Liaising with management and staff Attendance on site Authorising purchase orders and maintaining commitments register Monitoring trading performance Reviewing daily/weekly performance reports Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding contributions, termination of employees employment Liaising with OSR regarding payroll tax issues Reviewing company s budgets and financial statements Preparing cash flow budgets Meetings with management and staff to discuss trading position Collection of company books and records Reviewing company s books and records Review and preparation of company nature and history Conducting and summarising statutory searches Preparation of comparative financial statements Preparation of deficiency statement Liaising with directors regarding certain transactions Investigations to identify indicators of insolvency and possible claims for insolvent trading Filing of documents File reviews Updating checklists Review and confirmation of adequacy of cover Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Correspondence with previous brokers Preparing correspondence freezing and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 etc ATO and other statutory reporting Correspondence with ASIC regarding statutory forms Notification of appointment 4

44 Task Area General Description Includes Planning / Review Discussions regarding status of administration 5

45 Resolution 2 Summary of work to be undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 7 January 2017 to 23 January 2017 Task Area General Description Includes Assets hours $14, Creditors hours $12, Employees hours $7, Sale of Business Assets Creditor Enquiries Retention of Title Claims Creditor reporting Meeting of Creditors Employees enquiries GEERS/FEG Calculation of entitlements Liaising with purchasers Negotiations regarding the sale of assets Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Maintain retention of title file Continue liaising with claimants Finalising the s439a report to creditors Regular verbal updates to secured creditor Responding to secured creditor s queries Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting second meeting of creditors Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Preparation of letters to employees advising of their entitlements Receive and prepare correspondence in response to employees objections to or queries regarding leave entitlements Correspondence with FEG Calculate employee entitlements Reviewing employee files and company s books and records to calculate entitlements Reconciling superannuation accounts Reviewing awards 6

46 Trade On hours $16, Administration hours $7, Trade On Management Financial reporting Document maintenance/file review/checklist ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Liaising with suppliers regarding outstanding invoices and closing accounts Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Bank account administration Liaising with superannuation funds regarding contributions, termination of employees employment Finalising cash flow register Filing of documents File reviews Updating checklists Preparing BAS Completing group certificates Notifying ATO of finalisation of administration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 7

47 Resolution 3 Summary of work to be undertaken by Philip Carter and Daniel Walley, Liquidators of the Company and their staff for the period 23 January 2017 to the completion of the Liquidation Task Area General Description Includes Assets hours $11, Sale of Business Assets Liaising with purchasers Internal meetings to discuss/review offers received Conducting sale of shares Creditors hours $6, Employees hours $8, Creditor Enquiries Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries FEG/GEERS Employee dividend Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Regular verbal updates to secured creditor Responding to secured creditor s queries General reports to creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees and their representatives via facsimile, and post Receive and prepare correspondence in response to employees objections to leave entitlements Correspondence with FEG Preparing notification spreadsheet Finalising calculation of employee entitlements Correspondence with employees regarding dividend Correspondence with ATO regarding SGC proof of debt Calculating dividend rate Preparing dividend file Advertising dividend notice Preparing distribution Ensuring PAYG is remitted to ATO 8

48 Trade On hours $6, Investigation 9.00 hours $4, Dividend 5.00 hours $2, Administration hours $6, Trade On Management Conducting investigation Litigation / Recoveries ASIC reporting Dividend procedures Document maintenance/file review/checklist Insurance Liaising with suppliers and finalising accounts Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding final contributions Bank account administration Review company books and records Review of specific transactions and liaising with directors regarding certain transactions Liaising with directors regarding certain transactions Preparation of investigation file Preparing brief to solicitors Liaising with solicitors regarding recovery actions Attending to negotiations Attending to settlement matters Preparing statutory investigation reports Liaising with ASIC Preparation of distribution to secured creditor Preparation of payment vouchers to pay dividend Preparation of correspondence to secured creditors enclosing payment of dividend Filing of documents File reviews Updating checklists Correspondence with insurer regarding ongoing insurance requirements Cancelling insurance policies ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524 etc ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Correspondence with ASIC regarding statutory forms Preparing BAS s Completing PAYG Payment Summaries Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of Liquidation Dealing with records in storage Sending job files to storage 4. Calculation of remuneration The calculation of remuneration schedules are set out below: 9

49 Resolution 1 Byron Group Holdings Pty Ltd ACN Calculation of Remuneration For the period 14 October 2016 to 6 January 2017 Employee Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Daniel Walley Appointee , , , , Phil Carter Appointee , , Sunil Purba Director , , , , , , Ryan Borg Manager , , , , , , Luda Unitt Manager , , , , Mark Monzon Manager , , Matthew O'Connor Assistant Manager , , , , , Kei Cheung Senior Consultant , , , , , Tony Cao Senior Consultant , , , , , Peter Tylor Senior Consultant , , Stuart Johnstone Senior Consultant , , , Jerry Sarantis Senior Consultant , , Sunny Puni Senior Consultant , Brodie Tebbutt Consultant , Michelle Budiarso Graduate , , Jan Haubruck Graduate Kimberley Milne Graduate Mackenzie Kane Graduate Senior Bookkeeper , , Executive Assistant Administration Total , , , , , , , GST 22, Total (Including GST) Average rate (excluding GST) 245, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 10

50 Resolution 2 Byron Group Holdings Pty Ltd ACN Calculation of Remuneration For the period 7 January 2017 to 23 January 2017 Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , , , , Director , , , , , , Manager , , , , , , Senior Consultant , , , , , , Consultant Graduate , , , Administration Total , , , , , , GST 5, Total (Including GST) Average rate (excluding GST) 63, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 11

51 Resolution 3 Byron Group Holdings Pty Ltd ACN Calculation of Remuneration For the period 23 January 2017 to the completion of the Liquidation Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , , , Director , , , , , Manager , , , , , , Senior Consultant , , , , , , Consultant , , Graduate , , Administration Total , , , , , , , , GST 4, Total (Including GST) Average rate (excluding GST) 49, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 12

52 5. Statement of remuneration claim At the second meeting of creditors to be held on 23 January 2017, creditors will be asked to consider the following resolutions: Resolution 1 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $223, plus GST. Resolution 2 To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $58, plus GST, as set out in the Remuneration Report dated 13 January Resolution 3 To approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $50, plus GST, as set out in the Remuneration Report dated 13 January Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval. Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid. 6. Remuneration recoverable from external sources The Administrators have not received any funding from external sources for the Administrators remuneration. 7. 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. 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, but must account to creditors. We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. To the date of this report, we have not paid any disbursements. 13

53 Future disbursements incurred by our firm will be charged to the administration on the following basis: Internal Disbursements Advertising Courier Photocopy/Printing Postage Scans Staff vehicle use Rates applicable as at 1 January 2015 Black and white Colour A3 Black and white A3 Colour Rate (Excl GST) At cost At cost $0.10 per page $0.50 per page $0.20 per page $0.60 per page At cost $0.05 per page At prescribed ATO rates 8. Summary of receipts and payments The summary of receipts and payments for the period from 14 October 2016 to 6 January 2017 is attached as Annexure A. 9. Queries Please contact Kei Cheung on or by on kcheung@ppbadvisory.com should you have any queries or require any further information. 14

