Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my...

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Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) Liquidator’s Report to Creditors Wednesday, 07 February 2018 Cameron Crichton Joint and Several Liquidator T (07) 3222 0200 E [email protected] Michael Gerard McCann Joint and Several Liquidator T (07) 3222 0200 E [email protected]

Transcript of Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my...

Page 1: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company)

Liquidator’s Report to Creditors

Wednesday, 07 February 2018

Cameron Crichton

Joint and Several Liquidator

T (07) 3222 0200

E [email protected]

Michael Gerard McCann

Joint and Several Liquidator

T (07) 3222 0200

E [email protected]

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Introduction

I refer to my appointment as liquidator on Friday, 04 August 2017 and to my Statutory Report to

Creditors dated Friday, 27 October 2017 in which I provided an update on the progress of the

Liquidation.

The purpose of this report is to:

Notify you that a meeting of creditors will be held at 2:00 pm on Thursday, 22 February

2018;

Provide an update on the progress of the liquidation;

Notify you that a dividend to unsecured creditors is expected in the range of 6 to 8 cents in

the dollar (previously estimated at or between 1 and 8 cents in the dollar); and

Advise you that the liquidation will be completed within 4 – 6 months.

I will also be requesting that you consider my detailed Remuneration Approval Report and pass a

proposal to approve my remuneration at the meeting of creditors.

I have relied on information provided from numerous sources to prepare this report, including:

Discussions with the Director of the Company, Mr Tua Moala;

Discussions with the Secured Creditor, TL Rentals Pty Ltd;

Discussions with the Company’s current and former accountants;

Information available from public sources, such as, Australian Securities and Investments.

Commission (ASIC) and the Personal Property Securities Register (PPSR);

A review of the Company's books and records provided to date; and

Discussions with sales agents.

Update on the progress of the liquidation

Circumstances leading to winding up

On 17 June 2017, a related party to the director (understood to be his sister - Nofomuli Moala)

registered i50Four Technology Pty Ltd with a view to taking an assignment of the Company’s

business assets and liabilities. My investigations have indicated that on 01 July 2017 staff who

were previously employed by the Company were transferred to i50Four Technology Pty Ltd. This

transfer was affected prior to my appointment.

My investigations confirm that the Company did not formally assign the assets to i50 Four

Technology Pty Ltd prior to my appointment.

The Company had one customer, Service Stream Ltd, who terminated their engagement following

the appointment of the Liquidators.

Assets

At the time of my appointment, the Company had three potentially realisable assets. These assets

consisted of:

Trade debt owing to the Company from its only customer Service Stream Ltd;

IT Equipment; and a

Toyota Hilux.

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Service Stream Pty Ltd

On appointment an amount of $37,687 was owed to the Company from Service Stream

Ltd (“Service Stream”).

Service Stream sought to claim off-sets for certain costs against the outstanding debt

which I disputed.

Following negotiations and discussions the full amount was collected.

No other debtors of the Company have been identified.

IT Equipment and Goodwill

As mentioned in my previous Report to Creditors, i50Four Technology Pty Ltd offered to

purchase the plant, equipment and goodwill from the Company for $3k. This offer was

accepted for the following reasons:

o The realisable value of the goodwill of the Company was in the open market

arguably negligible.

o My sales agents advised the realisable value of the equipment would unlikely

exceed $1k.

A payment plan is currently in place with i50Four Technology Pty Ltd for $2k that remains

outstanding. The remaining $2k is to be received in the coming months.

Toyota Hilux (the “Vehicle”)

PPSR Investigations

My investigations since the previous report have confirmed that TL Rentals Pty Ltd did not

register their security interest within the requisite 20 business day period after the

Company obtained the vehicle. As the security interest was not perfected within six

months of my appointment, the Vehicle vested with the Company pursuant to s588FL of

the Corporations Act 2001 (Cth) (the “Act”).

My investigations included:

o Review of the lease agreement;

o Review of the vehicles registration;

o Discussions with TL Rentals Sydney based depot; and

o Obtaining legal advice

Following negotiations TL Rentals Pty Ltd released its security interest and the vehicle

was sold by my agents Grays and resulted in a return to the Company of $34,798 (net of

costs), being above the estimated auction value initially provided.

Assets

No additional creditors of the Company have been identified since my last report and the below

table outlines the known creditors of the Company.

