J.K. Retail Pty Ltd (In Liquidation) - KordaMentha
Transcript of J.K. Retail Pty Ltd (In Liquidation) - KordaMentha
J.K. Retail Pty Ltd (In Liquidation)
ACN 124 839 354
Report by Liquidators
Remuneration Approval Request
23 May 2018
Liability limited by a scheme approved under Professional Standards Legislation
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Contents 1 Purpose of report .................................................................................................... 1
2 Progress of Liquidation ........................................................................................... 1
3 Proposals without meeting ..................................................................................... 1
4 Remuneration and internal disbursements ........................................................... 1
5 Remuneration .......................................................................................................... 2
5.1 Declaration ..................................................................................................... 2
5.2 Remuneration summary ................................................................................ 2
5.3 Remuneration recoverable from external sources ....................................... 2
6 Disbursements ........................................................................................................ 2
6.1 Declaration ..................................................................................................... 2
6.2 Disbursements summary .............................................................................. 3
7 Likely impact on creditors ....................................................................................... 3
8 Contact details and further information ................................................................. 3
Appendix 1 – Schedule of KordaMentha rates
Appendix 2 – Resolution 1
Appendix 3 – Resolution 2
Appendix 4 – Proposals
Appendix 5 – Proof of Debt form
Appendix 6 – ARITA Information Sheet on Proposals
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1 Purpose of report
The purpose of this report is to provide an update as to the progress of the liquidation of J.K. Retail Pty Ltd (in Liquidation) (‘the
Company’) and to provide you with the information you need to be able to make an informed decision regarding the approval of
our remuneration, along with internal disbursements, for undertaking the liquidation of the Company. We will request creditors
consider approving the remuneration and internal disbursements incurred during the liquidation by way of resolution by
proposal without a meeting of creditors.
Creditors should read this report and the other documentation that we have sent you. To minimise the costs in this liquidation,
we have elected to seek the approval of creditors for our remuneration and internal disbursements without a meeting. You can
cast your vote by using the included proposal voting forms. These forms need to be returned to our office by mail, scanned
and emailed or faxed. The forms need to be received by 14 June 2018 for your vote to count. If you choose to send your forms
by mail, please allow enough time for your forms to be delivered.
2 Progress of Liquidation
The Company was placed into voluntary liquidation on 11 May 2018 pursuant to a special resolution of its members and Rahul
Goyal and Scott Langdon were appointed as Liquidators.
Other pertinent details in relation to the Company are:
the principal activity of the Company was the operation of a retail store trading as ‘Global Brands Outlet’ at Minto
Marketplace in Minto, NSW 2566. The Company ceased operations on 13 May 2018.
the person responsible for the management of the Company was Lester Martin Anderson in his capacity as director of the
Company.
Since our appointment we have:
secured the assets of the Company and commenced the process of realising these assets
wound down the operations at Minto Marketplace, Minto NSW
commenced the distribution of notifications to creditors
terminated the employment of all staff
corresponded with directors to obtain the books and records of the Company and collate information in order to
commence our statutory investigations.
3 Proposals without meeting
We are seeking approval of remuneration and internal disbursements by resolution by proposals without a meeting. These
resolutions are listed in Appendices 2 and 3. Enclosed at Appendix 4 are the proposal forms, which include the resolutions for
your approval, the reasons for the proposals and the likely impact the resolution will have on creditors if they are passed. There
is one form for each proposal and for your vote to count, you must send back the proposal form for the proposals you want to
vote on by 15 June 2018.
You must have also lodged a Proof of Debt Form. If you have not previously lodged one or you wish to amend your claim, you
must lodge one with your proposal forms. A Proof of Debt Form is included at Appendix 5. ARITA has provided an information
sheet on proposals without meetings, which is included at Appendix 6.
4 Remuneration and internal disbursements
In accordance with Section 60-10 of Schedule 2 of the Act and the Australian Restructuring Insolvency and Turnaround
Association’s (ARITA) Code of Professional Practice, we provide the following information in respect of the Liquidators’
remuneration and internal disbursements for the period from 11 May 2018 to the end of the liquidation.