54 Annexure A Byron Group Holdings Pty Ltd (Administrators Appointed) Summary of receipts and payments 14 October 2016 to 6 January 2017 Amount* Item ($) Receipts Sales 6,846 Debtor Collections 43,812 Asset Realisation 263,526 Other receipts 338,778 Third Party Money 34,419 Proceeds from Sale of Business 631,496 Total receipts 1,318,876 Payments Sale of Business Expenses (5,960) Trading Expense (66,501) Rent (401,003) Wages (287,296) Bank Charges (71,639) Distribution to Secured Creditor (300,000) Other Payments (134,369) Total payments (1,266,768) Net Receipts 52,108 *The receipts and payments of the Byron Group have been initially allocated to each company based on the contractual terms of each transaction; however, the transactions may be adjusted across the Byron Group in accordance with the actual beneficial nature received by each company. A detailed reconciliation will be conducted in due course. 15

55 Remuneration report Byron Group Services Pty Ltd (Administrators Appointed) (the Company) ACN Remuneration declaration 2. Executive summary 3. Description of work completed / to be completed 4. Calculation of remuneration 5. Statement of remuneration claim 6. Remuneration recoverable from external sources 7. Disbursements 8. Summary of receipts and payments 9. Queries

56 1. Remuneration declaration We, Philip Carter and Daniel Walley of PPB Advisory, have undertaken a proper assessment of this remuneration claim for our appointment as joint and several Administrators of Byron Group Services Pty Ltd in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Dated this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators Byron Group Services Pty Ltd 2. Executive summary To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Report Reference Amount (ex GST) Resolution 1: 14 October 2016 to 6 January 2017 Section 4 $590, Resolution 2: 7 January 2017 to 23 January 2017 Section 4 $47, Liquidation Resolution 3: 23 January 2017 to the completion of the Liquidation Section 4 $100, * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Please refer to report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 2

57 3. Description of work completed / to be completed Resolution 1 Summary of work undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 14 October 2016 to 6 January 2017 Task Area General Description Includes Assets hours $100, Creditors hours $57, Employees hours $50, Sale of Business Assets Debtors Creditor Enquiries Retention of Title Claims Secured creditor reporting Creditor reports Meeting of Creditors Employee enquiries Calculation of entitlements Collating information for the data room Liaising with purchasers Internal meetings to discuss/review offers received Liaising with valuers, auctioneers and interested parties Reviewing asset listings Pursuing and collection of pre-appointment debtors Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Search the PPSA register Notify PMSI creditors identified from PPSA register Receive initial notification of creditors intention to claim Assessment of information received from claimants Notifying PPSA registered creditors of appointment Regular verbal updates to secured creditor Responding to secured creditor s queries Drafting section 439A report, investigation, meeting and general reports to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting first meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees Issuing entitlements letter to employees and attending to queries/objections regarding same Calculating employee entitlements Reviewing employee files and company s books and records Reviewing awards 3

58 Task Area General Description Includes Trade On hours $297, Investigation hours $29, Administration hours $55, Trade On Management Budgeting and financial reporting Conducting investigation Document maintenance/file review/checklist Insurance Bank account administration Liaising with suppliers Liaising with customers (including substantial discussions with various government agencies) regarding ongoing support to complete existing contracts Liaising with management and staff Attendance on site Authorising purchase orders and maintaining commitments register Monitoring trading performance Reviewing daily/weekly performance reports Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding contributions, termination of employees employment Liaising with OSR regarding payroll tax issues Reviewing company s budgets and financial statements Preparing cash flow budgets Meetings with management and staff to discuss trading position Collection of company books and records Reviewing company s books and records Review and preparation of company nature and history Conducting and summarising statutory searches Preparation of comparative financial statements Preparation of deficiency statement Liaising with directors regarding certain transactions Investigations to identify indicators of insolvency and possible claims for insolvent trading Filing of documents File reviews Updating checklists Review and confirmation of adequacy of cover Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Correspondence with previous brokers Preparing correspondence freezing and closing accounts Requesting pre-appointment/trading bank statements Bank account reconciliations Correspondence with bank regarding specific transfers ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 etc Correspondence with ASIC regarding statutory forms 4

59 Task Area General Description Includes ATO and other statutory reporting Planning / Review Notification of appointment Discussions regarding status of administration 5

60 Resolution 2 Summary of work to be undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 7 January 2017 to 23 January 2017 Task Area General Description Includes Assets hours $14, Creditors hours $7, Employees hours $7, Trade On hours $8, Sale of Business Creditor Enquiries Retention of Title Claims Creditor reporting Meeting of Creditors Employee enquiries Calculation of entitlements Trade On Management Liaising with purchasers Negotiations regarding the sale of business Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Maintain retention of title file Continue liaising with claimants Finalising the s439a report to creditors Regular verbal updates to secured creditor Responding to secured creditor s queries Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting second meeting of creditors Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Receive and prepare correspondence in response to employees objections to leave entitlements Calculate employee entitlements Reviewing employee files and company s books and records to calculate entitlements Reconciling superannuation accounts Reviewing awards Liaising with suppliers regarding outstanding invoices and closing accounts Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Bank account administration Liaising with superannuation funds regarding contributions, termination of employees employment 6

61 Task Area General Description Includes Administration hours $8, Financial reporting Document maintenance/file review/checklist ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Finalising cash flow register Filing of documents File reviews Updating checklists Preparing BAS Completing group certificates Notifying ATO of finalisation of administration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 7

62 Resolution 3 Summary of work to be undertaken by Philip Carter and Daniel Walley, Liquidators of the Company and their staff for the period 23 January 2017 to the completion of the Liquidation Task Area General Description Includes Assets hours $32, Creditors hours $11, Employees hours $7, Sale of Business Debtors Creditor Enquiries Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries FEG/GEERS Employee dividend Liaising with purchasers Internal meetings to discuss/review offers received Pursuing and collection of pre-appointment debtors Corresponding with debtor collection agencies/debtor factoring companies Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Regular verbal updates to secured creditor Responding to secured creditor s queries General reports to creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees and their representatives via facsimile, and post Receive and prepare correspondence in response to employees objections to leave entitlements Correspondence with FEG Preparing notification spreadsheet Finalising calculation of employee entitlements Correspondence with employees regarding dividend Correspondence with ATO regarding SGC proof of debt Calculating dividend rate Preparing dividend file Advertising dividend notice Preparing distribution Ensuring PAYG is remitted to ATO 8

