Statutory Report by Liquidator · Statutory Report by Liquidator 3 My investigations into the...

Statutory Report by Liquidator

THE BROS FOOD AND STUFF PTY LTD (IN LIQUIDATION) ACN 167 530 396 (the Company)

18 January 2019

Cameron Crichton

Liquidator

T (07) 3222 0200

E [email protected]

Statutory Report by Liquidator 2

Introduction

I refer to my initial correspondence to creditors dated 9 November 2018 in which I advised you of my

appointment as Liquidator on 19 October 2018 and your rights as a creditor in the liquidation.

The purpose of this report is to:

Provide you with an update on the progress of the liquidation;

Provide you with an estimate of the assets and liabilities of the Company;

Brief on further inquiries that need to be undertaken;

Explain the causes of failure of the Company;

Advise you of likely recovery actions; and

Advise you of the likelihood of a dividend being paid in the Liquidation.

I will also be requesting that you consider my detailed remuneration report and pass a proposal to

approve my remuneration.

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

Discussions with the Company’s Director.

Discussions with the Company Director’s advisor, Michael Durbridge.

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

Commission (“ASIC”), the Australian Business Register (“ABR”), Department of Transport and Main

Roads (“DTMR”) and the Personal Property Securities Register (“PPSR”).

The Company's MYOB books and records and Bank statements.

I have not performed an audit and reserve the right to alter my conclusions, should the underlying data

prove to be inaccurate or change materially from the date of this report.

Company Background

Company Affairs

The Company was incorporated on 14 January 2014 and the sole director of the Company since

inception is Nadine Steedman (the Director).

The Company operated hamburger restaurants at the two locations, offering both dine-in and takeaway

to their customers from two different leasehold premises:

- Harbourside Markets at 610 Oxley Drive, Biggera Waters; and

- Shop 3b/10 Eastern Road, Browns Plains.

The Browns Plains store closed in May 2018 and the Biggera Waters store was sold in August 2018.

Ms Steedman appears to be the former director and shareholder of a company called Boss Contracting

Solutions Pty Ltd, which commenced on 5 April 2016.

Causes of the Company’s Failure

The Director has stated the following reasons for the Company's financial difficulties and the ultimate

need to have the Company wound up.

Trading losses

High Level of Industry Competition


My investigations into the affairs of the Company, confirm that the Company's difficulties were brought

about by reasons identified by the Director. In addition, I also note the following:

Insufficient Working Capital

Update on the progress of the liquidation

Assets and liabilities

Attached at Appendix 1 is an analysis of the assets and liabilities of the company, and comparison to

the Report as to Affairs as provided by the director.

On 19 October 2018 a written request was issued to the Director to complete the RATA for the

Company. On 2 November 2018, the RATA was returned to me completed and subsequently lodged

with ASIC.

Sale of the Business

Prior to my appointment, on 3 August 2018, the Company entered into a contract of sale to sell the

Biggera Waters business to Sheri’s and Tahi Takeaway Pty Ltd (“Sheris”). Sheri’s is an entity

associated with the Director’s mother. The purchase price for the business was $35,970 and this

remained outstanding at the date of my appointment.

Following my appointment I inspected the Biggera Waters business and arranged for an equipment

agent (Graysonline) to inspect and value the Company’s chattel assets located at the premises. Grays

estimated that the realisable value of removable assets would be between $12k and $15k (including

GST).

I understand that all employees of the Company were employed on a casual basis and that no

outstanding claims for wages exist. Pursuant to the terms of the Contract of Sale, the purchaser

assumed employment of the Biggera Waters staff. Staff superannuation entitlements remain owed by

the Company.

