← All cases

[2025] NSWSC 211

PNR International Pty Ltd ACN 085 194 092 v CII Group Pty Ltd ACN 106 253 310 (No 5)

Direction pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations), Schedule 2 of the Corporations Act 2001 (Cth), that the Provisional Liquidators are justified and acting reasonably in paying sums to Quay Group Pty Ltd and Westport Pty Ltd

Catchwords

CORPORATIONS – winding up – liquidators – powers – company holding rental collections on behalf of third parties – where provisional liquidators have determined that company has no entitlement to funds – where potential dispute about that matter – whether provisional liquidators justified and acting reasonably in paying the funds to those third parties

Legislation cited

  • Corporations Act 2001 (Cth)

Judgment

  1. [1]

    The provisional liquidators of Crown Group Properties Pty Ltd, the 28th defendant in these proceedings, seeks a direction under s 90-15 of the Insolvency Practice Schedule (Corporations), [1] that they would be justified and acting reasonably in paying:

  2. [2]

    Quay Group and Westport are also parties to these proceedings.

  3. [3]

    The proceedings in substance involve a dispute between the second plaintiff, Mr Paul Sathio, and the second defendant, Mr Iwan Sunito, concerning the management of the "Crown Group" of companies. Crown Group Properties Pty Ltd is or was a member of the Crown Group. Quay Group and Westport were not members of the Crown Group, but participated in similar activities to the Crown Group in relation to other entities associated with Mr Sathio and Mr Sunito. Mr Sathio and Mr Sunito, the principal protagonists in these proceedings, are also directors of Quay Group and Westport along with Mr Anthony Sun.

  4. [4]

    The provisional liquidators have reviewed the books and records of Crown Group Properties Pty Ltd and have concluded that:

    1. (1)

      the two sums proposed to be paid represent rent collected by Crown Group Properties Pty Ltd, prior to the appointment of the provisional liquidators, on behalf of Quay Group and Westport in relation to properties owned by those two companies at Five Dock and Strathfield; and

    2. (2)

      Crown Group has no entitlement to the funds.

  5. [5]

    On 7 February 2025, the provisional liquidators, by their solicitors, wrote to the respective solicitors for Messrs Sathio and Sunito seeking their consent to payment of the sums in question to the trust account of Vincent Young, the solicitor acting for Quay Group and Westport.

  6. [6]

    Only Mr Sunito indicated his opposition by sending an email to the provisional liquidators on 13 February 2025 in the following terms:

  7. [7]

    I cannot see how any dispute concerning Vincent Young's retainer could have any bearing on whether I should make the orders now proposed.

  8. [8]

    The provisional liquidators seek the Court's direction because of the ongoing disputation between Messrs Sathio and Sunito which, as Mr Sathio's communication suggests, has spilled over into the affairs of Quay Group and Westport.

  9. [9]

    Quay Group is in urgent need for $153,041.10 to meet obligations due to a creditor Rainfall Pty Ltd, which fall due at 5pm today.

  10. [10]

    Mr Ng SC, who appears for Quay Group and Westport, informed me that, although the orders that I am asked to make do not require this, it is the provisional liquidators' intention to pay the sums referred to above, other than the $153,041.10, into Vincent Young's trust account. That is not a requirement of the orders that the provisional liquidators seek and nothing in these reasons should be taken as the Court expressing any view about the appropriateness of that.

  11. [11]

    In those circumstances, I make these orders:

    1. (1)

      Vacate the listing on 14 March 2025.

    2. (2)

      Direct pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations) (IPS), Schedule 2 of the Corporations Act 2001 (Cth), that the Provisional Liquidators are justified and acting reasonably in paying $531,074.81 to Quay Group Pty Ltd (Quay Group) and Westport Pty Ltd (Westport) as follows:

    3. (3)

      The Court further directs, pursuant to section 90-15 of the IPS, that the Provisional Liquidators of CGP are justified and acting reasonably in paying, on behalf of Quay Group, the sum of $153,041.10 to Rainfall Pty Ltd by 5pm on 12 March 2025, which sum shall be treated as forming part of any payment to Quay Group made in accordance with order 2(a) above.

    4. (4)

      The Provisional Liquidators' costs of this application be costs in the provisional liquidation of Crown Group Properties Pty Ltd (provisional liquidators appointed).

    5. (5)

      Reserve liberty to the Australian Securities and Investments Commission to apply to vary or discharge these orders, such liberty to be exercised by 5:00 pm on 17 March 2025.

    6. (6)

      The Provisional Liquidators of Crown Group Properties Pty Ltd (in prov liq) give notice of the making of these orders to the Australian Securities and Investments Commission as soon as practicable and, in any event, by 4:00 pm on 13 March 2025.

Unofficial copy. Source: NSW Caselaw. Refer to the official version for authoritative text.