Circular to Creditors Wine Investment Services Pty Ltd ACN 121 915 366 (Receivers and Managers Appointed) (In Liquidation) (“the Company”) I advise that Chris Honey and I were appointed Joint & Several Liquidators of the above Company on 10 October 2013. Meeting of Creditors The meeting will be held on Friday 25 October 2013 at 9:30 AM at Cliftons, Level 13, 60 Margaret Street, Sydney NSW 2000. Accordingly, I attach: + a statutory notice convening the meeting (Form 529); + a list of creditors of the Company; + information for attending and voting at a meeting of creditors; + a Proof of Debt form (Form 535), along with an information sheet to assist you to complete the form; + a Proxy form (Form 532) and instructions; and + a Committee of Inspection authorisation of representation form and Confidentiality Acknowledgement. Attendance and voting requirements Creditors who intend to vote at the meeting are requested to lodge a proof of debt with my office by 5 pm, Wednesday 23 October 2013. Creditors who are unable to attend the meeting and wish to be represented, should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative pursuant to Section 250D of the Corporations Act 2001 (“the Act”) is validly completed and provided to me prior to the meeting. If a faxed copy of a proxy or power of attorney is provided to me prior to the meeting, the original of the instrument must be received within 72 hours of receipt of the faxed copy. Alternatively, proxy forms can be emailed to [email protected]Proxy forms lodged via email must be validly executed by signing and scanning the completed form. Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation, or appointed as a company representative pursuant to Section 250D of the Act. Summary of Affairs of the Company We have requested that the officers of the Company provide us with a Report as to Affairs of the Company. We are yet to receive this report but once we do, we will provide it to creditors. Declaration of Independence, Relevant Relationships and Indemnities In accordance with Section 506A of the Corporations Act 2001 and Section 506A of the Act and the Insolvency Practitioners’ Association of Australia (“IPA”) Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities is enclosed for your information. This declaration discloses information regarding our independence, any prior personal or professional relationships with the company or related parties and any indemnities received in relation to this appointment. D14-131011-DAVITLT01-Circular to Creditors 1st Meeting-JT
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Circular to Creditors Wine Investment Services Pty Ltd ACN ... · Circular to Creditors . Wine Investment Services Pty Ltd ACN 121 915 366 (Receivers and Managers Appointed) (In Liquidation)
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I advise that Chris Honey and I were appointed Joint & Several Liquidators of the above Company on 10 October 2013.
Meeting of Creditors
The meeting will be held on Friday 25 October 2013 at 9:30 AM at Cliftons, Level 13, 60 Margaret Street, Sydney NSW 2000. Accordingly, I attach:
+ a statutory notice convening the meeting (Form 529);
+ a list of creditors of the Company;
+ information for attending and voting at a meeting of creditors;
+ a Proof of Debt form (Form 535), along with an information sheet to assist you to complete the form;
+ a Proxy form (Form 532) and instructions; and
+ a Committee of Inspection authorisation of representation form and Confidentiality Acknowledgement.
Attendance and voting requirements
Creditors who intend to vote at the meeting are requested to lodge a proof of debt with my office by 5 pm, Wednesday 23 October 2013. Creditors who are unable to attend the meeting and wish to be represented, should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative pursuant to Section 250D of the Corporations Act 2001 (“the Act”) is validly completed and provided to me prior to the meeting. If a faxed copy of a proxy or power of attorney is provided to me prior to the meeting, the original of the instrument must be received within 72 hours of receipt of the faxed copy. Alternatively, proxy forms can be emailed to [email protected] Proxy forms lodged via email must be validly executed by signing and scanning the completed form.
Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation, or appointed as a company representative pursuant to Section 250D of the Act.
Summary of Affairs of the Company
We have requested that the officers of the Company provide us with a Report as to Affairs of the Company. We are yet to receive this report but once we do, we will provide it to creditors.
Declaration of Independence, Relevant Relationships and Indemnities
In accordance with Section 506A of the Corporations Act 2001 and Section 506A of the Act and the Insolvency Practitioners’ Association of Australia (“IPA”) Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities is enclosed for your information.
This declaration discloses information regarding our independence, any prior personal or professional relationships with the company or related parties and any indemnities received in relation to this appointment.