63 Task Area General Description Includes Trade On hours $28, Trade On Management Liaising with suppliers and finalising accounts Liaising with management and staff Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding final contributions Bank account administration Investigation hours $7, Dividend 6.00 hours $2, Administration hours $6, Conducting investigation Litigation / Recoveries ASIC reporting Dividend procedures Document maintenance/file review/checklist Insurance Review company books and records Review of specific transactions and liaising with directors regarding certain transactions Liaising with directors regarding certain transactions Preparation of investigation file Preparing brief to solicitors Liaising with solicitors regarding recovery actions Attending to negotiations Attending to settlement matters Preparing statutory investigation reports Liaising with ASIC Preparation of distribution to secured creditor Preparation of payment vouchers to pay dividend Preparation of correspondence to secured creditors enclosing payment of dividend Filing of documents File reviews Updating checklists Correspondence with insurer regarding ongoing insurance requirements Cancelling insurance policies ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524 etc ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Correspondence with ASIC regarding statutory forms Preparing BAS s Completing PAYG Payment Summaries Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of Liquidation Dealing with records in storage Sending job files to storage 9

64 4. Calculation of remuneration The calculation of remuneration schedules are set out below: 10

65 Resolution 1 Byron Group Services Pty Ltd ACN Calculation of Remuneration For the period 14 October 2016 to 6 January 2017 Employee Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Daniel Walley Appointee , , , , , , Phil Carter Appointee , , Sunil Purba Director , , , , , , Yian Sun Director , , Glenn Livingstone Director Luda Unitt Manager , , , Rebecca Pietrobon Manager , , , Ryan Borg Manager , , , , , , Matthew O'Connor Assistant Manager , , , , , , , Stuart Johnstone Senior Consultant , , , , , , Sunny Puni Senior Consultant , , Tony Cao Senior Consultant , , , , Kei Cheung Senior Consultant , , , , , , Jerry Sarantis Senior Consultant , , , Alex Chisholm Senior Consultant Brodie Tebbutt Consultant , , Michelle Budiarso Graduate , , , , Kimberley Milne Graduate , , Julian Cottle Graduate Jan Haubruck Graduate Mackenzie Kane Graduate , , Jared Katz Undergraduate Senior Bookkeeper Executive Assistant Administration Total 1, , , , , , , , GST 59, Total (Including GST) 649, Average rate (excluding GST) Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 11

66 Resolution 2 Byron Group Services Pty Ltd ACN Calculation of Remuneration For the period 7 January 2017 to 23 January 2017 Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , , , Director , , , , Manager , , , , Senior Consultant , , , , , , Consultant , , Graduate , , , , Administration Total , , , , , , GST 4, Total (Including GST) Average rate (excluding GST) 52, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 12

67 Resolution 3 Byron Group Services Pty Ltd ACN Calculation of Remuneration For the period 23 January 2017 to the Completion of the Liquidation Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , , , Director , , , , , Manager , , , , , , Senior Consultant , , , , , , Consultant , , Graduate , , , Administration Total , , , , , , , , GST 9, Total (Including GST) Average rate (excluding GST) 106, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 13

68 5. Statement of remuneration claim At the second meeting of creditors to be held on 23 January 2017, creditors will be asked to consider the following resolutions: Resolution 1 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $590, plus GST. Resolution 2 To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $47, plus GST, as set out in the Remuneration Report dated 13 January Resolution 3 To approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the liquidation up to a maximum of $100, plus GST, as set out in the Remuneration Report dated 13 January Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval. Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid. 6. Remuneration recoverable from external sources The Administrators have not received any funding from external sources for the Administrators remuneration. 7. 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. 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, but must account to creditors. We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. To the date of this report, we have not paid any disbursements. 14

69 Future disbursements incurred by our firm will be charged to the administration on the following basis: Internal Disbursements Advertising Courier Photocopy/Printing Postage Scans Staff vehicle use Rates applicable as at 1 January 2015 Black and white Colour A3 Black and white A3 Colour Rate (Excl GST) At cost At cost $0.10 per page $0.50 per page $0.20 per page $0.60 per page At cost $0.05 per page At prescribed ATO rates 8. Summary of receipts and payments The summary of receipts and payments for the period from 14 October 2016 to 6 January 2017 is attached as Annexure A. 9. Queries Please contact Kei Cheung on or by on kcheung@ppbadvisory.com should you have any queries or require any further information. 15

70 Annexure A Item Byron Group Services Pty Ltd (Administrators Appointed) Summary of receipts and payments 14 October 2016 to 6 January 2017 Amount* ($) Receipts Sales 2,116,468 Debtor Collections 1,421,744 Other Receipts 122,075 Cash at Bank on Appointment 69,126 Third Party Money 1,859 Total receipts 3,731,271 Payments Trade-on costs (431,171) Wages (521,874) Settlement of ROT Claim (38,500) Legal Fees (10,481) Other Payments (108,462) Third Party Money (34,419) Bank Charges (300) Total payments (1,145,207) Net Receipts 2,586,064 *The receipts and payments of the Byron Group have been initially allocated to each company based on the contractual terms of each transaction; however, the transactions may be adjusted across the Byron Group in accordance with the actual beneficial nature received by each company. A detailed reconciliation will be conducted in due course. 16

71 Remuneration report Accessible Transit Specialists (NSW) Pty Limited (Administrators Appointed) (the Company) ACN Remuneration declaration 2. Executive summary 3. Description of work completed / to be completed 4. Calculation of remuneration 5. Statement of remuneration claim 6. Remuneration recoverable from external sources 7. Disbursements 8. Summary of receipts and payments 9. Queries

72 1. Remuneration declaration We, Philip Carter and Daniel Walley of PPB Advisory, have undertaken a proper assessment of this remuneration claim for our appointment as joint and several Administrators of Accessible Transit Specialists (NSW) Pty Limited in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Dated this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators Accessible Transit Specialists (NSW) Pty Limited 2. Executive summary To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Report Reference Amount (ex GST) Resolution 1: 14 October 2016 to 6 January 2017 Section 4 $49, Resolution 2: 7 January 2017 to 23 January 2017 Section 4 $9, Liquidation Resolution 3: 23 January 2017 to the conclusion of the Liquidation Section 4 $20, * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Please refer to report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 2

73 3. Description of work completed / to be completed Resolution 1 Summary of work undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 14 October 2016 to 6 January 2017 Task Area General Description Includes Assets hours $8, Creditors hours $9, Employees hours $4, Sale of Business Assets Debtors Creditor Enquiries Retention of Title Claims Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries Calculation of entitlements Collating information for the data room Liaising with purchasers Internal meetings to discuss/review offers received Liaising with valuers, auctioneers and interested parties Reviewing asset listings Pursuing and collection of pre-appointment debtors Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Search the PPSA register Notify PMSI creditors identified from PPSA register Receive initial notification of creditors intention to claim Assessment of information received from claimants Notifying PPSA registered creditors of appointment Regular verbal updates to secured creditor Responding to secured creditor s queries Drafting section 439A report, investigation, meeting and general reports to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting first meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees Issuing entitlements letter to employees and attending to queries/objections regarding same Calculating employee entitlements Reviewing employee files and company s books and records 3