The business sale consideration was received in full on 13 November 2018. My preliminary review of

the business sale suggests that challenging the business sale agreement would not improve the

outcome for creditors for the following reasons:

- I was unlikely to affect a greater recovery by selling the chattel assets;

- As a consequence of the Liquidation, the Company did not hold a formal lease of the premises;

and

- The position of continuing employees and suppliers was likely to be adversely by the closure of

the business

Motor Vehicles

Searches of the Personal Property Security Register (“PPSR”) and the Department of Main Roads

(“DTMR”) at the time of my appointment recorded the following motor vehicles as being owned and or

operated by Company:

Vehicle Description Redbook Value Grays Auction Value Payout Sale Status

2014 Nissan Navara 17,900 -20,400 15,000 16,509 N/A Disclaimed

2013 Audi Q7 29,600 - 33,400 N/A 47,109 N/A Disclaimed

2009 Hyundai i30 1,600 - 3,100 N/A N/A 3,000 Sold


As demonstrated in the above table, the valuations for both financed vehicles were significantly less

than their respective payout figures and accordingly, I disclaimed the vehicles to their financiers.

The Director communicated her desire to purchase the unencumbered Hyundai hatch-back from the

Company and offered $3,000 (ex GST) for same. I accepted this offer (which was within market range

as ascribed by www.redbook.com.au) and have received these funds.

Related Party Loan Debts

A loan account displayed in the Company’s books and records indicates a loan account to the Director

totaling c$311k. This account appears to be representative of owner drawings and other transactions

undertaken by the Director.

The Director claims the relevant value of the loan portion of this amount is c$67k under the advice of her

accountant, and that she holds insufficient assets at this time to be able to satisfy the quantum of the

debt. I am currently investigating the merit of the Director’s claim and the potential realisable value of

this loan.

Receipts and Payments to date

Attached at Appendix 2 are details of all receipts and payments in the liquidation to date.

Investigations and recovery actions

Investigations undertaken

I have commenced my initial investigations into the affairs of the Company prior to my appointment and

any potential recovery actions that may be available to the Liquidator to pursue.

To date, I have undertaken the following investigations:

Insolvent Trading

Voidable Transactions

My investigations are ongoing and I reserve the right to undertake further additional enquiries should

information become available. Pursuant to s533 of the Corporations Act 2001 (Cth) (the “Act”) I will

report any breach of the Director to ASIC.

Should it be subsequently be determined that there are potential claims against the Director, recovery of

such claims will be dependent on whether the Director is in a financial position or has the ability to meet

such claims. I have conducted a property search of the Director and her related companies which have

not identified any interests in real property.

Insolvent trading

I have reviewed both the cash flow and balance sheet tests of insolvency and have determined that the

Company likely became insolvent at least 9 months prior to my appointment based on the following

factors:

Unprofitable trading;

Net asset deficiency; and

Non-payment of statutory debt

Further analysis of the Company’s records is required to establish a definitive date of insolvency and the

total debts incurred since that date that could form an insolvent trading claim


Voidable transactions

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

uncommercial transactions, unfair loans or unreasonable director-related transactions that are

commercial to pursue.

The director has stated that no payment arrangements existed with any class of creditors. My

preliminary review of the Company’s MYOB and Bank records did not identify any evidence of

preferential payments or uncommercial transactions.

Further investigations will be conducted in this matter.

Further inquiries to be undertaken

I plan to undertake the following further investigations:

Review the director loan value, verify its accuracy and assess a recoverable value in the

Liquidation;

Complete my investigations and report to ASIC; and

Distribute funds to creditors (likely priority creditors only).

Likelihood of a dividend

The likelihood of a dividend being paid to creditors will be affected by a number of factors including:

The amount of assets realisable and the costs of realising those assets.

The value of various classes of claims including priority and unsecured creditor claims.

The volume of enquiries by creditors and other stakeholders (including ASIC).

At this stage of the liquidation, I expect that there will be sufficient funds to support a distribution to

priority creditors. If I do declare a dividend, any creditor whose claim has not yet been admitted will be

contacted and asked to submit a proof of debt.

Cost of the liquidation

As previously advised in my initial information to creditors, I have estimated that my total remuneration

for the liquidation is $10,000 to $20,000 excluding GST and disbursements.