D14-131011-DAVITLT01-Circular to Creditors 1st Meeting-JT
The Joint & Several Liquidators’ remuneration can only be fixed by resolution of creditors, a resolution of a committee of inspection or by application to the Court. Approval will be sought in advance for the Liquidators’ remuneration in the sum of $100,000 exclusive of GST, at the abovementioned meeting of creditors.
As outlined, remuneration can and will only be drawn on the basis of the time actually expended.
In accordance with Section 499 of the Act and the IPA’s Code of Professional Practice, a Schedule of Remuneration Methods and Hourly Rates and detailed Remuneration Report is also enclosed for your information. The amount of approval sought is for the scope of works as listed in the attached remuneration report.
Committee of Inspection
A person may only serve as a member of the Committee of Inspection if the person is:
a) a creditor of the company personally; or
b) the attorney of the creditor under a general power of attorney; or
c) authorised in writing by the creditor.
Corporate creditors should note that any authorisation for a specified individual to represent that corporate creditor on the Committee of Inspection (should one be elected) is required to be executed in the same manner as a proxy.
For further information about this engagement, please refer to the website www.mcgrathnicol.com
A copy of the “Insolvency information for directors, employees, creditors and shareholders” information sheet issued by the Australian Securities & Investments Commission (“ASIC”) is enclosed for your information.
If you require any further information, please contact Johnathon Tawil of my staff on 02 9338 2607. Dated: 17 October 2013
Shaun Fraser Joint & Several Liquidator Enclosures: Statutory notice to convene the meeting List of creditors Information for attending and voting at a meeting of creditors Proof of Debt form with instructions for its completion Proxy form and instructions Declaration of Independence, Relevant Relationships and Indemnities Schedule of Remuneration Methods and Hourly Rates Remuneration Report ASIC “Insolvency information for directors, employees, creditors and shareholders” information sheet Committee of Inspection and Confidentiality Agreement
Notice is given that a meeting of the creditors of the Company will be held at Cliftons, Level 13, 60 Margaret Street, Sydney NSW 2000 at 9:30 AM on Friday, 25 October 2013. 1. To consider any matters arising out of the Liquidation and the report by the Liquidators. 2. To approve the remuneration of the Liquidators. Dated 17 October 2013.
Shaun Fraser Joint & Several Liquidator
McGrathNicol Level 31, 60 Margaret Street, Sydney NSW 2000
General Information for Attending and Voting at Meetings of Creditors
Time and Place of Meeting
Pursuant to Corporations Regulation (“Regulation”) 5.6.14 a meeting of creditors must be convened at a time and place most convenient for the majority of creditors entitled to receive notice of the meeting.
Quorum
+ Pursuant to Regulation 5.6.16 a meeting must not act for any purpose except:
- the election of a chairperson; and - the proving of debts; and - the adjournment of the meeting:
unless a quorum is present.
+ A quorum is deemed to be present if at least 2 (two) creditors are present at the meeting in person, by proxy, by power of attorney or participating by telephone.
+ A meeting is sufficiently constituted if only one person is present in person if the person represents personally or by proxy or otherwise a number of persons sufficient to constitute a quorum.
Chairperson
Pursuant to Section 497(8) of the Corporations Act 2001, the creditors may appoint one of their number or the director who attends the meeting as Chairperson of the meeting.
Voting
+ Pursuant to Regulation 5.6.23 creditors will not be eligible to vote at the meeting unless they have lodged particulars of their debt or claim prior to or at the meeting.
+ Accordingly, creditors who intend to vote at the meeting should ensure that they lodge a formal proof of debt with the company prior to or at the meeting.
+ Pursuant to Regulation 5.6.19 all resolutions put to the meeting will be decided on the voices unless a poll is demanded, before or on the declaration of the result of the voices.
A poll may be demanded by:
- the chairperson; or - at least 2 (two) persons present in person, by proxy, by power of attorney or
participating by telephone and entitled to vote at the meeting; or - a person present in person, by proxy, by power of attorney or participating by
telephone and representing not less than 10% of the total voting rights of all persons entitled to vote at the meeting.
+ Pursuant to Regulation 5.6.21, should a poll be demanded:
- a resolution will be carried if a majority in number and a majority in value vote in favour of the resolution; and
- a resolution will be lost if a majority in number and a majority in value vote against the proposed resolution.