Creditor Address Debt ($) Related Party

ATO (Insolvency) PO Box 9003 Penrith NSW 2740 241,298 No

Singtel Optus Pty Ltd Locked Bag 993 North Sydney NSW 2059 2,048 No

FlexiRent Capital Pty Ltd Locked Bag 5005 Royal Exchange NSW 1225 10,538 No

VISIS Accounting Service GPO Box 7043 Brisbane Qld 4001 4,202 No

TL Rentals Pty Ltd PO Box 1234 Chatswood NSW 2057 59,981 No

Total 318,067

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Receipts and Payments to date

Attached in Appendix A are the receipts and payments in the liquidation period from 04 August

2017 to 19 January 2018.

Actions since last report

Since my last report I have undertaken the following tasks:

Continued my own investigations into matters affecting the Company;

Received and responded to creditor queries regarding the liquidation of the Company;

Realised debts of the Company;

Engaged with i50Four Technology Pty Ltd regarding the sale of plant and equipment and

goodwill of the Company;

Engaged with TL Rentals Pty Ltd regarding their security interests registered against the

Company and obtained its removal;

Complied with my statutory obligations (including reports to ASIC);

Commenced and completed a sales campaign for the Toyota Hilux; and

Finalised my investigations.

Investigations and possible recovery actions

Investigations undertaken I have finalised my investigations into the affairs of the Company prior to my appointment and any

potential recovery actions that may be available for me to pursue.

My findings of these investigations are detailed below. While I am satisfied that my investigations

are complete, I reserve the right to undertake further enquiries should further information become

available.

Books and Records My investigations have indicated that the director may have kept inadequate books and records of

the Company. Primarily, my investigations indicated that the director kept minimal financial records

pertaining to creditors and employee entitlements. I also note that there are no financial records

that I am aware of pertaining to the Company before 01 July 2015 (the Company was registered on

16 June 2011).

Insolvent trading I have reviewed both the cash flow and balance sheet tests of insolvency and have reasons to

believe the Company likely became insolvent at least 16 – 24 months prior to my appointment

based on the following factors:

Non-payment of statutory debt;

Unprofitable trading; and

Lack of aged creditor details and incomplete account records.

Voidable transactions

My investigations have not identified any recoverable unfair preference claims, uncommercial

transactions, unfair loans or unreasonable director-related transactions.

My ability to recover funds from the director is predicated by the financial position of the director

and/ or the existence of a directors and officer’s insurance policy capable of responding to any

such claim. I have conducted a motor vehicle, bankruptcy, property and ASIC personal name

search of the director and have not identified any assets in his name. Similarly, my insurance agent

conducted a search for any professional indemnity, asset cover, directors and officers and other

insurance policies in the director’s or the Company’s name. My investigations identified a

professional indemnity and public liability policy in the Company’s name and a car insurance policy

in the director’s name. I have not identified a directors and officers policy.

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Whilst my concerns with the conduct of the director have been reported to ASIC it is not my

intention to pursue any claim against the director for the following reasons:

Due to the likely inability of the director to meet an insolvent trading claim; and

The significant cost of commencing and pursuing litigation.

I am happy to discuss the above in further detail at the forthcoming meeting of creditors.

Report to ASIC

I have prepared and lodged my report to ASIC which detailed amongst other things, the above

matters pursuant to s533 of the Corporations Act. ASIC has since advised that it does not intend to

commence an investigation at this time. As no further reports are required I do not expect any

further investigations to be undertaken for the following reasons:

There is no evidence of voidable transactions; and

There is no evidence of further recoveries for creditors.

Dividends and Meeting to be Held

Likelihood of a dividend Attached at Appendix B is an Estimated Outcome Statement which provides an estimation of the

dividend that creditors might receive in the distribution.

Currently, I expect to be able to pay:

A dividend to unsecured creditors in the range of 6 cents to 8 cents on the dollar within the

next 4 - 6 months.

When I am ready to declare a dividend, any creditor whose claim has not yet been admitted will be

contacted and asked to submit a proof of debt. This formalises your claim in the liquidation and is

used to determine all claims against the Company.

Cost of the liquidation

Attached at Appendix C is a detailed report on my remuneration, called a Remuneration Approval

Report. I am unable to pay my remuneration without the approval of creditors or the court.