74 Task Area General Description Includes Reconciling superannuation accounts Reviewing awards Trade On hours $10, Administration hours $16, Trade On Management Budgeting and financial reporting Document maintenance/file review/checklist Insurance Bank account administration Liaising with suppliers Liaising with management and staff Attendance on site Authorising purchase orders and maintaining commitments register Monitoring trading performance Reviewing daily/weekly performance reports Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding contributions, termination of employees employment Liaising with OSR regarding payroll tax issues Reviewing company s budgets and financial statements Preparing cash flow budgets Meetings with management and staff to discuss trading position Filing of documents File reviews Updating checklists Review and confirmation of adequacy of cover Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Correspondence with previous brokers Preparing correspondence freezing and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 etc ATO and other statutory reporting Planning / Review Correspondence with ASIC regarding statutory forms Notification of appointment Discussions regarding status of administration 4

75 Resolution 2 Summary of work to be undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 7 January 2017 to 23 January 2017 Task Area General Description Includes Creditors 5.00 hours $2, Employees 4.00 hours $1, Trade On 6.00 hours $2, Administration 8.00 hours $2, Creditor reporting Meeting of Creditors Creditor Enquiries Employees enquiries Calculation of entitlements Trade On Management Financial reporting Document maintenance/file review/checklist ATO and other statutory reporting Finalising the s439a report to creditors Regular verbal updates to secured creditor Responding to secured creditor s queries Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting second meeting of creditors Responding to stakeholder queries Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Receive and follow up employee enquiries via telephone Maintain employee enquiry files Receive and prepare correspondence in response to employees objections to leave entitlements Calculation of employee entitlements Reviewing employee files and company s books and records to calculate entitlements Reconciling superannuation accounts Reviewing awards Liaising with suppliers regarding outstanding invoices and closing accounts Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Bank account administration Liaising with superannuation funds regarding contributions, termination of employees employment Finalising cash flow register Filing of documents File reviews Updating checklists Preparing BAS Completing group certificates 5

76 Task Area General Description Includes Finalisation Planning / Review Books and records / storage Notifying ATO of finalisation of administration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 6

77 Resolution 3 Summary of work to be undertaken by Philip Carter and Daniel Walley, Liquidators of the Company and their staff for the period 23 January 2017 to the completion of the Liquidation Task Area General Description Includes Assets 6.00 hours $2, Creditors 9.00 hours $4, Employees 6.00 hours $2, Trade On 3.00 hours $1, Sale of business assets Debtors Creditor Enquiries Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries FEG/GEERS Employee dividend Trade On Management Liaising with purchasers Internal meetings to discuss/review offers received Reviewing asset listings Pursuing and collection of pre-appointment debtors Corresponding with debtor collection agencies/debtor factoring companies Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Regular verbal updates to secured creditor Responding to secured creditor s queries General reports to creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees and their representatives via facsimile, and post Receive and prepare correspondence in response to employees objections to leave entitlements Correspondence with FEG Preparing notification spreadsheet Finalising calculation of employee entitlements Correspondence with employees regarding dividend Correspondence with ATO regarding SGC proof of debt Calculating dividend rate Preparing dividend file Advertising dividend notice Preparing distribution Ensuring PAYG is remitted to ATO Liaising with suppliers and finalising accounts Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding final contributions Bank account administration 7

78 Task Area General Description Includes Investigation 5.00 hours $2, Dividend 3.00 hours $1, Administration hours $3, Conducting investigation Litigation / Recoveries ASIC reporting Dividend procedures Document maintenance/file review/checklist Insurance Review company books and records Review of specific transactions and liaising with directors regarding certain transactions Liaising with directors regarding certain transactions Preparation of investigation file Preparing brief to solicitors Liaising with solicitors regarding recovery actions Attending to negotiations Attending to settlement matters Preparing statutory investigation reports Liaising with ASIC Preparation of distribution to secured creditor Preparation of payment vouchers to pay dividend Preparation of correspondence to secured creditors enclosing payment of dividend Filing of documents File reviews Updating checklists Correspondence with insurer regarding ongoing insurance requirements Cancelling insurance policies ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524 etc ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Correspondence with ASIC regarding statutory forms Preparing BAS s Completing PAYG Payment Summaries Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of Liquidation Dealing with records in storage Sending job files to storage 8

79 4. Calculation of remuneration The calculation of remuneration schedules are set out below: 9

80 Resolution 1 Accessible Transit Specialists (NSW) Pty Ltd ACN Calculation of Remuneration For the period 14 October 2016 to 6 January 2017 Employee Position $/hours Total Actual Total Assets Creditors Employees Trade-on Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Phil Carter Appointee , , Sunil Purba Director , , , Ryan Borg Manager , , , , , Luda Unitt Manager Matthew O'Connor Assistant Manager Kei Cheung Senior Consultant , , , Tony Cao Senior Consultant , , Sunny Puni Senior Consultant , , , Stuart Johnstone Senior Consultant , Brodie Tebbutt Consultant , Mackenzie Kane Graduate Michelle Budiarso Graduate Kimberley Milne Graduate Senior Bookkeeper Executive Assistant Administration Total , , , , , , GST 4, Total (Including GST) 54, Average rate (excluding GST) Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 10

81 Resolution 2 Accessible Transit Specialists (NSW) Pty Ltd ACN Calculation of Remuneration For the period 7 January 2017 to 23 January 2017 Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , Director , Manager , Senior Consultant , Consultant Graduate Administration Total , , , , , GST Total (Including GST) Average rate (excluding GST) 9, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 11

82 Resolution 3 Accessible Transit Specialists (NSW) Pty Ltd ACN Calculation of Remuneration For the period 23 January 2017 to the completion of the Liquidation Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , Director , , Manager , Senior Consultant , , Consultant Graduate , Administration Total , , , , , , , , GST 1, Total (Including GST) Average rate (excluding GST) 20, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 12

83 5. Statement of remuneration claim At the adjourned second meeting of creditors to be held on 23 January 2017, creditors will be asked to consider the following resolutions: Resolution 1 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $49, plus GST. Resolution 2 To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $9, plus GST, as set out in the Remuneration Report dated 13 January Resolution 3 To approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $20, plus GST, as set out in the Remuneration Report dated 13 January Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval. Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid. 6. Remuneration recoverable from external sources The Administrators have not received any funding from external sources for the Administrators remuneration. 7. 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. 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, but must account to creditors. We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. To the date of this report, we have not paid any disbursements. 13

84 Future disbursements incurred by our firm will be charged to the administration on the following basis: Internal Disbursements Advertising Courier Photocopy/Printing Postage Scans Staff vehicle use Rates applicable as at 1 January 2015 Black and white Colour A3 Black and white A3 Colour Rate (Excl GST) At cost At cost $0.10 per page $0.50 per page $0.20 per page $0.60 per page At cost $0.05 per page At prescribed ATO rates 8. Summary of receipts and payments The summary of receipts and payments for the period from 14 October 2016 to 6 January 2017 is attached as Annexure A. 9. Queries Please contact Kei Cheung on or by on kcheung@ppbadvisory.com should you have any queries or require any further information. 14