I am seeking approval of retrospective remuneration of $11,496.50 (excl. GST) for the period 19

October 2018 to 31 December 2018, as well as prospective remuneration of $15,000.00 (excl. GST) for

the period 1 January 2019 to Finalisation. In addition, I am also seeking the approval of internal

disbursements incurred for $246.07 as well as an approval for future disbursements up to a capped

amount of $2,000.00.

Attached at Appendix 3 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.

I am seeking creditor approval of my remuneration by a proposal without a meeting.

To participate in the proposal, please complete and return the following by no later than 28 January

2019:

The “proposal without a meeting” form/s included at Appendix 4.

The “proof of debt” form included at Appendix 5 which provides information about what the

company owes you, along with supporting documents for your claim (if not returned previously).


The documents can be scanned and emailed to [email protected] or returned via post to my

firm’s address, attention Nathan Bleakley. If you choose to return these documents via post, please

ensure that you allow enough time for me to receive them by the due date.

An information sheet on “proposals without a meeting” is included at Appendix 6.

What happens next in the liquidation?

I will proceed with the liquidation, including:

Recover any further available property.

Completing my investigations into the Company’s affairs.

Completing my reporting to the corporate insolvency regulator, the Australian Securities and

Investments Commission (ASIC)

I may write to you again with further information on the progress of the liquidation.

I expect to have completed this liquidation within 6 - 12 months.

Compliance with best practice

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

specifically IPR 70-40, as well as the statements of best practice issued by the Australian Restructuring

Insolvency and Turnaround Association (ARITA) with regard to content of the Statutory Report by

Liquidator.

What to do next

You should now:

Read the report and attached information.

Determine if and how you are going to vote on the proposal.

Complete and return your proposal voting form and proof of debt by 28 January 2019.

Where can you get more information?

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

1 ARITA at www.arita.com.au/creditors

2 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 Nathan Bleakley of my

office on +61 7 3222 0449 or via email on [email protected]. There is also information about

this liquidation on my firm’s website www.grantthornton.com.au

Dated: 18 January 2019

Cameron Crichton

Liquidator

List of attachments

Appendix 1- Assets and Liabilities comparison to ROCAP

Appendix 2 - Liquidator’s receipts and payments

Appendix 3 - Remuneration Approval Report

Appendix 4 – Proposal without a meeting

Appendix 5 - Proof of Debt

Appendix 6 – Proposal without a meeting information sheet


Assets and Liabilities comparison to RATA

*MYOB records indicate outstanding superannuation payable of $72,656. We are seeking to determine

the cause of the discrepancy between this amount and the amount disclosed by the Director in the

RATA.

Appendix 1

Director's RATA Director’s ERV Liquidator’s ERV

Assets

Sale of the Business $35,970 $35,970 $35,970

Sundry Debtors $67,183 $0 Unknown

Plant and Equipment $3,000 $3,000 $3,000

Total Estimated Realisable Values $106,153 $38,970 Unknown

Liabilities

Priority Creditors 15,821 15,821 $72,656*

Shortfall to equipment finance 15,017 15,017 15,017

Unsecured creditors 437,548 437,548 Unknown

Contingent Liability 1 1 Unknown

Estimated Surplus/ (deficiency) (362,234) (429,417) Unknown


Liquidator’s receipts and payments $

Income

Sale of Business 35,970

Motor Vehicle 3,000

Total Income 38,970

Cash on Hand 38,970

Appendix 2


Remuneration Approval Report

Appendix 3

Remuneration Approval Report

The Bros Food and Stuff Pty Ltd (In Liquidation)

ACN 167 530 396 (“the Company”)

Remuneration Approval Report 1

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

The Bros Food and Stuff Pty Ltd.

This report has the following information included:

Part 1: Declaration 2

Part 2: Executive Summary 2

Part 3. Remuneration 2

3.1 Remuneration claim resolutions 2

3.2 Details of remuneration 2

3.3 Total remuneration reconciliation 3

3.4 Likely impact on dividends 3

Part 4: Disbursements 4

Part 5: Approval of remuneration and internal disbursements 5

Part 5: Approval of remuneration and internal disbursements 5

Schedule A – Resolution 1: Table of major tasks for remuneration 6

Schedule B – Resolution 2: Table of major tasks for remuneration 8

What do you need to do next?