In this Liquidation, we are seeking approval of our remuneration on a time basis and internal disbursements in accordance
with the schedule titled KordaMentha Rates – National – FY18 as outlined in our Initial Remuneration Notice.
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The following information is provided to assist creditors in considering the appropriateness of the remuneration and internal
disbursements claims that are being made. Your approval of this remuneration and internal disbursements will be sought by
resolution by proposal without a meeting due by 15 June 2018.
5 Remuneration
5.1 Declaration
We, Rahul Goyal and Scott Langdon of KordaMentha, have undertaken a proper assessment of this remuneration claim for our
appointment as Liquidators of J.K. Retail 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.
5.2 Remuneration summary
5.2.1 Remuneration claim resolutions
The remuneration resolutions being sought are:
Resolution 1
‘That the estimated remuneration of Rahul Goyal and Scott Langdon for the period 11 May 2018 to the finalisation of the
Liquidation is determined at a sum equal to the cost of time spent by the Liquidators and KordaMentha staff, calculated at the
hourly rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018, up to a maximum of
$25,000 excluding GST, and approved for payment on a monthly basis in arrears or as required. However, if the value of the
work performed exceeds the capped amount, then we reserve the right to seek further approval of remuneration from
creditors.’
Please refer to the appendices for full details of the remuneration approval sought.
Approval for the future remuneration sought is based on our best estimate of the work necessary to be completed and we do
not anticipate that we will have to ask for approval of any further remuneration. Should additional work be necessary beyond
what is contemplated, further approval may be sought from creditors. If that is the case, we will provide a further remuneration
report on the time spent and tasks undertaken, along with a general report on the progress of the liquidation.
5.2.2 Remuneration reconciliation
In our initial remuneration notice, we provided an estimate of total remuneration to be $25,000 excluding GST, funds
permitting. At this stage of the liquidation, the estimate does not need to be revised. This remuneration request is within that
estimate.
5.3 Remuneration recoverable from external sources
We advise that we have not received any other indemnity, guarantee or contribution from a member, director or any other party
related to the Company for our fees and expenses.
We have received funding as an upfront payment from the directors as a creditor of the Company in the amount of $15,000.
The purpose of this funding was to fund the general proceedings of the Liquidation.
6 Disbursements
6.1 Declaration
We, Rahul Goyal and Scott Langdon of KordaMentha, have undertaken a proper assessment of disbursements claimed for our
appointment as Liquidators of J.K. Retail Pty Ltd in accordance with the law and applicable professional standards. We are
satisfied that the disbursements claimed are necessary and proper.
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6.2 Disbursements summary
Disbursements are divided into three categories:
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 disbursements – these are recovered at cost. Examples of externally provided
professional service disbursements are travel, accommodation, search fees and lodgement fees.
Internal disbursements – these are recovered on a reasonable commercial basis. These disbursements are generally
charged a cost, though some may be charged at a rate which recoups both variable and fixed costs. Examples of internal
disbursements include printing and postage costs, staff travel allowance, staff per diems and data room hosting.
Details of the KordaMentha disbursement policy are included with the enclosed schedule titled KordaMentha Rates – National
– FY18. The internal disbursements claim has been and future internal disbursements will be calculated at the rates as set out
in this schedule. We will be seeking creditor approval to pay our internal disbursements.
6.2.1 Internal disbursements claim resolutions
The internal disbursements resolutions being sought are:
Resolution 2
‘That the estimated future internal disbursements of Rahul Goyal and Scott Langdon, including those paid to staff, for the
period 11 May 2018 to the end of the liquidation up to a maximum amount of $500 excluding GST, calculated at the hourly
rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018 are approved for payment to
be made on a monthly basis in arrears or as required. However, if the amount of internal disbursements incurred exceeds the
capped amount, then we reserve the right to seek further approval of internal disbursements from creditors.’
Approval for the future internal disbursements sought is based on our best estimate of the internal disbursements necessary
to be incurred. Should additional internal disbursements be necessary beyond what is contemplated, further approval may be
sought from creditors.
Please refer to the appendices for full details of the calculation and composition of the internal disbursements approval
sought.
6.2.2 External disbursements
We are not required to seek creditor approval for externally provided disbursements, but must account to creditors
disbursements that have been paid or incurred. No externally provided disbursements have been incurred for the period 11
May 2018 to 23 May 2018.