A meeting of creditors to consider this update and my remuneration will be held as follows:

Date: Thursday, 22 February 2018

Time: 2:00pm

Address: King George Central, Level 18, 145 Ann Street, Brisbane, QLD 4000

Further meeting information including a notice of meeting and details of the information you are

required to provide if you plan to attend the meeting are attached at Appendix D. To participate in

this meeting, you may need to:

Submit a proof of debt and information to substantiate your claim;

Appoint a person – a “proxy” or person authorised under a power of attorney – to vote on

your behalf at the meeting. This may be necessary if you are unable to attend the

meeting, or if the creditor is a company; and

You can appoint the chairperson of the meeting as your proxy and direct the chairperson

how you wish your vote to be cast. If you choose to do this, the chairperson must cast

your vote as directed.

Proof of debt and proxy forms are included with the notice of meeting. To facilitate the conduct of

the meeting completed proof of debt and, if applicable, proxy forms must be returned to my office

by post, fax or email by no later than Wednesday, 21 February 2018 at 4:00pm.

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What happens next in the liquidation?

I will proceed with the liquidation including:

Hold meeting of creditors;

Receive remaining funds from i50Four Technology Pty Ltd;

Call for proof of debts

Make distribution to creditors within the next 4 – 6 months; and

Move to finalise this matter.

Further communication will follow regarding the distribution. We expect to have completed this

liquidation within the next 4 – 6 months.

Compliance with best practice

I confirm that this report complies with the requirements in the Insolvency Practice Rules (IPR), as

well as the statements of best practice issued by the Australian Restructuring Insolvency and

Turnaround Association (ARITA) with regard to content of the Report and the Code of Professional

Practice with regard to remuneration.

What to do next

You should now:

Read the report and appendixes;

Contact my office should you have any queries;

Decide whether you are going to attend the meeting; and

Complete and return your proof of debt, and if required, proxy form by no later than

4:00pm on Wednesday, 21 February to be eligible to vote at the meeting.

Where can you get more information?

You can access information which may assist you on the following websites:

ARITA at www.arita.com.au/creditors

ASIC at www.asic.giv.au (search for “insolvency information sheets”).

Should you have any queries with respect to the above, you may also contact Benjamin Sanders of

my office on (07) 3222 0429 or via email on [email protected]. There is also

information about this liquidation on our firms’ website.

Dated: Wednesday, 07 February 2018

Cameron Crichton

Joint and Several Liquidator

List of attachments

Appendix A – Liquidator’s Receipts and payments

Appendix B – Estimated Outcome Statement

Appendix C – Remuneration Approval Report

Appendix D – Notice of Meeting and Other Meeting Information

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Appendix A Liquidators’ Receipts and Payments

Receipts and payments as at 30 January 2018 $

Receipts

Cash at bank 1,023

Sale of IT Equipment 1,000

Service Stream Debt 37,687

Other Assets: Sale of Vehicle 35,252

Total Receipts 74,962

Payments

Agent's Fees 454

Results Legal 3,179

Petitioning Creditor Costs 2,930

Total Payments 6,563

Net Receipts/ (Payments) 68,399

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Appendix B Estimated Outcome Statement

Estimated Outcome Statement - Tua Moala Pty Ltd

Optimistic ($) Pessimistic ($)

Cash at bank 68,400 68,400

Remaining Funds from i50Four Technology Pty Ltd 2,000 -

Total Funds held 70,400 68,400

Estimated Future Costs

Liquidation Remuneration 04/08/2017 to 19/01/2018 (38,143) (38,143)

Liquidator Remuneration 20/01/2018 to finalisation (7,500) (10,000)

Current Disbursements (388) (388)

Future Disbursements (150) (250)

Total Costs (46,181) (48,781)

Remaining Funds for Distribution 24,219 19,619

Unsecured Claims 313,865 313,865

Dividend Distribution 8 cents / $ 6 cents / $

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Appendix C Remuneration Approval Report

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Remuneration Approval Report

TUA MOALA PTY LTD(IN LIQUIDATION) A.C.N. 151511054 (“the Company”)

This remuneration approval report provides you with the information you need to be able to make an informed decision regarding the approval of my remuneration for undertaking the Court Liquidation of Tua Moala Pty Ltd.