You should read this report and the other documentation that I have sent you.

To minimise the costs in this Court Liquidation, I have elected to seek the approval of creditors for my

remuneration and internal disbursements without a meeting. Information about the proposals without a

meeting process is included at part 8 of this report.

You can cast your vote by using the included voting forms. These forms then need to be returned to my

office by post, scanned and emailed or faxed. I need to receive your forms by 28 January 2019 for your

vote to count. If you chose to use post, please allow enough time for your letter to be delivered.

If you have any questions, or need any assistance with understanding the materials I have sent to you,

please contact Nathan Bleakley on +61 7 3222 0449 or via email on [email protected].

Contents


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 The Bros Food and Stuff 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.

2 Executive Summary The total remuneration for this appointment is estimated to be $26,496.50 (excluding GST).

This is consistent with my previous estimated total remuneration.

Remuneration currently claimed is summarised below:

Period Report Reference

Amount (ex GST)

Current Remuneration claim:

Court Liquidation

Resolution 1: 19 October 2018 to 31 December 2018 3.2, Sch A $11,496.50

Resolution 2: 1 January 2019 to Finalisation 3.2, Sch B $15,000.00

Total – Court Liquidation $26,496.50

TOTAL remuneration claimed and approved

* Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the liquidation and will only be drawn to the of actual time costs actually incurred (which may be less than that specified above). Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

3 Remuneration

3.1 Remuneration claim resolutions

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 from 19 October 2018 to 31 December 2018:

“That the remuneration of the Liquidator, their partners and staff, for the period from 19 October 2018 to 31

December 2018, calculated at the hours spent at the rates detailed in the Initial Remuneration Notice provided

to creditors, is approved for payment in the amount of $11,496.50, exclusive of GST, to be drawn from

available funds immediately or as funds become available.”

Resolution 2 from 1 January 2019 to Finalisation:

“That the future remuneration of the Liquidator for the period from 1 January 2019 to Finalisation is determined

at a sum equal to the cost of time spent by the Court Liquidation and their partners and staff, calculated at the

hourly rates as detailed in the Initial Remuneration Notice provided to creditors, that may be increased at a

rate of up to 3% at 1 July each year (rounded to the nearest $10), up to a capped amount of $15,000.00,

exclusive of GST, and that the Liquidator can draw the remuneration from available funds as time is incurred

on a monthly basis or as funds become available.”

3.2 Details of remuneration

The basis of calculating the remuneration claims are summarised below and the details of the major tasks

performed and the costs associated with each of those major tasks are contained in Schedules 1 to 2.

Resolution 1 from 19 October 2018 to 31 December 2018

The below table sets out time charged to each major task area by staff members working on the Court

Liquidation for the period 19 October 2018 to 31 December 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.


Resolution 2 from 1 January 2019 to Finalisation:

The below table sets out the expected costs for the major tasks likely to be performed by the Liquidator and

my staff for the period 1 January 2019 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.

3.3 Total remuneration reconciliation

In preparing this remuneration approval report, I have made my best estimate at what I believe the Court

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 Court 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.

3.4 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.

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.

At this stage of the Liquidation, it appears likely that there will be sufficient funds to support a distribution to

priority creditors only.

Employee Position

Average

$/Hr excl.