7 Likely impact on creditors
Section 556 of the Corporations Act specifies the order of priority that debts are to be paid from the realised assets of a
company. An external administrator’s remuneration and internal disbursements are paid prior to any dividend distribution to
creditors. Any dividend payable to creditors will ultimately be impacted by the realisations achieved in the liquidation and the
value of creditor claims admitted to participate in any dividend.
8 Contact details and further information
You can access information which may assist you on the following websites:
ARTIA at www.arita.com.au/creditors
ASIC at www.asic.gov.au (search for ‘insolvency information sheets’)
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If you have any queries or need any assistance with understanding the materials we have sent you, please contact Eric Gao on
(02) 8257 3087 or by email at [email protected].
Dated: 23 May 2018
Rahul Goyal Scott Langdon
Liquidator Liquidator
KordaMentha KordaMentha
Level 5, 2 Chifley Square Level 5, 2 Chifley Square
Sydney NSW 2000 Sydney NSW 2000
Appendix 1 – Schedule of KordaMentha rates
KordaMentha Rates – National – FY18 and a guide to staff experience
Page 1 Liability limited by a scheme approved under Professional Standards Legislation
KordaMentha rates National
Applicable from 1 July 2017
FY 2018
Classification $ per hour*
Principal Appointee/Partner/Executive Director 675
Director 625
Associate Director 1 575
Associate Director 2 525
Manager 475
Senior Executive Analyst 425
Executive Analyst 400
Senior Business Analyst 350
Business Analyst 295
Administration 150
*Exclusive of GST
KordaMentha disbursement policy
Disbursements incurred from third party suppliers are charged at the cost invoiced. KordaMentha does not add any margin to
disbursements incurred through third parties.
There are no charges for internal KordaMentha disbursements, such as internal photocopy use, telephone calls or facsimiles,
except for bulk printing and postage that is performed internally, which are calculated on a variable cost recovery basis.
In relation to any employee allowances, being kilometre allowance and reasonable travel allowance, the rate of the allowance
set by KordaMentha is at or below the rate set by the Australian Taxation Office.
If a KordaMentha data room is utilised, the fee will comprise an initial setup fee and then a fee based on the duration and size
of the data room.
Certain services provided by Forensic Technology may require the processing of electronically stored information into specialist
review platforms. Where these specific Forensic Technology resources are utilised, the fee will be based on units (e.g. number
of laptops), size (e.g. per gigabyte) and/or period of time (e.g. period of hosting).
GST is applied to disbursements as required by law.
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KordaMentha disbursement internal rates and allowances
Description Charge*
Photocopying, printing (general) $0.06 per page
Envelopes and postage
(varies due to size and weight)
$1.45 to $2.40 per envelope
Travel Reimbursement $0.60 per kilometre
Meal per diem, etc. Up to $92.70 per day per staff member (unless other arrangements made)
Dataroom fee (varies based on MB size) See detail below
*Exclusive of GST, reviewed annually on 1 July
Dataroom fee – Size (MB) Charge per month*
0–300 $1,000
300–1000 $1,000 + $2.50/MB
1000–5000 $2,750 + $1.25/MB
5000+ $7,750 + $0.60/MB
*Exclusive of GST, reviewed annually on 1 July
KordaMentha classifications
Classification Guide to level of experience
Principal Appointee/Partner/
Executive Director
Registered/Official Liquidator/Trustee, his or her Partners. Specialist skills brought to the
administration. Generally in excess of 10 years’ experience.
Director More than eight years’ experience and more than three years as a Manager. Answerable to
the appointee, but otherwise responsible for all aspects of an administration. Controls
staffing and their training.
Associate Director 1 Six to eight years’ experience with well developed technical and commercial skills. Will have
conduct of minor administrations and experience in control of a small to medium team of
staff. Assists with the planning and control of medium to large administrations.
Associate Director 2 Five to seven years’ experience with well developed technical and commercial skills. Will
have conduct of minor administrations and experience in control of a small to medium
team of staff. Assists with the planning and control of medium to large administrations.