85 Annexure A Accessible Transit Specialist Pty Ltd (Administrators Appointed) Summary of receipts and payments 14 October 2016 to 6 January 2017 Amount* Item ($) Receipts Sales 223,154 Debtor Collections 168,386 Cash at Bank at Appointment 33,752 Asset Realisation 700 Third Party Money 250 Total receipts 426,242 Payments Trading Expense (1,683) Wages (47,840) Other Payments (34,454) Bank Changes (205) Total payments (84,181) Net Receipts 342,061 *The receipts and payments of the Byron Group have been initially allocated to each company based on the contractual terms of each transaction; however, the transactions may be adjusted across the Byron Group in accordance with the actual beneficial nature received by each company. A detailed reconciliation will be conducted in due course. 15

86 Remuneration report DHS Pty Ltd (Administrators Appointed) (the Company) ACN Remuneration declaration 2. Executive summary 3. Description of work completed / to be completed 4. Calculation of remuneration 5. Statement of remuneration claim 6. Remuneration recoverable from external sources 7. Disbursements 8. Summary of receipts and payments 9. Queries

87 1. Remuneration declaration We, Philip Carter and Daniel Walley of PPB Advisory, have undertaken a proper assessment of this remuneration claim for our appointment as joint and several Administrators of DHS Pty Ltd in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Dated this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators DHS Pty Ltd 2. Executive summary To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Report Reference Amount (ex GST) Resolution 1: 14 October 2016 to 6 January 2017 Section 4 $37, Resolution 2: 7 January 2017 to 23 January 2017 Section 4 $9, Liquidation Resolution 3: 23 January 2017 to the conclusion of the Liquidation Section 4 $20, * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Please refer to report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 2

88 3. Description of work completed / to be completed Resolution 1 Summary of work undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 14 October 2016 to 6 January 2017 Task Area General Description Includes Assets hours $7, Creditors hours $8, Employees 7.50 hours $2, Sale of Business Assets Debtors Creditor Enquiries Retention of Title Claims Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries Calculation of entitlements Collating information for the data room Liaising with purchasers Internal meetings to discuss/review offers received Liaising with valuers, auctioneers and interested parties Reviewing asset listings Pursuing and collection of pre-appointment debtors Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Search the PPSA register Notify PMSI creditors identified from PPSA register Receive initial notification of creditors intention to claim Assessment of information received from claimants Notifying PPSA registered creditors of appointment Regular verbal updates to secured creditor Responding to secured creditor s queries Drafting section 439A report, investigation, meeting and general reports to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting first meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees Issuing entitlements letter to employees and attending to queries/objections regarding same Calculating employee entitlements Reviewing employee files and company s books and records 3

89 Task Area General Description Includes Trade On 7.40 hours $2, Administration hours $15, Trade On Management Budgeting and financial reporting Document maintenance/file review/checklist Insurance Bank account administration Reconciling superannuation accounts Reviewing awards Liaising with suppliers Liaising with management and staff Attendance on site Authorising purchase orders and maintaining commitments register Monitoring trading performance Reviewing daily/weekly performance reports Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Liaising with superannuation funds regarding contributions, termination of employees employment Liaising with OSR regarding payroll tax issues Reviewing company s budgets and financial statements Preparing cash flow budgets Meetings with management and staff to discuss trading position Filing of documents File reviews Updating checklists Review and confirmation of adequacy of cover Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Correspondence with previous brokers Preparing correspondence freezing and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 etc ATO and other statutory reporting Planning / Review Correspondence with ASIC regarding statutory forms Notification of appointment Discussions regarding status of administration 4

90 Resolution 2 Summary of work to be undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 7 January 2017 to 23 January 2017 Task Area General Description Includes Creditors 5.00 hours $2, Employees 4.00 hours $1, Trade On 6.00 hours $2, Administration 8.00 hours $2, Creditor Enquiries Creditor reporting Meeting of Creditors Employees enquiries Calculation of entitlements Trade On Management Financial reporting Document maintenance/file review/checklist Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Finalising the s439a report to creditors Regular verbal updates to secured creditor Responding to secured creditor s queries Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting second meeting of creditors Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Receive and prepare correspondence in response to employees objections to leave entitlements Calculate employee entitlements Reviewing employee files and company s books and records to calculate entitlements Reconciling superannuation accounts Reviewing awards Liaising with suppliers regarding outstanding invoices and closing accounts Liaising with management and staff Authorising purchase orders and maintaining commitments register Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system Bank account administration Liaising with superannuation funds regarding contributions, termination of employees employment Finalising cash flow register Filing of documents File reviews Updating checklists 5

91 Task Area General Description Includes ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Preparing BAS Completing group certificates Notifying ATO of finalisation of administration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 6

92 Resolution 3 Summary of work to be undertaken by Philip Carter and Daniel Walley, Liquidators of the Company and their staff for the period 23 January 2017 to the completion of the Liquidation Task Area General Description Includes Assets 8.00 hours $3, Creditors hours $4, Employees 8.00 hours $2, Investigation 8.00 hours $3, Sale of business assets Creditor Enquiries Secured creditor reporting Creditor reports Meeting of Creditors Employees enquiries FEG/GEERS Conducting investigation Litigation / Recoveries Liaising with purchasers Internal meetings to discuss/review offers received Reviewing asset listings Review and approval of marketing material Attendance at onsite auction Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Regular verbal updates to secured creditor Responding to secured creditor s queries General reports to creditors Preparing for and holding of meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees and their representatives via facsimile, and post Receive and prepare correspondence in response to employees objections to leave entitlements Correspondence with FEG Preparing notification spreadsheet Review company books and records Review of specific transactions and liaising with directors regarding certain transactions Liaising with directors regarding certain transactions Preparation of investigation file Preparing brief to solicitors Liaising with solicitors regarding recovery actions Attending to negotiations Attending to settlement matters Administration 8.00 hours $2, ASIC reporting Document maintenance/file review/checklist Preparing statutory investigation reports Liaising with ASIC Filing of documents File reviews Updating checklists 7

93 Task Area General Description Includes Insurance Correspondence with insurer regarding ongoing insurance requirements Cancelling insurance policies ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524 etc ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Correspondence with ASIC regarding statutory forms Preparing BAS s Completing PAYG Payment Summaries Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of Liquidation Dealing with records in storage Sending job files to storage 4. Calculation of remuneration The calculation of remuneration schedules are set out below: 8

94 Resolution 1 DHS Pty Ltd ACN Calculation of Remuneration For the period 14 October 2016 to 6 January 2017 Employee Position $/hours Total Actual Total Assets Creditors Employees Trade-on Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Phil Carter Appointee , , Sunil Purba Director , , , Ryan Borg Manager , , , , , Luda Unitt Manager Matthew O'Connor Assistant Manager Tony Cao Senior Consultant , , Kei Cheung Senior Consultant , , , Sunny Puni Senior Consultant Stuart Johnstone Senior Consultant Brodie Tebbutt Consultant , Michelle Budiarso Graduate Kimberley Milne Graduate Mackenzie Kane Graduate Senior Bookkeeper Executive Assistant Administration Total , , , , , , GST 3, Total (Including GST) 41, Average rate (excluding GST) Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 9