GST

Total HrsTotal Cost

excl GST ($)Hrs ($) Hrs ($) Hrs ($) Hrs ($) Hrs ($)

Cameron Crichton Partner 600 8.3 4,980.00 4.7 2,820.00 2.4 1,440.00 0.0 - 0.4 240.00 28.2 16,880.00

Colm Dolan Manager 455 1.1 500.50 0.9 409.50 0.2 91.00 0.0 - 0.0 - 12.3 6,150.00

Barbara Proberts Paraprofessional 300 1.0 300.00 0.0 - 0.0 - 1.0 300.00 0.0 - 52.1 24,992.00

Kegan Nash Associate 275 0.2 55.00 0.0 - 0.0 - 0.0 - 0.2 55.00 101.5 28,780.50

Benjamin Sanders Associate 275 0.2 55.00 0.2 55.00 0.0 - 0.0 - 0.0 - 2.4 528.00

Nathan Bleakley Associate 220 23.0 5,060.00 1.8 396.00 9.0 1,980.00 2.7 594.00 9.3 2,046.00 0.0 -

Tanya Brown EA/PA 195 2.5 487.50 1.5 292.50 0.0 - 0.2 39.00 0.8 156.00 0.0 -

Samantha Pape EA/PA 195 0.3 58.50 0.0 - 0.0 - 0.3 58.50 0.0 - 0.0 -

Total 36.60 11,496.50 9.1 3,973.00 11.6 3,511.00 4.2 991.50 10.7 2,497.00 196.5 77,330.50

GST 1,149.65 Average hourly rate per task area ($ excl. GST)

Total (Including GST) 12,646.15 437 303 236 233 394

Task

Administration Assets Creditors Investigations Statutory

Admin Assets Creditors Dividends Investig.

Total 15,000.00 2,000.00 3,000.00 3,000.00 5,000.00 2,000.00

GST 1,500.00

Total (Including GST) 16,500.00

Task Area


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.

We have undertaken a proper assessment of disbursements claimed for The Bros Food and Stuff Pty Ltd in

accordance with the law and applicable professional standards. We are satisfied that the disbursements

claimed are necessary and proper.

We will be seeking creditor approval to pay our internal disbursements from creditors.

4.1 Internal disbursement claim

The following internal disbursements have been claimed by our firm for the period from 12 June 2017 to 31

December 2018. Approval of these disbursements from creditors in the amount of $102.41 excluding GST is

being sought at the meeting of the committee of inspection.

Disbursements claimed Basis Total (Excl GST)

ABR Searches At Cost $48.69

Express Postage $0.99/Letter x 28 Letters $27.72

Parking Expenses At Cost $36.36

Staff Vehicle Use $0.66 / km $91.74

PPSR Searches At Cost $41.56

Total $246.07

Resolution 3: Disbursements from 19 October 2018 to 31 December 2018:

“That the disbursements of the Liquidator, his partners and staff for the period 19 October 2018 to 31

December 2018 be approved in the sum of $246.07 plus GST and that the Liquidator can draw the

disbursements immediately or as required”.

4.2 Future basis of internal disbursements

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

Internal disbursements Rate (excl. GST)

Courier At Cost

Postage (large) $1.91 / letter

Postage (small) $0.99 / letter

Fax (interstate) $2.00 / page

Fax (local) $1.00 / page

Staff vehicle use $0.66 / km

Rates applicable for financial year ending 30 June 2019.

Approval of the payment of these disbursements at the above rates to a capped amount of $2,000 is being

sought at the meeting of the committee of inspection.

Resolution 4: Disbursements from 1 January 2019 to Finalisation:

“That the future disbursements of the Liquidator, his partners and staff for the period 1 January 2019 to

finalisation of the liquidation be approved to a capped amount of $2,000.00 plus GST and that the Liquidator

can draw the disbursements immediately or as required”.


5 Queries If you have any queries in relation to the information in this report, please contact Nathan Bleakley of my office

at [email protected] or on (07) 3222 0449:

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”).

6 Approval of remuneration In summary, approval of the following proposals is being sought:

Resolution 1: “That the remuneration of the Liquidator, their partners and staff, for the period from

19 October 2018 to 31 December 2018, calculated at the hours spent at the rates

detailed in the Initial Remuneration Notice provided to creditors, is approved for

payment in the amount of $11,496.50, exclusive of GST, to be drawn from available

funds immediately or as funds become available.”