Manager Four to six years’ experience. Will have had conduct of minor administrations and
experience in control of one to three staff. Assists with the planning control of medium to
large administrations.
Senior Executive Analyst Three to four years’ experience. Assists planning and control of small to medium
administrations as well as performing some of the more difficult tasks on larger
administrations.
Executive Analyst Two to three years’ experience. Required to control the tasks on small administrations and
is responsible for assisting tasks on medium to large administrations.
Senior Business Analyst Graduate with one to two years’ experience. Required to assist in day-to-day tasks under
supervision of more senior staff.
Business Analyst Undergraduate or graduate with up to one year experience. Required to assist in day-to-day
tasks under supervision of more senior staff.
Administration Appropriate skills, including books and records management and accounts processing
particular to the administration.
Appendix 2 – Resolution 1
Resolution
By way of proposal without a meeting, creditors of the Company will be asked to consider the following resolution for the period
11 May 2018 to the finalisation of the Liquidation:
‘That the estimated remuneration of Rahul Goyal and Scott Langdon for the period 11 May 2018 to the finalisation of the
Liquidation is determined at a sum equal to the cost of time spent by the Liquidators and KordaMentha staff, calculated at the
hourly rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018, up to a maximum of
$25,000 excluding GST, and approved for payment on a monthly basis in arrears or as required. However, if the value of the
work performed exceeds the capped amount, then we reserve the right to seek further approval of remuneration from
creditors.’
Calculation of estimated fees
The basis of calculating the remuneration claim is summarised in the table below. This table sets out the expected
remuneration for each major task area likely to be performed by the Liquidators and KordaMentha staff in the liquidation for
the period 11 May 2018 to the finalisation of the Liquidation, which is the basis of Remuneration Resolution 1. More detailed
descriptions of the major tasks likely to be performed, matching the amounts in this table, are included in this appendix.
Task areas
Total
$
Assets
$
Creditors
$
Statutory
compliance
$
Trading
$
Administration
and risk
mitigation
$
Estimated total 25,000 3,665 6,060 1,600 4,640 9,035
Summary of future tasks to be undertaken
Detailed below is a summary of work expected to be undertaken by task area for the liquidation period from 13 May 2018 to
completion.
Task area General description Details of tasks
Assets
10 hours
$3,665
Plant and equipment Liaising with valuers, auctioneers and
interested parties
Review of asset listing
Asset identification
Creditor enquiries, requests and
directions Receive and follow up creditor
enquiries
Correspondence to creditors via mail,
email and facsimile
Maintaining creditor request log
Consideration of reasonableness of
and responding to creditor requests
Obtaining legal advice on requests
Compiling information requested by
creditors
Documentation of reasons for not
complying with requests or directions
Correspondence with committee of
inspection
Security interest claims Conduct PPRS search and review of
results
Correspondence with creditors re
PMSI claim
Task area General description Details of tasks
Creditors
15 hours
$5,470
Secured creditor Correspondence and discussions
with secured creditor, including
notification of appointment and
update reports
Meetings with secured creditor
Distributions to secured creditor
Reports to creditors Preparation of initial correspondence
to creditors
Preparation of reports to creditors
Meeting of creditors (if requested) Preparation of meeting notices,
proxies and advertisements
Distribution of notice of meeting to all
known creditors
Preparation for meeting, including
agenda and other required
documentation
Conduct of meeting
Preparation and lodgement of
minutes of meeting
Responding to stakeholder queries
and questions re the meeting
Proposals to creditors Preparation of proposal notices and
voting forms
Distribution of proposals to all known
creditors
Review votes and determine outcome
of proposal
Preparation and lodgement of
proposal outcome with ASIC
Proofs of debts Receipt of proofs of debt
Maintenance of proof of debt register
Correspondence with ATO re proofs of
debt
Adjudication of proofs of debt
Request further substantiation
Correspondence re outcome of
adjudication
Dividend distribution Correspondence re intention to
declare dividend
Compliance with regulations re
distributions
Obtain clearance from ATO for
distribution
Preparation of dividend, including
calculation and payment
Correspondence re dividend
declaration
Employee enquiries Prepare initial correspondence to
employees
Receive and follow up employee
enquiries via telephone, mail email
and in person
Correspondence to employees via
mail, email and facsimile
Task area General description Details of tasks
Employees
2 hours
$590
Entitlements Calculation of employee entitlements
Review of employee records,
employee agreements and awards
Reconciliation of superannuation
accounts
Legal advice re entitlements
Correspondence with employees re
entitlements and any queries
Employee dividend distribution Correspondence with employees re
dividend
Correspondence with ATO re SGC
proof of debt
Correspondence with any other
eligible employee creditor
Compliance with regulations re
distributions
Adjudication of proofs of debt
Preparation of dividend, including
calculation and payment
Correspondence re dividend
declaration
Workers compensation Review insurance policies
Identification of potential issues
requiring attention of workers’
compensation insurance specialists
Correspondence with insurer
regarding initial and ongoing workers’
compensation insurance
requirements
Statutory compliance
5.2 hours
$1,600
Books and records Receipt of books and records
Administration in relation to storage
ASIC Notifications to ASIC
Preparation and lodgement of ASIC
forms, including administration
returns.
