Following ASIC's successful application to the Supreme Court of Victoria, Ferrier Hodgson partner John Lindholm has been appointed liquidator to Planet Platinum Limited (Planet Platinum) by the Court.
Associate Justice Efthim ordered that Planet Platinum be wound up on just and equitable grounds given the systemic mismanagement of its affairs. His Honour found that whilst it was a serious step to wind up a solvent company he was in no doubt that it was in the public interest.
The orders follow an ASIC investigation into the management of Planet Platinum, including in relation to a loan made by it to Metropolis City Promotions Pty Ltd (Metropolis) in the amount of $3,070,600.
The misconduct and mismanagement identified by the Court was reflected in the many and varied adverse findings made by His Honour, which included:
- Planet Platinum's failure to have three directors
- Planet Platinum's failure to convene an annual general meetings for the financial years ending 30 June 2013 and 30 June 2014 or lodge annual reports for those years
- Planet Platinum's failure to lodge a half-year report for the period ending 31 December 2013 and 31 December 2014
- Planet Platinum's failure to collect the loan from Metropolis resulting in a financial benefit to related party Metropolis without the approval of Planet Platinum members as well as a contravention of the relevant provisions by director Mr John Trimble (Trimble) himself
- Planet Platinum's failure to inform the market of the Metropolis loan extensions including a contravention by Mr Trimble of the continuous disclosure obligations
- various breaches of directors' duties including the failure to act with due care and diligence, failure to act in good faith and the failure to act in the best interests of Planet Platinum regarding various company transactions.
ASIC Commissioner John Price said,'The Judge's decision to back ASIC's application and appoint a liquidator to wind up Planet Platinum sends a clear message when it comes to poor company governance.'
'ASIC won't hesitate to take legal action to stamp out this kind of risky and illegal company mismanagement.'
Background
Planet Platinum is the owner and operator of Showgirls Bar 20 – an adult entertainment business located on King Street, Melbourne – and is the owner of 7-12 Horne Street, Elsternwick from which the company receives rent from a brothel operated by related entity trading under the name Daily Planet.
Planet Platinum listed on the Australian Securities Exchange in April 2003 and its shares have been suspended since March 2013.
In April 2015, ASIC ASIC has applied to the Supreme Court of Victoria to wind up Planet Platinum Ltd on just and equitable grounds (refer: 15-086MR).
In June 2015, the Supreme Court of Victoria has ordered the appointment of Ferrier Hodgson partner John Lindholm as provisional liquidator to Planet Platinum Limited (refer: 15-146MR).
Editor's note 1:
On 26 April 2016, the Supreme Court of Victoria dismissed appeal proceedings brought by Messrs John and Michael Trimble in their capacity as former directors of the company, Cameron Lane Pty Ltd, Metropolis City Promotions and Daily Planet Australia Pty Ltd, against the wind up order.