In the event of a deadlock, the chairperson may exercise a casting vote. In such situations, the minutes of the meeting must specify the chairperson’s reasons for exercising, or not exercising, their casting vote.
Proxies
+ Pursuant to Regulation 5.6.28 creditors who are entitled to attend and vote at the meeting may appoint a natural person over the age of 18 years as their proxy to attend and vote at the meeting on their behalf.
Accordingly, creditors who are unable to attend the meeting but who wish to be represented should ensure that a validly executed proxy form is lodged with the company prior to or at the meeting.
+ Pursuant to Regulations 5.6.28 and 5.6.36A creditors may lodge a facsimile copy of a proxy form with the company prior to the meeting, however, the original of the instrument must be received by the company within 72 hours of receipt of the faxed copy.
+ Pursuant to Regulations 5.6.28, 5.6.29 and 5.6.31 creditors may lodge a proxy form with the company prior to the meeting by electronic means, however electronic lodgement will only be possible where the convenor has specified an electronic address or other electronic means on the proxy form. Proxy forms lodged via electronic means must be validly executed by signing and scanning the form.
+ Pursuant to Regulation 5.6.32 a person may, should they so desire, appoint the Chairperson by name or by reference to his or her office to act as his, her or its general or special proxy.
+ Pursuant to Regulation 5.6.33 special proxies, but not general proxies, can be used to vote in favour of any resolution that would directly or indirectly place the holder of the proxy (or any partner or employee of that person) in a position to receive any remuneration out of the assets of the company, except as an ordinary unsecured creditor.
Corporate Creditors
Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation.
Alternatively, Section 250D of the Corporations Act 2001 provides that a corporation may, by resolution of its board, provide a standing authority for a specified person to represent the corporation at specified meetings of creditors. A copy of any such resolution should be provided to the company prior to or at the meeting.
Committee of Inspection
Pursuant to Section 548 of the Corporations Act 2001, a person may only serve as a member of a Committee of Inspection if the person is:
+ a creditor or contributory of the company personally; or
+ the attorney of a creditor or contributory under a general power of attorney; or
+ authorised in writing by a creditor or contributory.
Page 2
Corporate creditors who are members of a Committee of Inspection may be represented by:
+ an officer or employee of the member; or
+ an individual authorised in writing by the member to represent the member on the committee.
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Australian Company Number: 121 915 366
FORM 535 Subregulation 5.6.49(2)
Corporations Act (2001)
FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM)
To the Liquidators of:Wine Investment Services Pty Ltd (In Liquidation) 1. This is to state that the company was on 10 October 2013 (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.
I/We (1) _____________________________________________________________________________ of _________________________________________________________________________________________________ a creditor/member of Wine Investment Services Pty Ltd (Receivers and Managers Appointed) (In Liquidation) appoint (2)_____________________________________________ or in his/her absence (3) _____________________________________________as my/our general/special proxy to vote at the meeting of creditors to be held on 25 October 2013 at 9:30 AM or at any adjournment of that meeting. DATED this ___________ day of ________________________ 20 (4) Signature ___________________________________ CERTIFICATE OF WITNESS - only complete if the person given the proxy is blind or incapable of writing. 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 ________________________ 20 Signature of witness ___________________________________
Description ___________________________________
Place of residence ___________________________________
___________________________________
Notes: (1) If a firm strike out "I" and set out the full name of the firm. (2) Insert the name 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) If the creditor is a sole trader , sign in accordance with the following example: “A.B., proprietor”. If the creditor is a partnership, sign in accordance with the following example: “A.B., a partner of the said firm.” If the creditor is a company, then the form of proxy must be under its Common Seal or under the hand of some officer duly
authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: “for the company, A.B.” (duly authorised under the Seal of the Company).
Proxy forms should have been completed and returned by no later than 5pm on 23 October 2013 to be eligible to vote at the meeting. RETURN TO: Wine Investment Services Pty Ltd of care of McGrathNicol Address: GPO Box 9986, Sydney NSW 2001 Phone: +61 2 9338 2600 Fax: +61 2 9338 2699
Glossary 3(h)(c) - Instructions for Proxy_20130820_15_45
Proxy
Notes for your Guidance
+ Insert full name and address of creditor, contributory or member on the top line.
+ On the second line, insert the name of the person you appoint as your proxy. You may insert “the Chairperson of the meeting” if you wish.