Resolution 2: “That the future remuneration of the Liquidator for the period from 1 January 2019

to Finalisation is determined at a sum equal to the cost of time spent by the Court

Liquidation and their partners and staff, calculated at the hourly rates as detailed in

the Initial Remuneration Notice provided to creditors, that may be increased at a

rate of up to 3% at 1 July each year (rounded to the nearest $10), up to a capped

amount of $15,000.00, exclusive of GST, and that the Liquidator can draw the

remuneration from available funds as time is incurred on a monthly basis or as

funds become available.”

Resolution 3: “That the disbursements of the Liquidator, his partners and staff for the period 19

October 2018 to 31 December 2018 be approved in the sum of $246.07 plus GST

and that the Liquidator can draw the disbursements immediately or as required”.

Resolution 4: “That the future disbursements of the Liquidator, his partners and staff for the

period 1 January 2019 to finalisation of the liquidation be approved to a capped

amount of $2,000.00 plus GST and that the Liquidator can draw the disbursements

immediately or as required”.


Schedule A – Resolution 1: Table of major tasks for remuneration The below table provides a description of the work undertaken in each major task area for the period 19

October 2018 to 31 December 2018.

Task Area General Description Includes

Assets

11.6 hours

$3,511.00

Sale of Business Liaising with purchasers

Instructing valuers

Reviewing contract of sale

Assets subject to specific charges

Obtaining valuation of encumbered assets and determining available equity

Reviewing validity of PPSR registration and disclosing assets

Debtors Correspondence with debtors

Reviewing and assessing debtors’ ledgers

Other Assets Sale of unencumbered motor vehicle

Leasing Reviewing leasing documents

Liaising with owners/lessors

Tasks associated with disclaiming leases

Creditors

4.2 hours

$991.50

Creditor Enquiries, Requests & Directions

Receive and respond to creditor enquiries

Maintaining creditor request log

Review and prepare initial correspondence to creditors and their representatives

Reporting to creditors

Secured creditor reporting Notifying PPSR registered creditors of appointment

Statutory

10.7 hours

$2,497.00

Documents of Appointment

Preparation/review of initial day one documents

Preparation/review of initial notice

ASIC Forms Preparing, review and lodging ASIC forms

Correspondence with ASIC regarding statutory forms

Investigations

1 hour

$524.00

Conducting investigations Collection of company books and records

Reviewing company books and records

Conducting and summarising statutory searches

Administration

9.1 hours

3,973.00

Document maintenance/file review/checklist

Filing of documents

File reviews

Updating checklists

File Control Meeting with Directors

Discussion with Director and Advisors

Insurance Identification of potential issues requiring attention of insurance specialists

Correspondence with insurer regarding initial and ongoing insurance requirements

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


Schedule B – Resolution 2: Table of major tasks for remuneration The below table provides a description of the work to be undertaken in each major task area for the period 1

January 2019 to Finalisation.


Assets

$3,000.00

Debtors Correspondence with debtors

Liaising with solicitors

Other Assets Tasks associated with realising other assets

Creditors

$3,000.00

Creditor Enquiries, Requests & Directions

Receive and respond to creditor enquiries

Maintaining creditor request log

Reporting to Creditors

Creditor reports Preparing Statutory Report by Liquidator

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

Proposals to Creditors Preparing proposal notices and voting forms

Forward notice of proposal to all known creditors

Reviewing votes and determining outcome of proposal

Preparation and lodgement of proposal outcome with ASIC

Investigation

$2,000.00

Conducting investigation Collection of company books and records

Correspondence with ASIC to receive assistance in obtaining reconstruction of financial statements, company’s books and records and Report as to Affairs

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

Review of specific transactions and liaising with directors regarding certain transactions

Liaising with directors regarding certain transactions

Preparation of investigation file

Preparation and lodgement of supplementary report if required

ASIC reporting Preparing statutory investigation reports

Preparing affidavits seeking non-lodgement assistance

Liaising with ASIC

Dividend

$5,000.00

Processing proofs of debt Preparation of correspondence to potential creditors inviting lodgement of POD