This report has the following information included:

Part 1: Declaration ............................................................................................................... 2

Part 2: Executive Summary .................................................................................................. 2

2.1 Remuneration Resolutions ............................................................................. …2

2.2 Disbursement Resolutions .................................................................................. 3

Part 3. Remuneration ......................................................................................................... 3

3.1 Details of remuneration ....................................................................................... 3

3.2 Total remuneration reconciliation ........................................................................ 4

3.3 Likely impact on dividends .................................................................................. 4

To date there has been no remuneration recovered from any external sources. .................. 5

Part 4: Disbursements .......................................................................................................... 5

4.1 Internal disbursement claim ............................................................................... 5

4.2 Future basis of internal disbursements ............................................................... 5

Part 5: Queries ..................................................................................................................... 6

Part 6: Approval of remuneration and internal disbursements .............................................. 6

Schedule A – Resolution 1: Table of major tasks for remuneration ...................................... 7

Schedule B – Resolution 2: Table of major tasks for remuneration ...................................... 7

What do you need to do next?

You should read this report and the other documentation that I have sent you and then attend the meeting of creditors in order to voice your opinion by casting your vote on the resolutions put to the meeting. The meeting will also give you an opportunity to ask any questions that you may have.

Alternatively, you are also able to appoint a representative to attend on your behalf by lodging a proxy form. Lodging a specific proxy form allows you to specify how your proxy must vote. Lodging a general proxy form allows your representative to choose how your vote is exercised.

Information about the meeting of creditors is provided at part 6 of this report.

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If you have any questions or need any assistance, please contact Benjamin Sanders on (07) 3222 0429 or via email on [email protected].

Part 1: Declaration

I, Cameron Crichton of Grant Thornton Australia Limited have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of Tua Moala Pty Ltd in accordance with the law and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the Court Liquidation.

Part 2: Executive Summary

2.1 Remuneration Resolutions

The total remuneration for this appointment is estimated to be $48,143.00 (excluding GST). To date, no remuneration has been approved and paid during this liquidation. This remuneration report details approval sought for the following fees:

Period Amount (excl. GST)

Resolution 1: 04 August 2017 to 19/01/2018 $38,143.00

Resolution 2: 20/01/2018 to finalisation $10,000.00

Total $48,143.00

Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the liquidation. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

Resolution 1: 04 August 2017 – 19 January 2018

“The remuneration of the Liquidator and any of the Liquidator’s partners or employees in performance of services performed from 04 August 2017 to 19 January 2018 to be fixed at $38,143.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn within four weeks of the resolution being passed.”

Resolution 2: 20 January 2018 to finalisation

“That the future remuneration of the Liquidator from 20 January 2018 to finalisation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates that will be increased at a rate of 7.5% at 1 July each year, up to a capped amount of $10,000.00 exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

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2.2 Disbursement Resolutions

The total amount of disbursements is estimated to be $638.09 (excl. GST). To date, no internal disbursements have been approved and paid in this liquidation. This remuneration report details approval sought for the following disbursements.

Period Amount (excl. GST) Disbursements 1: 04 August 2017 to 19/01/2018 $388.09

Disbursements 2:Estimate from 20/01/2018 to finalisation $250.00

Total Approval for the disbursements sought is based on an estimate of the internal disbursements necessary for the completion of the liquidation.

Resolution 3: Disbursements 04 August 2017 to 19 January 2018

“The disbursements of the Liquidator from to be fixed at the amount of $388.09 (excl. GST). Approval is given for such amounts approved to be drawn from the assets of the Company.”

Resolution 4: Disbursements: 20 January 2018 to finalisation

“Future disbursements provided by firm will be charged to the liquidation on the following basis and that the Liquidators can discharge those disbursements from the assets of the Company.”

Internal disbursements Rate (excl. GST) Courier At cost

Postage (large) $1.91 / page

Postage (small) $0.99 / page

Fax (interstate) $2 / page

Fax (local) $1 / page

Staff vehicle use $0.66 / km

Rates applicable for financial year ending 30 June 2018

Approval of the payment of these disbursements at the above rates is being sought from creditors at the meeting of creditors.

Part 3: Remuneration

3.1 Details of remuneration

I will be seeking approval of the following resolutions to approve my remuneration. Details to support these resolutions are included in section 3.2 and in the attached Schedules.

Resolution 1: 04 August 2017 – 19 January 2018

The below table sets out time charged to each major task area by staff members working on the liquidation for the period 04 August 2017 to 19 January 2018 which is the basis of the Resolution 1 claim. More detailed descriptions of the tasks performed within each task area, matching the amounts below, are contained in Schedule A.

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Resolution 2: 20 January 2018 to finalisation

The below table sets out the expected costs for the major tasks likely to be performed by the liquidator and his staff for the period 20 January 2018 to finalisation which is the basis of the Resolution 2 claim. More detailed descriptions of the tasks likely to be performed within each task area, matching the amounts below, are contained in Schedule B.