+ On the next line insert the organisation the proxy holder represents or works for (not required if the Chairperson is your proxy).
+ You may appoint an alternate proxy on the fourth line who may act if your first appointed proxy cannot attend the meeting. You may insert “the Chairperson of the meeting” if you wish.
+ If the proxy is a general proxy the form requires no addition.
+ If the proxy is a special proxy the form must include instructions regarding the use of the proxy (i.e. details of the resolution and whether the proxy holder is to cast a vote in favour or against the resolution or abstain from voting).
+ Date and sign the Proxy form using one of the following various forms of execution:
- Sole Trader - Sign the proxy yourself.
- Partnership - e.g. sign - “Smith & Associates Per John Smith - Partner”
- Company - (i) By a director or secretary, e.g. “J Smith – Director”. (ii) By a person duly authorised to sign on behalf of the
company, e.g.
“Smith & Sons Pty Ltd. ACN: ______________ Per: J Smith A person duly authorised to sign on the company’s behalf”. OR
“Smith & Sons Pty Ltd. ACN: ______________ By its duly constituted attorney J Smith”.
NB: If signing on behalf of a company the following example is not sufficient: ”Smith & Sons Pty Ltd. ACN: _______________ Per: J Smith”
+ “Certificate of Witness” is only to be used where the Proxy is being completed on behalf of a person who is blind or incapable of writing. In all other cases a witness to the signature of the person appointing the Proxy is not required and you may ignore the section headed “Certificate of Witness”.
Declaration of Independence, Relevant Relationships and Indemnities Wine Investment Services Pty Ltd ACN 121 915 366 (In Liquidation) (“Wine Investment Services”)
The Corporations Act 2001 and professional standards require the Practitioner/s appointed to an insolvent entity to make a declaration as set out in this document as to:
A. Their independence generally;
B. Relationships, including:
a. the circumstances of the appointment;
b. any relationships with the Insolvent and others within the previous 24 months;
c. any prior professional services for the Insolvent within the previous 24 months;
d. that there are no other relationships to declare; and
C. Any indemnities given, or up-front payments made, to the Practitioner.
The following declaration addresses these issues and is made on behalf of ourselves, our partners and the firm McGrathNicol:
A Independence
We, Shaun Fraser and Chris Honey of the firm McGrathNicol have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Liquidators of the Wine Investment Services in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any reasons that would prevent us from accepting this appointment.
B Declaration of Relationships
(i) Circumstances of appointment
Wine Investment Services is linked to companies associated with or controlled by Mr David James. The majority of these companies are in external administration or subject to recovery action from secured creditors.
We were appointed as Liquidators of Wine Investment Services in accordance with section 495 of the Corporations Act 2001 (“the Act”) by the sole member of the Company, Rugama Trading Pty Ltd (Receivers and Managers Appointed)(In Liquidation)(“Rugama”) on 10 October 2013.
The Australia and New Zealand Banking Group Limited (“ANZ”) holds a charge over the assets of Rugama, including its shares, and appointed Greg Hall and David Merryweather of PriceWaterhouseCoopers as Receivers and Managers on 19 August 2013. We were also appointed as administrators of Rugama by the ANZ, as the substantial secured creditor on 19 August 2013 in accordance with section 436C(1) of the Act. We were subsequently appointed Liquidators of Rugama by resolution of creditors on 18 September 2013.
We had several telephone discussions with Messers Hall and Merryweather prior to our appointment for the purposes of confirming that we did not have a conflict of interest and were able to act as liquidators. During these discussions we also considered the means of instituting the engagement and obtained a general background of regarding the circumstances of Wine Investment Services.
We received no remuneration for these attendances and advice.
In addition, we confirm that we had no meetings with Wine Investment Services and we did not receive any remuneration from the Company prior to our appointment.
These discussions nor the circumstances of the appointment do not affect our independence for the following reasons:
1. The matters discussed were limited to a general overview of position of Wine Investment Services and the scope of the proposed appointment, which was necessary for the purposes of planning for the conduct of the liquidation.
2. Being liquidators of Rugama does not prevent us from being able to fully comply with the statutory and fiduciary obligations associated with the liquidation of Wine Investment Services in an objective and impartial manner as there do not appear to be any issues in dispute between the companies and we will continue to monitor this and act accordingly should the position change during the course of both liquidations. This matter is considered further in Part D.