Receipt of POD

Maintain POD register

Adjudicating POD

Request further information from claimants regarding POD

Lodgement of investigation with ASIC



Preparation of correspondence to claimant advising outcome of adjudication

Dividend procedures Preparation of correspondence to creditors advising of intention to declare dividend

Advertisement of intention to declare dividend

Obtain clearance from ATO to allow distribution of company’s assets

Preparation of dividend calculation

Preparation of correspondence to creditors announcing declaration of dividend

Advertise announcement of dividend

Preparation of distribution

Preparation of dividend file

Preparation of payment vouchers to pay dividend

Preparation of correspondence to creditors enclosing payment of dividend

Administration

$2,000.00

Correspondence

Document maintenance/file review/checklist

First month, then six monthly administration reviews

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

ATO and other statutory reporting

Notification of appointment

Preparing BAS

Completing group certificates

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

Report title 11

Proposal without a meeting

Appendix 4

Friday, 18 January 2019

NOTICE OF PROPOSAL TO CREDITORS

THE BROS FOOD AND STUFF PTY LTD (IN LIQUIDATION) ACN 150 851 095 (“the Company”)

Proposal for creditor approval “That the remuneration of the Liquidator, their partners and staff, for the period from 19 October 2018 to 31

December 2018, calculated at the hours spent at the rates detailed in the Initial Remuneration Notice

provided to creditors, is approved for payment in the amount of $11,496.50, exclusive of GST, to be drawn

from available funds immediately or as funds become available.”

Reasons for the proposal and the likely impact on creditors if passed The proposal is a request to creditors for approval of my retrospective remuneration. If my remuneration is approved, I will draw these funds from current and future funds available. This will reduce the dividend payable to creditors of the Company. Failure to approve remuneration via circular resolution means that I shall be required to call a meeting of creditors to seek approval of my remuneration. This action will result in additional fees and costs for which I shall seek approval.

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 by the Court 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 have enclosed 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, relationship: .

Address: ____________

Name of creditor / authorised person: _________________________

Signature: Date:

Please complete this document and return with any supporting documents by no later than 28 January 2018 for your vote to be counted, by email to Nathan Bleakley at [email protected]. If

you have any questions please call (07) 3222 0449. Completed forms may also be sent by post attention to Nathan Bleakley at GPO Box 1008, Brisbane QLD 4001, although you should ensure this is sent with sufficient time to arrive by the date the vote closes, which I cannot guarantee.




Proposal for creditor approval “That the future remuneration of the Liquidator for the period from 1 January 2019 to Finalisation is

determined at a sum equal to the cost of time spent by the Court Liquidation and their partners and staff,

calculated at the hourly rates as detailed in the Initial Remuneration Notice provided to creditors, that may be

increased at a rate of up to 3% at 1 July each year (rounded to the nearest $10), up to a capped amount of

$15,000.00, exclusive of GST, and that the Liquidator can draw the remuneration from available funds as

time is incurred on a monthly basis or as funds become available.”

Reasons for the proposal and the likely impact on creditors if passed The proposal is a request to creditors for approval of my prospective remuneration. If my remuneration is approved, I will draw these funds from current and future funds available. This will reduce the dividend payable to creditors of the Company. Failure to approve remuneration via circular resolution means that I shall be required to call a meeting of creditors to seek approval of my remuneration. This action will result in additional fees and costs for which I shall seek approval.






Creditor details




Address: ____________


Signature: Date:






Proposal for creditor approval “That the future disbursements of the Liquidator, his partners and staff for the period 1 January 2019 to

finalisation of the liquidation be approved to a capped amount of $2,000.00 plus GST and that the Liquidator

can draw the disbursements immediately or as required”. Reasons for the proposal and the likely impact on creditors if passed The proposal is a request to creditors for approval of my internal disbursements. If my disbursements is approved, I will draw these funds from current and future funds available. This will reduce the dividend payable to creditors of the Company. Failure to approve disbursements via circular resolution means that I shall be required to call a meeting of creditors to seek approval of my disbursements. This action will result in additional fees and costs for which I shall seek approval.