Correspondence with ASIC regarding
statutory forms
ATO and other statutory reporting Notification of appointment
Correspondence with ATO
Preparation of BAS returns
Completion of payment summaries
and reconciliation
Directors Correspondence and meetings with
directors
Requests for Report as to Affairs and
books and records
Preparation of affidavits seeking
assistance from ASIC
Task area General description Details of tasks
Meeting of creditors (if requested) Preparation of meeting notices,
proxies and advertisements
Correspondence to creditors,
including mail distribution
Preparation of meeting documents,
including agenda, attendance
register, list of creditors etc.
Preparation and lodgement of
minutes of meeting with ASIC
Investigation Collection and review of books and
records
Review and preparation of company
nature and history
Conduct and summarise statutory
searches
Preparation of comparative financial
statements and deficiency
statements
Review of specific transactions and
liaising with directors re transactions
Preparation of investigation file
Preparation of statutory investigation
report and lodgement with ASIC
Preparation and lodgement of any
supplementary report
Liaising with ASIC
Ceasing to act Notification to ASIC
Notification to ATO, including
cancellation of registrations
Trading
8 hours
$4,640
Planning/review Engagement planning
Discussions re status of
administration, strategy and
outstanding issues
Administration and risk mitigation
27.7 hours
$9,035
Document maintenance, file review,
checklist Review of administration – during
first month, then 6 monthly
Filing of documents
Update of work programs
File review
Insurance Identification of potential issues
requiring attention of insurance
specialists
Correspondence with insurance
brokers re initial and ongoing
insurance requirements
Review of insurance policies
Correspondence with previous
brokers
Task area General description Details of tasks
Bank account administration Opening and closing accounts
Correspondence re term deposits
Preparation of transactions
Bank account reconciliations
Correspondence with bank re specific
transactions, arrangements and bank
statements
Banking of deposits
Process of receipts and payments Process of receipts, payments and
journal entries into accounting
system
General administration Risk assessment
Set up of client
Processing in relation to client
accounting
Word processing
Remuneration Recording of time, including details
Preparation of remuneration
schedules
Invoice preparation
Media Preparation of media releases
Respond to media requests
Finalisation Notification to creditors of finalisation
Completion of checklists
Detailed calculation of estimated fees
Detailed below is a table of estimated fees by individual categorised into task area for the period from 11 May 2018 to the
finalisation of the liquidation.