As such, we consider the above circumstances do not compromise our independence.
(ii) Relevant Relationships (excluding Professional Services to the Insolvent)
We, or a member of our firm, have, or have had within the preceding 24 months, a relationship with:
Name Nature of relationship Reasons why no conflict of interest or duty
Rugama
Rugama is the holding company of Wine Investment Services, holding 100% of its shares. We were appointed as Liquidators of Rugama on 18 September 2013.
We have considered the relationship between Rugama and Wine Investment Services and concluded that this does not constitute a threat to our independence on either engagement as there do not appear to be any issues in dispute between the companies that would be within the remit of the liquidator to resolve. This is because the majority of the companies have their assets fully secured and a receiver has been appointed to enforce that security. We will continue to monitor this and act accordingly should the position change during the course of both liquidations.
(iii) Prior Professional services to the Insolvent
Neither we, nor our firm, have provided any professional services to Wine Investment Services in the previous 24 months.
(iv) No other relevant relationships to disclose
There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with the Company, an associate of the Company, a former insolvency practitioner appointed to the Companies or any person or entity that has a charge on the whole or substantially whole of the Company property that should be disclosed.
C Indemnities and up-front payments
We have not been indemnified in relation to this liquidation, other than any indemnities that we may be entitled to under statute and we have not received any up-front payments in respect of our remuneration or disbursements.
D Appointments to Members of a Corporate Group
We were appointed as Voluntary Administrators on 19 August 2013 to five companies controlled by Mr David James as the sole Director. Three are in a group of companies (Rugama Trading Pty Ltd ACN 135 068 147, TLT Nominees Pty Ltd ACN 133 250 307 and Newcastle Liquor Wholesalers Pty Ltd ACN 135 338 635), whilst the other two companies (James Australia Group Pty Ltd ACN 000 975 191 and Print National Nominees Pty Ltd ACN 098 730 431) are standalone entities owned by the same shareholder. We were subsequently appointed as Liquidators of the above companies by a resolution of creditors of the companies on 18 September 2013. Greg Hall and David Merryweather of PWC are Receivers of all five companies.
As noted above, Rugama is the sole member of Wine Investment Services.
It appears likely that a dispute may exist between Wine Investment Services and other companies associated with or controlled by Mr David James in relation to ownership of wine stock. It appears that a dispute will be between the Liquidators of Wine Investment Services (where there is no secured creditor) and Receivers appointed to these other entities as the assets in contention are secured (other than in the case of Wine Investment Services). It also appears that the customers of Wine Investment Services may have a claim on certain wine stock.
In none of these instances will the dispute require a competing adjudication by us in our capacity as liquidators of the various David James group entities described above.
The Liquidators are of the view that the appointment to various members of the David James companies, including Wine Investment Services, will have significant benefits to the conduct of the liquidations, particularly in that this will provide for cost-savings and enable as accurate as possible a view to be obtained of the activities and financial position of Wine Investment Services as a whole. The Liquidators are also aware that there may be inter-company transactions within the group, but at this time are not aware of any potential conflicts of interest arising from the appointments over the various group members as a result of inter-company transactions. This is principally because other than in Wine Investment Services, there are no companies to which we have been appointed liquidator that have any unsecured assets and receivers representing the secured creditors are acting to realise the secured assets. However, to the extent it becomes apparent that pre-appointment dealings between Wine Investment Services and any other member of the group that we have been appointed liquidators to, may give rise to a conflict which may impact the outcome for creditors of the Wine Investment Services, then the Liquidators undertake to disclose any such conflicts to the creditors and seek the means of resolving the potential conflict, including, if necessary, by way of a directions application to the Court.
If the circumstances change, or new information is identified, we are required under the Corporations Act 2001, the IPA Code of Professional Practice and APES 330 to update this Declaration and provide a copy to the creditors/Committee with our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent’s creditors/Committee.
Any relationships, indemnities or up-front payments disclosed in the Declaration of Independence, Relevant Relationships and Indemnities (“DIRRI”) must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.
Please note that the presentation of the above information is in accordance with the standard format suggested by the Insolvency Practitioners Association of Australia.
