Question
Green Grass Fertilizers Pty Ltd (GGF) has been a manufacturer of fertilisers on the Gold Coast for ten years. GGF has two directors, Peta Bale
Green Grass Fertilizers Pty Ltd (GGF) has been a manufacturer of fertilisers on the Gold Coast for ten years. GGF has two directors, Peta Bale and Jeff Bale, husband and wife, who are also the major shareholders of GGF, each owning 50% of the GGF's shareholding.
On January10 2022 Peta and Jeff as directors of GGF approved the sale of GGF's principal asset, land and factory to a company called Sustainable Fertilisers Pty Ltd. The sole shareholder and director of Sustainable Fertilisers Pty Ltd is Peta and Jeff Bale's son, Oliver.
Sustainable Fertilisers Pty Ltd paid $750,000 for the land and factory although a recent Council valuation indicated that the unimproved value of the land was $2.5 million.
The $750,000 was then paid to Jeff as a secured creditor of GGF. Jeff's mortgage over the land and factory was then released.
On 17th June 2022 Peta and Jeff Bale as members of GGF then passed a special resolution to wind up GGF Pty Ltd and appointed Miranda as Liquidator.
Despite Peta and Jeff providing a declaration of solvency Miranda's initial investigations reveal that GGF Pty Ltd is insolvent. Miranda calls and holds a creditors meeting where the creditors pass an ordinary resolution to wind up the company and affirm her appointment as Liquidator.
Further investigations by Miranda reveal the following:
Since April 2021, GGF's sales of fertilisers have been steadily falling. A new competitor in the fertiliser market, offering 100% organic fertiliser has been steadily encroaching on GGF's market share. This has resulted in GGF's bank, ABC Ltd dishonouring GGF cheques, despite GGF renegotiating a larger bank overdraft and delaying payment of its suppliers. A number of GGF's suppliers had contacted Peta and Jeff requesting payment or they would discontinue trading.
At the time of GGF's sale of the factory and land to Sustainable Fertilisers Pty Ltd GGF's balance sheet revealed current assets of $50,000 and accounts payable of $300,000.
Miranda interviews both Peta and Jeff who explain that the transaction was part of their succession plan for their son Oliver to maintain the family business. Miranda obtains a registered valuers' appraisal, who values the factory and land at $2.6 million at the time of sale.
Based upon her investigations Miranda estimates that the unsecured creditors of GGF will receive no dividend from the Liquidation of GGF.
Advise Miranda as to whether she has any grounds to recover monies or property from Sustainable Fertilisers Pty Ltd under Part 5.7B of Corporations Act 2001? Do not discuss Unreasonable Director Related Transactions or Unfair Preference.
Please answer using the ILAC format, referring to relevant case law and sections of Corporations Act 2001 (Cth).
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