Task Area

Admin Assets Statutory Creditors Dividends

Total estimate (excl GST) $10,000.00 $2,500.00 $500.00 $1,000.00 $2,500.00 $3,500.00

GST $1,000.00

Total (Incl. GST) $11,000.00

3.2 Total remuneration reconciliation

In preparing this remuneration approval report, I have made my best estimate at what I believe the Liquidation will cost to complete and I do not anticipate that I will have to ask creditors to approve any further remuneration. However, should the Liquidation not proceed as expected, I will advise creditors and I may seek approval of further remuneration and provide details on why the remuneration has changed. Matters that may affect the progress and cost of the Liquidation include:

• Collect remaining funds from i50Four Technology Pty Ltd; • Meeting of creditors; • Dealings with any potential dividend distribution; and • Dealing with creditor queries and concerns.

The total remuneration for this appointment is within the estimate of costs provided in the Initial Remuneration Notice of $30,000 to $50,000.

3.3 Likely impact on dividends

The Corporations Act sets the order for payment of claims against the company and it provides for remuneration of the Liquidator to be paid in priority to other claims. This ensures that when there are sufficient funds, the Liquidator receives payment for the work done to recover assets, investigate the company’s affairs, report to creditors and ASIC and distribute any available funds. Even if creditors approve my remuneration, this does not guarantee that I will be paid, as I am only paid if sufficient assets are recovered.

$/Hr (excl. GST) Hrs $ Hrs $ Hrs $ Hrs $ Hrs Hrs $

600 3.6 $2,160.00 0.9 $540.00 3.1

455 9.3 $4,231.50 7.8 $3,549.00 10.3 $4,686.50 0.4 $182.00 3.2 1.2 $546.00

220 3.7 $814.00 2.0 $440.00 4.8 $1,056.00 10.3 $2,266.00

200 13.0 $2,600.00 9.2 $1,840.00 9.8 $1,960.00 0.5 $100.00 6.3 28.0 $5,600.00

195 3.3 $643.50 1.6 $312.00

135 0.3 $40.50

33.2 $10,489.50 19.9 $6,369.00 24.9 $7,702.50 0.9 $282.00 12.6 41.1 $8,724.00132.6 $38,143.00 $4,576.00

Tanya Brown Secretary 4.9 $955.50

Jena Fraser EA/PA 0.3 $40.50

Benjamin Sanders Accountant 20.8 $4,576.00

Benjamin Sanders Accountant 66.8 $13,360.00 $1,260.00

Cameron Crichton Partner 7.6 $4,560.00 $1,860.00

Colm Dolan Manager 32.2 $14,651.00 $1,456.00

Assets Creditors Employees Investigations Statutory

Employee Position Total HoursTotal Cost excl.

GST ($) $

IPAA Tasks

Administration

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Any dividend to creditors will also be impacted by the amount of assets that I am able to recover and the amount of creditor claims that are admitted to participate in any dividend, including any claims by priority creditors such as employees. The monies recovered and realised in the Liquidation to date are sufficient to cover the Liquidation costs.

3.4 Remuneration recovered from external sources

To date there has been no remuneration recovered from any external sources and I am not aware of any remuneration recoverable from any external sources.

Part 4: Disbursements

Disbursements are divided into three types:

• Externally provided professional services - these are recovered at cost. An example of an externally provided professional service disbursement is legal fees.

• Externally provided non-professional costs - these are recovered at cost. Examples of externally provided non-professional costs are travel, accommodation and search fees.

• Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis. Details of the basis of recovery of each of these costs is discussed below.

I have undertaken a proper assessment of disbursements claimed for Tua Moala Pty Ltd in accordance with the law and applicable professional standards. I am satisfied that the disbursements claimed are necessary and proper.

I will be seeking creditor approval to pay my internal disbursements from creditors.

4.1 Internal disbursement claim

The following internal disbursements have been claimed by my firm for the period from 04 August 2017 to 19 January 2018. Approval of these disbursements from creditors in the amount of $ 388.09 is being sought at a meeting of creditors,

Disbursements claimed to 19 December 2017 Basis Total ($) (excl GST)

Company search 10 searches 141.28

Postage 127.7

Photocopying 1.97

Travel Expenses Taxi, Parking & Staff Mileage 117.14

Total 388.09

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4.2 Future basis of internal disbursements

Future disbursements provided by my firm will be charged to the administration on the following basis:

Internal disbursements Rate (excl. GST) Courier At cost

Postage (large) $1.91 / page

Postage (small) $0.99 / page

Fax (interstate) $2 / page

Fax (local) $1 / page

Staff vehicle use $0.66 / km

Rates applicable for financial year ending 30 June 2018

Part 5: Queries

If you have any queries in relation to the information in this report, please contact my staff:

Contact name: Benjamin Sanders Contact number: 07 3222 0429 Email: [email protected]

You can also access information which may assist you on the following websites:

• ARITA at www.arita.com.au/creditors • ASIC at www.asic.giv.au (search for “insolvency information sheets”).