95 Resolution 2 DHS Pty Ltd ACN Calculation of Remuneration For the period 7 January 2017 to 23 January 2017 Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , Director , Manager , Senior Consultant , Consultant Graduate Administration Total , , , , , GST Total (Including GST) Average rate (excluding GST) 9, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 10

96 Resolution 3 DHS Pty Ltd ACN Calculation of Remuneration For the period 23 January 2017 to the completion of the Liquidation Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , , Director , Manager , , , , , Senior Consultant , , Consultant , Graduate , Administration Total , , , , , , GST 1, Total (Including GST) Average rate (excluding GST) 19, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 11

97 5. Statement of remuneration claim At the adjourned second meeting of creditors to be held on 23 January 2017, creditors will be asked to consider the following resolutions: Resolution 1 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $37, plus GST. Resolution 2 To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $9, plus GST, as set out in the Remuneration Report dated 13 January Resolution 3 To approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $20, plus GST, as set out in the Remuneration Report dated 13 January Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval. Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid. 6. Remuneration recoverable from external sources The Administrators have not received any funding from external sources for the Administrators remuneration. 7. 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. 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, but must account to creditors. We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. To the date of this report, we have not paid any disbursements. 12

98 Future disbursements incurred by our firm will be charged to the administration on the following basis: Internal Disbursements Advertising Courier Photocopy/Printing Postage Scans Staff vehicle use Rates applicable as at 1 January 2015 Black and white Colour A3 Black and white A3 Colour Rate (Excl GST) At cost At cost $0.10 per page $0.50 per page $0.20 per page $0.60 per page At cost $0.05 per page At prescribed ATO rates 8. Summary of receipts and payments The summary of receipts and payments for the period from 14 October 2016 to 6 January 2017 is attached as Annexure A. 9. Queries Please contact Kei Cheung on or by on kcheung@ppbadvisory.com should you have any queries or require any further information. 13

99 Annexure A DHS Pty Ltd (Administrators Appointed) Summary of receipts and payments 14 October 2016 to 6 January 2017 Amount* Item ($) Receipts Sales 225 Debtor Collection 7,853 Cash at Bank at Appointment 3,494 Other Receipts 50 Total receipts 11,621 Payments Trading Expense (73) Wages (3,977) Other Payments (3,000) Bank Charges (184) Total payments (7,234) Net Receipts 4,387 *The receipts and payments of the Byron Group have been initially allocated to each company based on the contractual terms of each transaction; however, the transactions may be adjusted across the Byron Group in accordance with the actual beneficial nature received by each company. A detailed reconciliation will be conducted in due course. 14

100 Remuneration report Emergency Transport Technology Pty Limited (Administrators Appointed) (the Company) ACN Remuneration declaration 2. Executive summary 3. Description of work completed / to be completed 4. Calculation of remuneration 5. Statement of remuneration claim 6. Remuneration recoverable from external sources 7. Disbursements 8. Summary of receipts and payments 9. Queries

101 1. Remuneration declaration We, Philip Carter and Daniel Walley of PPB Advisory, have undertaken a proper assessment of this remuneration claim for our appointment as joint and several Administrators of Emergency Transport Technology Pty Limited in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Dated this 13 th day of January 2017 Philip Carter and Daniel Walley Administrators Emergency Transport Technology Pty Limited 2. Executive summary To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Report Reference Amount (ex GST) Resolution 1: 14 October 2016 to 6 January 2017 Section 4 $65, Resolution 2: 7 January 2017 to 23 January 2017 Section 4 $6, Liquidation Resolution 3: 23 January 2017 to the conclusion of the Liquidation Section 4 $15, * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors. Please refer to report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 2

102 3. Description of work completed / to be completed Resolution 1 Summary of work undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 14 October 2016 to 6 January 2017 Task Area General Description Includes Assets hours $6, Creditors hours $11, Trade On hours $26, Sale of Business Assets Creditor Enquiries Retention of Title Claims Secured creditor reporting Creditor reports Meeting of Creditors Trade On Management Collating information for the data room Liaising with purchasers Internal meetings to discuss/review offers received Liaising with valuers, auctioneers and interested parties Reviewing asset listings Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Search the PPSA register Notify PMSI creditors identified from PPSA register Receive initial notification of creditors intention to claim Assessment of information received from claimants Notifying PPSA registered creditors of appointment Regular verbal updates to secured creditor Responding to secured creditor s queries Drafting section 439A report, investigation, meeting and general reports to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting first meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Liaising with suppliers Liaising with management and staff Attendance on site Authorising purchase orders and maintaining commitments register Monitoring trading performance Reviewing daily/weekly performance reports Preparing and authorising receipt vouchers Preparing and authorising payment vouchers Entering receipts and payments into accounting system 3

103 Task Area General Description Includes Liaising with superannuation funds regarding contributions, termination of employees employment Liaising with OSR regarding payroll tax issues Employees hours $5, Budgeting and financial reporting Employees enquiries Calculation of entitlements Reviewing company s budgets and financial statements Preparing cash flow budgets Meetings with management and staff to discuss trading position Receive and follow up employee enquiries via telephone Maintain employee enquiry files Review and prepare correspondence to employees Issuing entitlement letters to employees and attending to queries/objections regarding same Calculating employee entitlements Reviewing employee files and company s books and records Reconciling superannuation accounts Reviewing awards Administration hours $16, Document maintenance/file review/checklist Insurance Bank account administration Filing of documents File reviews Updating checklists Review and confirmation of adequacy of cover Identification of potential issues requiring attention of insurance specialists Correspondence with insurer regarding initial and ongoing insurance requirements Correspondence with previous brokers Preparing correspondence freezing and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 etc ATO and other statutory reporting Planning / Review Correspondence with ASIC regarding statutory forms Notification of appointment Discussions regarding status of administration 4

104 Resolution 2 Summary of work to be undertaken by Philip Carter and Daniel Walley, Administrators of the Company and their staff for the period 7 January 2017 to 23 January 2017 Task Area General Description Includes Creditors 6.00 hours $2, Administration hours $3, Creditor Enquiries Creditor reporting Meeting of Creditors Document maintenance/file review/checklist ATO and other statutory reporting Finalisation Planning / Review Books and records / storage Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Finalising the s439a report to creditors Regular verbal updates to secured creditor Responding to secured creditor s queries Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known 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 Conducting second meeting of creditors Responding to stakeholder queries Filing of documents File reviews Updating checklists Preparing BAS Completing group certificates Notifying ATO of finalisation of administration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 5