Name Title Hourly Rate ($) Hours Amount ($) Hours Amount ($) Hours Amount ($) Hours Amount ($)RAHUL GOYAL Partner 675 - - - - - - - - 6.0 4,050.00 6.0 4,050.00 MATTHEW O'KEEFE Director 625 3.2 2,000.00 2.0 1,250.00 3.0 1,875.00 0.2 125.00 - - 3.2 5,250.00 JEREMY WEIR Senior Business Analyst 350 2.3 805.00 1.0 350.00 1.0 350.00 - - - 2.3 1,505.00 ERIC GAO Business Analyst 295 20.0 5,900.00 7.0 2,065.00 13.0 3,835.00 5.0 1,475.00 2.0 590.00 12.4 13,865.00 TRACEY CRAWFORD Administration 150 2.2 330.00 - - - - - - - - 0.6 330.00
27.7 9,035.0 10.0 3,665.0 17.0 6,060.0 5.2 1,600.0 8.0 4,640.0 24.5 25,000.0 Total Hours and Fees
J.K. Retail Pty Ltd (In Liquidation)Calculations of Estimated FeesFor the Period 11 May 2018 to the Finalisation of the Liquidation
ADMINISTRATION & RISK MITIGATION
TotalSTATUTORY COMPLIANCE TRADINGASSETS CREDITORS
Appendix 3 – Resolution 2
Resolution
By way of proposal without a meeting, creditors of the Company will be asked to consider the following resolution for the period
11 May 2018 to the finalisation of the Liquidation:
‘That the estimated future internal disbursements of Rahul Goyal and Scott Langdon, including those paid to staff, for the
period 11 May 2018 to the end of the liquidation up to a maximum amount of $500 excluding GST, calculated at the hourly
rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018 are approved for payment to
be made on a monthly basis in arrears or as required. However, if the amount of internal disbursements incurred exceeds the
capped amount, then we reserve the right to seek further approval of internal disbursements from creditors.’
Calculation of internal disbursements
The basis of calculating the estimated internal disbursements claim is summarised in the table below. This table sets out the
basis of the amount charged for each type of internal disbursement for the period 11 May 2018 to the finalisation of the
Liquidation, which is the basis of Remuneration Resolution 2.
Resolution 5: Internal disbursements estimated for the period
11 May 2018 to the finalisation of the Liquidation Basis Actual $
(excluding GST)
Internal disbursements
ASIC Lodgement fee Fee per notice 71
Destruction of Books and Records $6 a box 72
Parking 60
Petrol 80
Provision for additional disbursements 217
Total – Internal disbursements for Resolution 2 500
Appendix 4 – Proposals
Proposal 1
23 May 2018
NOTICE OF PROPOSAL TO CREDITORS
J.K. Retail Pty Ltd (In Liquidation)
ACN 124 839 354 (‘the Company’)
Trading as Global Brands Outlet
Proposal for Creditor approval
‘That the estimated remuneration of Rahul Goyal and Scott Langdon for the period 11 May 2018 to the finalisation of the
Liquidation is determined at a sum equal to the cost of time spent by the Liquidators and KordaMentha staff, calculated at the
hourly rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018, up to a maximum of
$25,000 excluding GST, and approved for payment on a monthly basis in arrears or as required. However, if the value of the
work performed exceeds the capped amount, then we reserve the right to seek further approval of remuneration from
creditors.’
Reasons for the proposal and the likely impact it will have on Creditors if it is passed
Section 60-10 of Schedule 2 of the Corporations Act entitles an external administrator of a company to receive remuneration
for necessary work properly performed by the external administrator in relation to the external administration in accordance
with a remuneration determination. A remuneration determination may be made by a resolution of creditors, as well as by a
committee of inspection (if one is established) or by the Court.
Please refer to the remuneration report available on KordaMentha’s website at http://www.kordamentha.com/Creditors for
information as to how the remuneration has been estimated.
Section 556 of the Corporations Act specifies the order of priority that debts are to be paid from the realised assets of a
company. An external administrator’s remuneration is paid prior to any dividend distribution to creditors. Any dividend payable
to creditors will ultimately be impacted by the realisations achieved in the liquidation and the value of creditor claims admitted
to participate in any dividend.
Vote on proposal
Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of
creditors. Please select the appropriate Yes, No or Object box referred to below:
Yes ☐ I approve the proposal
No ☐ I do not approve the proposal
Object ☐ I object to the proposal being resolved without a meeting of creditors
Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please
select the option that applies:
☐ I have previously submitted a proof of debt form and supporting documents
☐ I enclose a proof of debt form and supporting documents with this proposal form
Creditor details
Name of creditor:
ACN/ABN (if applicable):
☐ I am not a related creditor of the Company.