Schedule of Remuneration Methods and Hourly Rates - Wine 1
SCHEDULE OF REMUNERATION METHODS AND HOURLY RATES
Remuneration Methods
Four basic methods can be used to calculate the remuneration charged by an insolvency practitioner. They are:
+ Time based/hourly rates - This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work multiplied by the number of hours spent by each person on each of the tasks performed.
+ Fixed Fee - The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee.
+ Percentage - The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of asset realisations.
+ Contingency - The practitioner’s fee is structured to be contingent on a particular outcome being achieved.
Method chosen
We propose that our remuneration be calculated on a time basis at hourly rates. This method is considered to be most suitable for this appointment as it ensures that creditors are only charged for work that is performed. Time will be recorded and charged in six minute increments. The complexity and demands of the administration will dictate the staff to be utilised for this appointment.
Explanation of Hourly Rates
The rates for our remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take in the administration. Staff will be charged under the classification we consider appropriate to their experience and the circumstances of the specific assignment. The hourly rates charged encompass the total cost of providing professional services and are not comparable to an hourly wage.
Title Guide to qualifications and role Hourly rate (excl GST)
Appointee/Partner Registered liquidator, Chartered Accountant or equivalent and generally degree qualified with more than twelve years experience. Leads assignments with full accountability for strategy and execution.
$587
Director 1 Generally, Chartered Accountant or comparable qualification and degree qualified with more than ten years of experience, including four years of Director or equivalent experience. Autonomously leads complex insolvency appointments reporting to Appointee/Partner.
$531
Director Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than nine years of experience. Autonomously leads insolvency appointments reporting to Appointee/Partner.
$493
Senior Manager Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than seven years of experience. Self-sufficiently conducts small to medium insolvency appointments and leads major workstreams in larger matters.
$438
Manager 1 Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than six years of experience, including two years of Manager 2 or equivalent experience. Self-sufficiently conducts small to medium insolvency appointments and takes a supervisory role on workstreams in larger matters.
$390
Schedule of Remuneration Methods and Hourly Rates - Wine 2
Title Guide to qualifications and role Hourly rate (excl GST)
Manager 2 Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than five years of experience. Self-sufficiently conducts small insolvency appointments and takes a supervisory role on workstreams in larger matters.
$349
Assistant Manager Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than three years of experience. Autonomously manages workstream activity within appointments.
$315
Senior Accountant 1 Generally, degree qualified and undertaking Chartered Accountant’s qualification or comparable relevant qualification with more than two years experience, including one year of Senior Accountant or equivalent experience. Completes multiple tasks within workstreams and appointments.
$272
Senior Accountant Generally, degree qualified and undertaking Chartered Accountant’s qualification or comparable relevant qualification with more than 16 months experience. Completes tasks within workstreams and appointments under supervision.
$242
Accountant 1 Generally, degree qualified and undertaking Chartered Accountant’s qualification or comparable relevant qualification with at lease one year of Accountant or equivalent experience. Assists with tasks within workstreams and appointments under supervision.
$213
Accountant Generally, degree qualified and undertaking or about to undertake Chartered Accountant’s qualification or comparable relevant qualification with less than one year of experience. Assists with tasks within workstreams and appointments under supervision.
$208
Undergraduate/Cadet Undertaking relevant degree. Assists with tasks within workstreams and appointments under supervision.
$179
Personal Assistant Appropriately experienced and undertakes high level administrative support activities.
$136
Professional/ Senior Administrator
Appropriately experienced and undertakes administrative support activities.
$179
Group Secretary Appropriately experienced and undertakes administrative support activities.
$136
Administrator/Clerical Appropriately experienced and undertakes support activities, including but not limited to treasury functions.
$136
McGrathNicol reviews its hourly rates six monthly. The hourly rates quoted above remain in force until 31 December or 30 June (whichever occurs first) and McGrathNicol may increase fees for work continuing past that date.
Creditors will be advised of any change to the hourly rates for this administration.
Disbursement Policy
Disbursements incurred from third party suppliers will be charged at the cost invoiced, without the addition of any margin. There are generally no charges for internal McGrathNicol disbursements such as printing, photocopying and telephone calls. Employee allowances, including kilometre reimbursement and reasonable travel allowances are charged at rates at or below the rate prescribed by the Australian Taxation Office. Goods and Services Tax is applied to disbursements as required by law.