Part 6: Approval of remuneration and internal disbursements

A meeting of creditors to consider the liquidation and our remuneration will be held as follows:

Date: Thursday, 22 February 2018

Time: 2:00pm

Address: Level 18, 145 Ann St, Brisbane QLD 4000

Further meeting information, including a notice of meeting and details of the information you are required to provide if you plan to attend the meeting are in Appendix D of the Report to Creditors. To participate in this meeting, you may need to:

• Submit a proof of debt and information to substantiate your claim.

• Appoint a person – a “proxy” or person authorised under a power of attorney – to vote on your behalf at the meeting. This may be necessary if you are unable to attend the meeting, or if the creditor is a company.

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• You can appoint the chairperson of the meeting as your proxy and direct the chairperson how you wish your vote to be cast. If you choose to do this, the chairperson must cast your vote as directed.

Proof of debt and proxy forms are included with the notice of meeting. To facilitate the conduct of the meeting, completed proof of debt and, if applicable, proxy forms must be returned to our office by post, fax or email by 4:00pm Wednesday, 21 February 2018.

Schedule A – Resolution 1: Table of major tasks for remuneration

Task Area General Description Includes

Administration 33.2 hrs $10,489.50 (excl GST)

Correspondence

Initial notification to creditors

Statutory Report to creditors

With other appointment holders

Document maintenance/file review/checklist

Filing of documents

File reviews

Updating checklists

Insurance

Identification of potential issues requiring attention of insurance specialists

Correspondence with insurer regarding initial and ongoing insurance requirements

Reviewing insurance policies

Correspondence with previous brokers

Bank account administration

Preparing correspondence opening and closing accounts

Requesting bank statements

Bank account reconciliations

Correspondence with bank regarding specific transfers

Planning / Review Discussions regarding status of administration

Books and records / storage Dealing with records in storage

Sending job files to storage

Assets 19.9 hrs $6,369.00 (excl GST)

Assets subject to specific charges

All tasks associated with realising a charged asset

Investigations into PPSR charge holdings Dealings with PPSR charge holders regarding issues with realising assets

Negotiations with PPSR charge holders regarding release of security interests

Obtain legal advice from solicitors regarding PPSR charges

Debtors Correspondence with debtors

Reviewing and assessing debtors’ ledgers

Other Assets

Liaising with valuers, auctioneers and interested parties

Reviewing asset listings

Tasks associated with realising assets

Other Liaising with solicitors

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Creditors 24.9 hrs $7,702.50 (excl GST)

Creditor Enquiries, Requests & Directions

Receive and respond to creditor enquiries

Maintaining creditor request log

Review and prepare initial correspondence to creditors and their representatives

Documenting

Considering reasonableness of creditor requests

Compiling information requested by creditors

Secured creditor reporting

Notifying PPSR registered creditors of appointment

Preparing reports to secured creditor

Responding to secured creditor’s queries

Creditor reports Preparing Report by Liquidator, meeting and general reports to creditors

Dealing with proofs of debt Receipting and filing POD when not related to a dividend

Corresponding with OSR and ATO regarding POD when not related to a dividend

Meeting of 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.

Preparation and lodgement of minutes of meetings with ASIC

Responding to stakeholder queries and questions immediately following meeting

Shareholder enquiries Initial day one letters

Employees 0.9 hrs $282.00 (excl GST) Other

Correspondence with director and i50Four Technology in relation to the transfer of employees

Investigations 12.6 hrs $4,576.00 (excl GST)

Trade On Discussions with Director regarding trading position

Investigating possibility of trade on

Conducting investigation

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

Review of specific transactions and liaising with directors regarding certain transactions

Preparation of investigation file

Lodgement of investigation with the ASIC

Litigation / Recoveries

Internal meetings to discuss status of litigation

Preparing brief to solicitors

Liaising with solicitors regarding PPSR dispute

ASIC reporting Preparing statutory investigation reports

Liaising with ASIC

Page 18: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

Statutory 41.1 hrs $8,724.00 (excl GST)

ASIC reporting

Notification of appointment

Preparing BAS

Completing group certificates

Preparing statutory investigation reports

Liaising with ASIC

Disclaiming property

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524, 911 etc

Correspondence with ASIC regarding statutory forms

Total $38,143.00 (excl GST)

Schedule B – Resolution 2: Table of major tasks for remuneration

The below table provides a description of the work undertaken in each major task area for the period from 20 January 2018 to finalisation.