☐ I am a related creditor of the Company
Details of the relationship:
Address:
Phone: Email:
Name of creditor/authorised person:
Signature: Date:
Return of documents by 15 June 2018
Please complete this document and return with any supporting documents by no later than 12 June 2018 for your vote to be
counted, by email to Eric Gao at [email protected]. If you have any questions, please call Eric Gao on (02) 8257 3087.
Completed forms may also be sent by post attention to Eric Gao at KordaMentha, GPO Box 2523, Sydney NSW 2001, although
you should ensure this is sent with sufficient time to arrive by the date the vote closes, which we cannot guarantee.
Proposal 2
23 May 2018
NOTICE OF PROPOSAL TO CREDITORS
J.K. Retail Pty Ltd (In Liquidation)
ACN 124 839 354 (‘the Company’)
Trading as Global Brands Outlet
Proposal for Creditor approval
‘That the estimated future internal disbursements of Rahul Goyal and Scott Langdon, including those paid to staff, for the
period 11 May 2018 to the end of the liquidation up to a maximum amount of $500 excluding GST, calculated at the hourly
rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018 are approved for payment to
be made on a monthly basis in arrears or as required. However, if the amount of internal disbursements incurred exceeds the
capped amount, then we reserve the right to seek further approval of internal disbursements from creditors.’
Reasons for the proposal and the likely impact it will have on creditors if it is passed
Section 60-20 of Schedule 2 of the Corporations Act prohibits an external administrator (or a related entity, which could
include an employee of an external administrator) deriving a profit or advantage from the external administration of the
company. This has been interpreted to include ‘internal disbursements’ which are disbursements not provided by an external
third party at cost. This may include, in relation to the liquidation of the Company, KordaMentha staff per diem or travel
allowances, dataroom hosting and costs incurred in large mail distributions to creditors conducted internally. Creditors may
approve the payment of these internal disbursements.
Please refer to the disbursement schedule {included in the remuneration report available on KordaMentha’s website at
http://www.kordamentha.com/Creditors} for information as to how the disbursements have been estimated.
These internal disbursements will only be incurred where considered necessary in relation to the conduct of the liquidation,
including the realisation of a company’s assets and carrying out statutory duties. Where it is beneficial for these services to be
provided externally, an external provider will be used. The rates used by KordaMentha for staff per diem and travel allowances
are at or less than the rates set by the Australian Taxation Office.
Section 556 of the Corporations Act specifies the order of priority that debts are to be paid from the realised assets of a
company. An external administrator’s disbursements are paid prior to any dividend distribution to creditors. Any dividend
payable to creditors will ultimately be impacted by the realisations achieved in the liquidation and the value of creditor claims
admitted to participate in any dividend.
Vote on proposal
Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of
creditors. Please select the appropriate Yes, No or Object box referred to below:
Yes ☐ I approve the proposal
No ☐ I do not approve the proposal
Object ☐ I object to the proposal being resolved without a meeting of creditors
Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please
select the option that applies:
☐ I have previously submitted a proof of debt form and supporting documents
☐ I enclose a proof of debt form and supporting documents with this proposal form
Creditor details
Name of creditor:
ACN/ABN (if applicable):
☐ I am not a related creditor of the Company.
☐ I am a related creditor of the Company
Details of the relationship:
Address:
Phone: Email:
Name of creditor/authorised person:
Signature: Date:
Return of documents by 15 June 2018
Please complete this document and return with any supporting documents by no later than 12 June 2018 for your vote to be
counted, by email to Eric Gao at [email protected]. If you have any questions, please call (02) 8257 3087 on (02)
8257 3087.
Completed forms may also be sent by post attention to Eric Gao at KordaMentha, GPO Box 2523, Sydney NSW 2001, although
you should ensure this is sent with sufficient time to arrive by the date the vote closes, which we cannot guarantee.
Appendix 5 – Proof of Debt form
J.K. Retail Pty Ltd (In Liquidation)
ACN 124 839 354
Formal Proof of Debt or claim (General form)
To: The Liquidator of J.K. Retail Pty Ltd (In Liquidation) (‘the Company’)
1. This is to state that the Company was on 11 May 2018, and still is, justly and truly indebted:
To
(name of creditor)
Of
(address of creditor)
For
(amount owed to creditor)
And cents (GST inclusive) GST amount
Particulars of the debt are:
Date Consideration Amount ($) Remarks
(insert date when debt arose) (sate how the debt arose and
attach supporting invoices
and statements of account)
(GST inclusive) (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 ($ ₵) Due date
3. This proof of debt may be used for the purposes of voting at any meeting, a proposal without a
meeting or for distribution to creditors unless a further proof of debt is submitted by me.