Contents
1 Background, summary of scope and expected timeframes ................................................................... 1 1.1 Background .................................................................................................................................................. 1 1.2 Scope and timeline ...................................................................................................................................... 2
2 Summary of expected costs and pre-approval of fees ............................................................................ 3
3 Annexure A - Detailed description of tasks performed during the period ............................................ 4
D14-131015-DAVITLT01-Remuneration Report-CK
i
1 Background, summary of scope and expected timeframes
1.1 Background
1.1.1 Appointment Shaun Fraser and Chris Honey were appointed Creditors’ Voluntary Liquidators of Wine Investment Services Pty Ltd (“WIS”) on 10 October 2013 by the sole member of the Company, Rugama Trading Pty Ltd (Receivers and Managers Appointed)(In Liquidation).
1.1.2 Operations and Company information
We understand that the Company’s main operations involved storing wine on behalf of investors (“the Wine”) at either a:
+ temperature controlled facility in Denman, Newcastle; or
+ warehouse in Homebush, Sydney.
To date, we have had limited contact with Company Management but we understand the Company’s business is no longer operating. The limited books and records that we have been provided with detail the Wine stocks on hand and potential investors associated with lines of stock.
We understand the Wine is stored in facilities that also contain stock owned by other entities which include, but not limited to:
+ TLT Nominees Pty Ltd trading as Bluestar Beverages (In Liquidation) (Receivers and Managers Appointed)
+ Newcastle Liquor Wholesalers Pty Ltd trading as Peter Doyle Cellars (In Liquidation) (Receivers and Managers Appointed)
+ Liquor National Pty Ltd (Receivers and Managers Appointed)
+ Wine National Pty Ltd (Receivers and Managers Appointed)
David James is the sole Director of all of the above companies.
1.1.3 Ownership of Wine
We are aware that numerous parties and entities may have claimed title to some or all of the Wine. One of the key tasks of our appointment will be to confirm who holds title of the Wine and then if appropriate either realise value in the Wine by way of a structured sale campaign or return it to its rightful owner.
We anticipate that determining the ownership of the Wine will be a complex matter. This will be dependent on the documentation available and the extent of labelling or identifiable markings on the Wine located in the above storage facilities.
In addition to the above we will investigate whether any Wine has been removed from the above storage facilities and attempt to recover it, if appropriate and beneficial to creditors.
1.1.4 Purpose of report
The purpose of this remuneration report is to outline the work we will undertake in conducting the liquidation and our anticipated costs for that work. As outlined below, we are seeking approval of our fees in advance to a capped amount of $100,000 (excl GST).
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1.2 Scope and timeline
The approval of fees to be sought at the meeting will be based on the following anticipated scope of works. Given the limited information made available to date, we have presented two scenarios:
+ “Scenario 1” – we encounter minimal complexities with identifying the ownership of the Wine; and
+ “Scenario 2” – we encounter numerous complexities with identifying the ownership of and realising value in the Wine.
Task Expected timing Scenario 1
Expected timing Scenario 2
Convening the first meeting of creditors and dealing with proofs of debts/proxies. Liaising with creditors.
October 2013 October 2013
Determining ownership of stock December 2013 October 2014
Realising the Wine, statutory investigations and submitting our confidential report to ASIC
Dec 2013 - Feb 2014 January 2015
Calling for final proofs of debt and providing notice of intention to declare a dividend
February 2014 February 2015
Proofs of debt (and supporting documents) to be received by this date from unsecured creditors
February 2014 March 2015
Adjudication of proofs of debt March 2014 April 2015
Declaration of dividend/s (if any) April 2014 May 2015
Payment of Liquidators’ expenses, finalisation and closure of matter June 2014 June 2015
We expect Scenario 2 is likely and given competing ownership claims, resolution of these claims may involve litigation. There is a risk that if resolution of the ownership issues involves litigation that the timetable may extend materially.
We anticipate the cost of the liquidation at the firm’s standard rates, applying a 15% discount, will be in the range of $100,000 to $500,000 (excl. GST). The cost of the liquidation will depend upon the steps required to resolve the ownership claims. We propose seeking approval in advance from creditors to draw our fees to a capped amount of $100,000 (excl. GST). We will only seek payment of fees for time costs that are actually incurred.
In the event there are any additional complicating matters that increase the cost of the winding up beyond the amount for which fee approval is sought, then we will seek approval for additional fees from creditors at a subsequent meeting of creditors.