Task Area General Description Includes

Administration $2,500.00 (excl GST)

Document maintenance/file review/checklist

Six monthly administration reviews

Filing of documents

File reviews

Updating checklists

Bank account administration

Preparing correspondence opening 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, 524, 911 etc

Correspondence with ASIC regarding statutory forms

ATO and other statutory reporting Preparing BAS

Finalisation

Notifying ATO of finalisation

Cancelling ABN / GST / PAYG registration

Completing checklists

Finalising WIP

Planning / Review Discussions regarding status of administration

Books and records / storage Dealing with records in storage

Sending job files to storage

Assets $500.00 (excl GST) Debtors

Correspondence with debtors

Tasks associated with receiving / collecting funds

Statutory $1,000.00 (excl GST) Lodgement Lodging creditor meeting minutes

Complying with statutory Obligations

Page 19: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

Creditors $2,500.00 (excl GST)

Creditor Enquiries, Requests & Directions

Receive and respond to creditor enquiries

Maintaining creditor request log

Review and prepare correspondence to creditors and their representatives

Documenting

Considering reasonableness of creditor requests

Obtaining legal advice on requests

Documenting reasons for complying or not complying with requests or directions

Compiling information requested by creditors

Dealing with proof of debts

Receipting and filing POD when not related to a dividend

Corresponding with OSR and ATO regarding POD when not related to a dividend

Meeting of Creditors

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of

meeting and draft minutes of meeting. Preparation and lodgement of minutes of meetings

with ASIC

Responding to stakeholder queries and questions

immediately following meeting

Dividend Distribution $3,500.00 (excl GST)

Documentation/ Dealing with creditors Receipting and filing POD when related to a dividend

Calculating / Reviewing Distribution Calculating the distribution to creditors

Reviewing the calculation and making payment to creditors

Total $10,000.00 (excl GST)

Page 20: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

Appendix D Notice of Meeting and Other Meeting Information

Page 21: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

FORM 529

Subregulation 5.6.12(3)

Corporations Act 2001

NOTICE OF MEETING OF MEMBERS AND CREDITORS

TUA MOALA PTY LTD (IN LIQUIDATION)

ACN 151511054

Notice is hereby given that pursuant to section 75 (10) of the Act, a meeting of the members and

creditors of the Company will be held at King George Central, Level 18, 145 Ann Street, Brisbane, QLD

4000 on Thursday, 22 February 2018 at 2:00pm.

The purpose of this meeting is to consider:

1. Election of a chairperson

2. Declaration of Independence, Relevant Relationships and Indemnities (DIRRI)

3. The Report as to Affairs submitted by the directors.

4. The appointment of a Committee of Inspection.

5. Approve the remuneration and disbursements of the Liquidator.

6. Approve the future remuneration and disbursements of the Liquidator.

7. Receive an account of the Liquidator’s acts and dealings and of the conduct of the winding up to date.

8. Authorise the Liquidator to destroy the books and records of the Company within a period of six (6) months after dissolution of the Company.

Dated 07/02/2018

____________________________

CAMERON CRICHTON

JOINT AND SEVERAL LIQUIDATOR

Page 22: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

FORM 532

Regulation 5.6.29

Corporations Act 2001

APPOINTMENT OF PROXY

TUA MOALA PTY LTD (IN LIQUIDATION)

ACN 151511054

I/We (Note 1)__________________________________________________ (name of member/creditor)

of___________________________________________________________ (address of member/creditor)

A member/creditor of Tua Moala Pty Ltd (In Liquidation) hereby appoint

_______________________________________________________________(name of proxy) (Note 2)

or in his absence,_________________________________________________(name of alternative proxy)

As my/our special/general (Note 3) proxy to vote at the meeting of members/creditors to be held in the above matter on Thursday, 22 February 2018 at or at any adjournment thereof. If special proxy please select ONE of the following: 1. To vote on all matters arising from the meeting

AND/OR ALTERNATIVELY 2 To vote specifically in the following manner: FOR AGAINST ABSTAIN Resolution 1 “The remuneration of the Liquidator and any of the Liquidator’s partners or employees in performance of services performed from 04 August 2017 to 19 January 2018 to be fixed at $38,143.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn within four weeks of the resolution being passed.”