Creditor details




Address: ____________


Signature: Date:


you have any questions please call (07) 3222 0449. Completed forms may also be sent by post attention to Nathan Bleakley at GPO Box 1008, Brisbane QLD 4001, although you should ensure this is sent with sufficient time to arrive by the date the vote closes, which I cannot guarantee. Friday, 18 January 2019



Proposal for creditor approval “That the disbursements of the Liquidator, his partners and staff for the period 19 October 2018 to 31

December 2018 be approved in the sum of $246.07 plus GST and that the Liquidator can draw the

disbursements immediately or as required”.

Reasons for the proposal and the likely impact on creditors if passed The proposal is a request to creditors for approval of my internal disbursements. If my disbursements is approved, I will draw these funds from current and future funds available. This will reduce the dividend payable to creditors of the Company. Failure to approve disbursements via circular resolution means that I shall be required to call a meeting of creditors to seek approval of my disbursements. This action will result in additional fees and costs for which I shall seek approval.






Creditor details




Address: ____________


Signature: Date:



Report title 12

Proof of Debt

Appendix 5

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

ACN 167530396

FORM 535 Subregulation 5.6.49(2)

Corporations Act (2001)

FORMAL PROOF OF DEBT OR CLAIM

(GENERAL FORM)

To the Liquidator of The Bros Food and Stuff Pty Ltd (In Liquidation)

1. This is to state that the company was on Friday, 19 October 2018 (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.

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

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

remains unpaid and unsatisfied.

........................................... Dated

Signature

Occupation:

Address

Proof of Debt Reference:

[Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389] ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.

© 2019 Grant Thornton International Ltd. Grant Thornton International Ltd (GTIL) and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered independently by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate, one another and are not liable

for one another's acts or omissions.

grantthornton.com.au © 2019 Grant Thornton Australia Limited.

Proposal without a notice – Information Sheet

Appendix 6

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 may be a creditor in a liquidation, voluntary administration or deed of company arrangement

(collectively referred to as an external administration).

You have been asked by the liquidator, voluntary administrator or deed administrator (collectively

referred to as an external administrator) 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.

Meetings of creditors were previously the only way that external administrators could obtain the views

of the body of creditors. However, meetings can be very expensive to hold.

A proposal without a meeting is a cost effective way for the external administrator to obtain the consent

of creditors to a particular course of action.

The external administrator is able to put a range of proposals 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 external administrator can send more than one notice at any 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 period of at least 15 business days for replies to be received by the external

administrator.

If you wish to vote or object, you will also need to lodge a Proof of Debt (POD) to substantiate your

claim in the external administration. The external administrator 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 external administrator 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.

What types of proposals can be put to creditors?

What information must the notice contain?

What is a proposal without a meeting?

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

22302 - INFO - Proposals information sheet v1_0.docx Version: July 2017

For example, if the external administrator 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

external administrator’s remuneration for undertaking the external administration has been calculated.

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 external administrator can choose to

amend the proposal and ask creditors to consider it again or the external administrator can choose to

hold a meeting of creditors to consider the proposal.

The external administrator 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 vote yes. The external

administrator 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 additional costs associated with

convening a meeting of creditors or the external administrator seeking the approval of the Court. This

cost will normally be paid from the available assets in the external administration.

This is an important power and you should ensure that it is used appropriately.

The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides information to

assist creditors with understanding external administrations and insolvency.

This information is available from ARITA’s website at artia.com.au/creditors.

ASIC also provides information sheets on a range of insolvency topics. These information sheets can

be accessed on ASIC’s website at asic.gov.au (search for “insolvency information sheets”).

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?

Statutory Report by Liquidator · Statutory Report by Liquidator 3 My investigations into the...

Documents

Transcript of Statutory Report by Liquidator · Statutory Report by Liquidator 3 My investigations into the...