Set out below is a schedule of the remuneration sought for the liquidation against each staff member, together with their hourly rates. A brief description of the general tasks those staff members will be responsible for is included at Annexure “A”.
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2 Summary of expected costs and pre-approval of fees
The Liquidators of the Company are seeking approval in advance for our fees to a capped amount of $100,000 (excl GST). Fees will be only be drawn in arrears based on the time costs actually incurred in completing the winding up process.
Set out below is a summary of our forecast costs by major task. A detailed description of tasks we expect to perform is set out in Annexure A.
+ + + + +
Should creditors have any queries regarding the material contained in this report, please contact Johnathon Tawil of my staff on (02) 9338 2607.
Dated 17 October 2013
Shaun Fraser Liquidator
Budgeted remuneration for the period from 10 October 2013 to completion of the liquidation
$/hour(ex GST) hrs $ (ex GST) hrs $ (ex GST) hrs $ (ex GST) hrs $ (ex GST) hrs $ (ex GST) hrs $ (ex GST)
3 Annexure A - Detailed description of tasks performed during the period
Task area Description
Assets 160 hours $57,975 (excl GST)
+ Securing the assets of the Company including liaising with the Receivers (PWC and Deloitte) of the other companies.
+ Investigating, reviewing and analysing books and records and stock records and negotiations the Receivers of other related companies in relation to ownership claims.
+ If appropriate, manage the realisation of assets i.e. Wine. + Undertaking appropriate intellectual property and other searches. + Reviewing the Company’s records and considering other asset recoveries.
Creditors 76 hours $25,690 (excl GST)
+ Preparing correspondence and documentation required for creditors meeting. + Organising and attending creditors meeting and dealing with associated creditor
queries. + Dealing with any PPSR claims and customers with claims to specific wine stock. + Preparing the minutes of the creditors meeting and lodging them with ASIC. + Liaising with creditors and customers including any queries regarding their claims or
the liquidation.
Investigations 46 hours $16,900 (excl GST)
+ Liaising with Company office holders regarding the Company and circumstances leading to liquidation.
+ Considering information provided by creditors in relation to the conduct of the Company and its officers.
+ Undertaking statutory investigations into the Company’s affairs. + Reviewing books and records of the Company and considering avenues of recovery
under the provisions of the Corporations Act. + Preparing and issuing a confidential report to the Australian Securities Investments
Commission (“ASIC”).
Dividends 33 hours $9,715 (excl GST)
+ Calling for proofs of debt. + Reviewing unsecured claims received. + Preparing correspondence to unsecured creditors regarding the adjudication of their
claims. + Dealing with any further claims or additional work resulting from the adjudication of
unsecured claims. + Arranging for the dividend to be declared to unsecured creditors.
Administration 30 hours $7,432 (excl GST)
+ Accounting for receipts and payments and paying the liquidators’ costs and fees. + Lodging the required form 524 receipts and payments with ASIC. + Lodging the required Business Activity Statements with the Australian Taxation
Office. + Lodging appropriate documents with ASIC for the finalisation of the liquidation.
I/We, _____________________________ of ____________________________________________ [creditor/contributory name] [creditor’s/contributory’s address] a creditor or contributory of Wine Investment Services Pty Ltd, duly authorise ___________________________________ of __________________________________________ [representative] [representative’s address] to be my/our representative on the Committee of Inspection of Wine Investment Services Pty Ltd (In Liquidation). ______________________________ Signature of creditor __________________________________________ Position of signatory __________________________________________ Name of signatory __________________________ Date I, _______________________________, accept my appointment to the Committee of Inspection for [representative] Wine Investment Services Pty Ltd (In Liquidation). ______________________________ Signature of representative __________________________ Date
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Committee of Inspection Confidentiality Acknowledgement
I, the person named in the schedule, having been appointed to a committee of inspection of the Company may have divulged to me from time to time as a committee member information relating to the Company and its dealings and personal information relating to individuals associated with or having dealings with the Company.
I acknowledge that I will not use such information for any purpose other than the purpose for which it was made available to me and, in any event, I will not use such information in a manner that may be a breach of any Act or Law including the Corporations Act 2001 and the Privacy Act 1988.
Dated this day of
____________________________ Signature of Committee Member
Schedule
Name (of Committee Member) _________________________________