Resolution 2 “That the future remuneration of the Liquidator from 20 January 2018 to finalisation of the liquidation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates that will be increased at a rate of 7.5% at 1 July each year, up to a capped amount of $10,000.00 exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Resolution 3 “The disbursements of the Liquidator from 04 August 2017 to 19 January 2018 to be fixed at the amount of $388.09 (excl. GST). Approval is given for such amounts approved to be drawn from the assets of the Company.”

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Resolution 4

“Future disbursements provided by my firm will be charged to the liquidation on the following basis and that the Liquidators can discharge those disbursements from the assets of the Company:”

Internal disbursements

Rate (excl. GST)

Courier At cost

Postage (large) $1.91/page

Postage (small) $0.99/page

Fax (interstate) $2/page

Fax (local) $1/page

Staff vehicle use $0.66/km

Rates applicable for financial year ending 30 June 2018

Resolution 5 “That the Liquidator be authorised to destroy the books and records of the Company six months after the date of its deregistration subject to the consent of the Regional Commissioner of the Australian Securities & Investments Commission in accordance with Section 542(4) of the Corporations Act 2001.”

DATED this day of 2018 Signature ___________________________(Note 4)

Page 24: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

CERTIFICATE OF WITNESS (NOTE 5)

I, of , certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him before he attached his signature or mark to the instrument.

DATED this day of 2018

Signature of Witness____________________________

Description ___________________________________

Place of Residence ______________________________

NOTES: 1) If a firm, strike our “I” and set out the full name of the firm. 2) Insert the name, address and description of the person appointed. 3) If a special proxy add the words “to vote for” or the words “to vote against” and specify the particular resolution. 4) The signature of the creditor, contributory, debenture holder or member must not be attested by the person nominated as proxy. 5) This certificate is to be completed only where the person giving the proxy is blind or incapable of writing.

Proxy forms should have been completed and returned by no later than 4:00 PM on Wednesday,

21 February 2018.

RETURN TO: Tua Moala Pty Ltd (In Liquidation)

Care of: Grant Thornton Australia Limited

Address: GPO Box 1008, Brisbane QLD 4001

Phone: (07) 3222 0200

Fax: (07) 3222 0446

Page 25: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

ACN 151511054

FORM 535 Subregulation 5.6.49(2)

Corporations Act (2001)

FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM)

To the Liquidator of Tua Moala Pty Ltd (In Liquidation)

1. This is to state that the company was on, 04 August 2017 (date of court order in winding up by

the Court, or date of resolution to wind up, if a voluntary winding up), and still is, justly and

truly indebted to:

_________________________________________________________ (full name and address of the creditor and, if applicable, the creditor's partners. If prepared by

an employee or agent of the creditor, also insert a description of the occupation of the creditor)

for $_______________and______cents.

Date Consideration (state how the

Debt arose)

Amount $ c Remarks (include details of

voucher substantiating payment)

2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or

received any satisfaction or security for the sum or any part of it except for the following: (insert

particulars of all securities held. If the securities are on the property of the company, assess the

value of those securities. If any bills or other negotiable securities are held, show them in a

schedule in the following form).

Date Drawer Acceptor Amount $c Due Date

*3. I am employed by the creditor and authorised in writing by the creditor to make this statement.

I know that the debt was incurred for the consideration stated and that the debt, to the best of

my knowledge and belief, remains unpaid and unsatisfied.

*4. I am the creditor's agent authorised in writing to make this statement in writing. I know that the

debt was incurred for the consideration stated and that the debt, to the best of my knowledge

and belief, remains unpaid and unsatisfied.

...........................................

Dated

Signature

Occupation:

Address:

Page 26: Tua Moala Pty Ltd (In Liquidation) ACN 151511054 (the Company) · proposal to approve my remuneration at the meeting of creditors. I have relied on information provided from numerous

TUA MOALA PTY LTD (IN LIQUIDATION)

ACN 151511054

QUESTIONS TO BE RAISED AT THE MEETING

TO: Cameron Crichton

FAX NO: (07) 3222 0446

FROM:

CREDITOR NAME:

QUESTIONS