105 Resolution 3 Summary of work to be undertaken by Philip Carter and Daniel Walley, Liquidators of the Company and their staff for the period 23 January 2017 to the completion of the Liquidation Task Area General Description Includes Assets 8.00 hours $3, Creditors 8.00 hours $3, Investigation 8.00 hours $3, Administration 8.00 hours $2, Sale of business assets Creditor Enquiries Secured creditor reporting Creditor reports Meeting of Creditors Conducting investigation Litigation / Recoveries ASIC reporting Document maintenance/file review/checklist Insurance Liaising with purchasers Internal meetings to discuss/review offers received Reviewing asset listings Review and approval of marketing material Attendance at onsite auction Deal with creditor enquiries via telephone Maintaining creditor enquiry files Review and prepare correspondence to creditors and their representatives via facsimile, and post Dealing with proofs of debt Regular verbal updates to secured creditor Responding to secured creditor s queries General reports to creditors Preparation and lodgement of minutes of meetings with ASIC Responding to stakeholder queries Review company books and records Review of specific transactions and liaising with directors regarding certain transactions Liaising with directors regarding certain transactions Preparation of investigation file Preparing brief to solicitors Liaising with solicitors regarding recovery actions Attending to negotiations Attending to settlement matters Preparing statutory investigation reports Liaising with ASIC Filing of documents File reviews Updating checklists Correspondence with insurer regarding ongoing insurance requirements Cancelling insurance policies ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524 etc ATO and other statutory reporting Finalisation Correspondence with ASIC regarding statutory forms Preparing BAS s Completing PAYG Payment Summaries Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP 6

106 Task Area General Description Includes Planning / Review Books and records / storage Discussions regarding status of Liquidation Dealing with records in storage Sending job files to storage 4. Calculation of remuneration The calculation of remuneration schedules are set out below: 7

107 Resolution 1 Emergency Transport Technology Pty Ltd ACN Calculation of Remuneration For the period 14 October 2016 to 6 January 2017 Employee Position $/hours Total Actual Total Assets Creditors Employees Trade-on Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Daniel Walley Appointee , , Phil Carter Appointee , , Sunil Purba Director , , Luda Unitt Manager , , , , Ryan Borg Manager , , , Matthew O'Connor Assistant Manager Stuart Johnstone Senior Consultant , Kei Cheung Senior Consultant , , Tony Cao Senior Consultant , Sunny Puni Senior Consultant Brodie Tebbutt Consultant , Jan Haubruck Graduate , Mackenzie Kane Graduate Michelle Budiarso Graduate Kimberley Milne Graduate Senior Bookkeeper Executive Assistant Administration Total , , , , , , GST 6, Total (Including GST) 72, Average rate (excluding GST) Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 8

108 Resolution 2 Emergency Transport Technology Pty Ltd ACN Calculation of Remuneration For the period 7 January 2017 to 23 January 2017 Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , Director , Manager , Senior Consultant , Consultant Graduate Administration Total , , , GST Total (Including GST) Average rate (excluding GST) 7, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 9

109 Resolution 3 Emergency Transport Technology Pty Ltd ACN Calculation of Remuneration For the period 23 January 2017 to the completion of the Liquidation Position $/hours Total Actual Total Assets Creditors Employees Trade-on Investigation Dividend Administration (Ex GST) Hrs $ $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs Appointee , Director , Manager , , , , Senior Consultant , Consultant , Graduate Administration Total , , , , , GST 1, Total (Including GST) Average rate (excluding GST) 14, Average Rate (excl GST) reflects the average charge rate during the period of the remuneration calculation. A Creditor Information Sheet containing general information about the remuneration of Insolvency Practitioners is available at 10

110 5. Statement of remuneration claim At the adjourned second meeting of creditors to be held on 23 January 2017, creditors will be asked to consider the following resolutions: Resolution 1 To approve the Administrators remuneration for the period 14 October 2016 to 6 January 2017 of $65, plus GST. Resolution 2 To approve the Administrators remuneration for the period 7 January 2017 to 23 January 2017 up to a maximum of $6, plus GST, as set out in the Remuneration Report dated 13 January Resolution 3 To approve the Liquidators remuneration for the period 23 January 2017 to the conclusion of the Liquidation up to a maximum of $15, plus GST, as set out in the Remuneration Report dated 13 January Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval. Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid. 6. Remuneration recoverable from external sources The Administrators have not received any funding from external sources for the Administrators remuneration. 7. 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. 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, but must account to creditors. We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. To the date of this report, we have not paid any disbursements. 11

111 Future disbursements incurred by our firm will be charged to the administration on the following basis: Internal Disbursements Advertising Courier Photocopy/Printing Postage Scans Staff vehicle use Rates applicable as at 1 January 2015 Black and white Colour A3 Black and white A3 Colour Rate (Excl GST) At cost At cost $0.10 per page $0.50 per page $0.20 per page $0.60 per page At cost $0.05 per page At prescribed ATO rates 8. Summary of receipts and payments The Company is a dormant entity and has no receipts or payments. 9. Queries Please contact Kei Cheung on or by on kcheung@ppbadvisory.com should you have any queries or require any further information. 12

112 E. Declaration of Independence, Relevant Relationships and Indemnities Appendix E

113 Declaration of Independence, Relevant Relationships and Indemnities Byron Group Holdings Pty Ltd ACN Byron Group Services Pty Ltd ACN Byron Aviation Pty Ltd ACN Accessible Transit Services Pty Ltd ACN DHS Pty Ltd ACN Emergency Resources Management Pty Ltd ACN Emergency Transport Technology Pty Ltd ACN (All Administrators Appointed) ("the Companies") A Practitioner appointed to an insolvent entity is required to make declarations as to: A. their independence generally B. relevant relationships, induding: i. the circumstances of the appointment ii. any relationships with the Company and others within the previous 24 months iii. any prior professional services for the Company within the previous 24 months iv. any that there are no other relationships to declare and C. any indemnities given, or upfront payments made, to the Practitioner. This declaration is made in respect of us, our partners, PPB Advisory and the related entities of PPB Advisory. A. Independence We, Philip Carter and Daniel Walley of PPB Advisory, Level 7, 8 Chifley, 8-12 Chifley Square, Sydney NSW 2000, have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Voluntary Administrators of the Companies 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 i. Circumstances of appointment This appointment was referred to us by Wolseley Private Equity, a shareholder and financier of the Companies. We were initially contacted by the Companies lawyers on 5 October 2016 and undertook our initial conflict checking that day. We were further contacted by the Companies lawyers on 11 October 2016 and held our first telephone discussion with Mark Richardson, a director of Byron Group Holdings Pty Ltd, that day. Subsequent telephone calls were held between 11 and 14 October 2016, and Daniel Walley visited the Companies head office in Smithfield, NSW between those dates. In our opinion, the meetings and discussions detailed above do not affect our independence, as the advice was given to the Companies and not to the directors personally. Further, the advice was restricted to the limitations imposed by Principle 2 of the Code of Professional Practice in relation to pre-appointment advice. Further, the advice provided is unlikely to be subject to review during the administration and would not impact on compliance with our statutory and fiduciary duties. It is for these reasons that the advice does not, in our opinion, give rise to a conflict of interest or duty.