☐ *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. (select if applicable)
☐ *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. (select if applicable)
Dated this ___________________ Signature ……………….……………………………
Name …………………………...……………………
Address …………………………………...…………
…………………………………………………………
Phone: ………………………………..…...…………
_____________________________________________________________________________________
☐ I nominate to receive electronic notification of notices or documents in accordance with Section 600G of the
Corporations Act at the following email address or fax number:
Email address:
Fax number:
Appendix 6 – ARITA Information Sheet on Proposals
ARITA ACN 002 472 362
Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e [email protected] | arita.com.au
AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION
Information sheet: Proposals without meetings
You are a creditor in a bankruptcy or personal insolvency agreement (collectively referred to as a
regulated debtor’s estate). You have been asked by the trustee to consider passing a proposal
without a meeting.
This information sheet is to assist you with understanding what a proposal without a meeting is
and what your rights as a creditor are.
A proposal without a meeting is a cost effective alternative to a meeting. The trustee can use a
proposal without a meeting to obtain the consent of creditors to a particular course of action.
The trustee is able to put any proposal to creditors by giving notice in writing to the creditors.
There is a restriction under the law that each notice can only contain a single proposal. However,
the trustee can send more than one notice at a single time.
The notice must:
• include a statement of the reasons for the proposal and the likely impact it will have on
creditors if it is passed
• invite the creditor to either:
o vote yes or no to the proposal, or
o object to the proposal being resolved without a meeting, and
• specify a reasonable time for replies to be received by the trustee.
If you wish to vote or object, you will also need to lodge a Proof of Debt (POD) to substantiate
your claim in the regulated debtor’s estate. The trustee will provide you with a POD to complete.
You should ensure that you also provide documentation to support your claim.
If you have already lodged a POD in this external administration, you do not need to lodge
another one.
The trustee must also provide you with enough information for you to be able to make an
informed decision on how to cast your vote on the proposal. With some types of proposals, the
law or ARITA’s Code of Professional Practice sets requirements for the information that you must
be provided. For example, if the trustee is asking you to approve remuneration, you will be
provided with a Remuneration Approval Report, which will provide you with detailed information
about how the trustee’s remuneration has been calculated.
What is a proposal without a meeting?
What types of proposals can be put to creditors?
What information must the notice contain?
AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2
Proposals information sheet (personal) v1_0.docx Version: July 2017
You can choose to vote yes, no or object to the proposal being resolved without a meeting.
A resolution will be passed if more than 50% in number and 50% in value (of those creditors who
did vote) voted in favour of the proposal, but only so long as not more than 25% in value
objected to the proposal being resolved without a meeting.
If the proposal doesn’t pass and an objection is not received, the trustee can choose to amend
the proposal and ask creditors to consider it again, or the trustee can choose to hold a meeting
of creditors to consider the proposal.
The trustee may also be able to go to Court to seek approval.
If more than 25% in value of creditors responding to the proposal object to the proposal being
resolved without a meeting, the proposal will not pass even if the required majority of creditors
vote yes.
The trustee will also be unable to put the proposal to creditors again without a meeting.
You should be aware that if you choose to object, there will be substantial additional costs
associated with convening a meeting of creditors or the trustee seeking the approval of the
Court. This cost will normally be paid from the available assets in the regulated debtor’s estate.
This is an important power and you should ensure that it is used appropriately.
The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides detailed
information to assist creditors with understanding regulated debtor’s estates and insolvency.
This information is available from ARITA’s website at artia.com.au/creditors.
AFSA provides information on a range of personal insolvency topics. This information can be
accessed on AFSA’s website at www.afsa.gov.au.
What are your options if you are asked to vote on a proposal without a meeting?
What happens if the proposal doesn’t pass?
What happens if I object to the proposal being resolved without a meeting?
Where can I get more information?
How is a resolution passed?