114 We did not receive any remuneration for this advice. We have not provided other information or advice to the Companies or its directors prior to our appointment, beyond that outlined in this Declaration of Independence, Relevant Relationships and Indemnities (DIRRI). ii. Relevant relationships (excluding professional services to the Companies) We, or a member of our firm, have, or have had within the preceding 24 months, a relationship with: Westpac Banking Corporation (WBC) Secured Creditor Nature of relationship St George Bank, a division of WBC, holds security interests over the Companies assets. We have professional relationships with the majority of the major banks and lenders in Australia and with a number of staff within WBC, particularly in the credit and workout areas. We have previously undertaken formal and informal assignments on behalf of WBC for a number of years. Reasons why no conflict of interest or duty We believe that this relationship does not result in a conflict of interest or duty because our previous relationships with WBC were not in relation to the Companies and/or the directors' affairs, or related parties of the Companies and/or the directors. iii. Prior professional services to the insolvent Neither we, nor our firm, have provided any professional services to the Companies in the previous 24 months. iv. 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 Companies, an associate of the Companies, a former insolvency practitioner appointed to the Companies or any person or entity that has security over the whole or substantially the whole of the Companies property that should be disclosed. C. Indemnities and up-front payments We have not been indemnified in relation to this administration, other than any indemnities that we may be entitled to under statute. We have not received any upfront payments in respect of our remuneration or disbursements. This does not include statutory indemnities. We have not received any other indemnities or upfront payments that should be disclosed. Dated this 14th day of October e5c1-6:v-- Philip Carter Voluntary Administrator Note: Daniel Walley Voluntary Administrator If circumstances change, or new information is identified, we are required under the Corporations Act 2001 and the Australian Restructuring Insolvency & Turnaround Association (AR/TA) 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. 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.

115 F. ASIC Publication: Insolvency information for directors, employees, creditors and shareholders Appendix F

116 ASIC Australian Securities St Investments Commission 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

117 G. ARITA Publication: Creditor information sheet: Offences, recoverable transactions and insolvent trading Appendix G

118 Creditor Information Sheet Offences, Recoverable transactions and Insolvent Trading A ARITA Offences A summary of offences that may be identified by the administrator: Section Offence 180 Failure by officer to exercise a reasonable degree of care and diligence in the exercise of his powers and the discharge of his duties. 181 Failure to act in good faith. 182 Making improper use of position as an officer or employee, to gain, directly or indirectly, an advantage. 183 Making improper use of information acquired by virtue of his position. 184 Reckless or intentional dishonesty in failing to exercise duties in good faith for proper purpose. Use of position or information dishonestly to gain advantage or cause detriment. 206A Contravening an order against taking part in management of a corporation. 206A, B Taking part in management of corporation while being an insolvent under an administration. 206A, B Acting as a director or promoter or taking part in the management of a company within five years after conviction or imprisonment for various offences. 209(3) Dishonest failure to observe requirements on making loans to directors or related companies. 254T Paying dividends except out of profits. 286 Failure to keep proper accounting records. 312 Obstruction of auditor Failure to comply with requirements for financial statement preparation. 437C Performing or exercising a function or power as officer while a company is under administration. 437D(5) Unauthorised dealing with company's property during administration. 438B(4) Failure by directors to assist administrator, deliver records and provide information. 438C(5) Failure to deliver up books and records to administrator. 590 Failure to disclose property, concealed or removed property, concealed a debt due to the company, altered books of the company, fraudulently obtained credit on behalf of the company, material omission from Report as to Affairs or false representation to creditors. Voidable Transactions Preferences A preference is a transaction such as a payment between the company and one or more of its creditors, in which the creditor receiving the payment is preferred over the general body of creditors. The relevant time period is six months before the commencement of the liquidation. The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction. Where a creditor receives a preferred payment, the payment is voidable as against a liquidator and is liable to be paid back to the liquidator subject to the creditor being able to successfully maintain any of the defences available to the creditor under either the Corporations Act. Uncommercial Transaction An uncommercial transaction is one that it may be expected that a reasonable person in the company's circumstances would not have entered into having regard to: the benefit or detriment to the company; the respective benefits to other parties; and any other relevant matter. To be voidable, an uncommercial transaction must have occurred during the two years before the liquidation. However, if a related entity is a party to the transaction, the time period is four years and if the intention of the transaction is to defeat creditors, the time period is ten years. ARITA Level 5, 33 Erskine Street, Sydney NSW 2000 Australia I GPO Box 9985, Sydney NSW 2001 ACN t I f I e admin@arita.com.au I arita.com.au AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

119 The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction. A ARITA Unfair Loan A loan is unfair if and only if the interest was extortionate when the loan was made or has since become extortionate. There is no time limit on unfair loans - they only have to have been entered into any time on or before the day when the winding up began. Arrangements to avoid employee entitlements If an employee suffers loss because a person (including a director) enters into an arrangement or transaction to avoid the payment of employee entitlements, the liquidator or the employee may seek to recover compensation from that person. It will only be necessary to satisfy the court that there was a breach on the balance of probabilities. There is no time limit on when the transaction occurred. Unreasonable payments to directors Liquidators have the power to reclaim "unreasonable payments" made to directors by companies prior to liquidation. The provision relates to transactions made to, on behalf of, or for the benefit of, a director or close associate of a director. To fall within the scope of the section, the transaction must have been unreasonable, and have been entered into during the 4 years leading up to a company's liquidation, regardless of its solvency at the time the transaction occurred. Voidable charges Certain charges are voidable by a liquidator: Circulating security interest created with six months of the liquidation unless it secures a subsequent advance; Unregistered charges; and Charges in favour of related parties who attempt to enforce the charge within 6 months of its creation. Insolvent Trading In the following circumstances, directors may be personally liable for insolvent trading by the company: a person is a director at the time a company incurs a debt; the company is insolvent at the time of incurring the debt or becomes insolvent because of incurring the debt; at the time the debt was incurred, there were reasonable grounds to suspect that the company was insolvent; the director was aware such grounds for suspicion existed; and a reasonable person in a like position would have been so aware. The law provides that the liquidator, and in certain circumstances the creditor who suffered the loss, may recover from the director, an amount equal to the loss or damage suffered. Similar provisions exist to pursue holding companies for debts incurred by their subsidiaries. A defence is available under the law where the director can establish: there were reasonable grounds to expect that the company was solvent and they actually did so expect; they did not take part in management for illness or some other good reason; or, they took all reasonable steps to prevent the company incurring the debt. The proceeds of any recovery for insolvent trading by a liquidator are available for distribution to the unsecured creditors before the secured creditors. Important note: This information sheet contains a summary of basic information on the topic. It is not a substitute for legal advice. Some provisions of the taw referred to may have important exceptions or qualifications. This document may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

120 H. Report as to affairs Appendix H