Re Botanical Water Holdings Pty Ltd

[2013] VSC 96

Supreme Court of Victoria

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Interrogate

Catchwords

1. Corporations
2. › Shares
3. › Alteration of shareholding
4. › Validity of share allotment
5. › Whether shareholders agreed to alter shareholding at meeting
6. › Whether meeting took place
7. › Onus of proof
8. › Rectification of ASIC register
9. › Corporations Act 2001 (Cth), s 1342(4)(b)
1. Corporations
2. › Directors
3. › Appointment of directors
4. › Whether director validly appointed
5. › Whether appointment consented to by existing director
6. › Rectification of ASIC register
1. Evidence
2. › Witnesses
3. › Credibility
4. › Affidavit evidence without cross-examination
5. › Weight to be given to evidence of witnesses not called
6. › Effect of prior dishonest conduct on credibility

Quick Take

A fact-specific decision on the validity of an alleged alteration to a company's shareholding and the appointment of a director, resolved on credibility grounds. The case illustrates the court's power under s 1342(4)(b) of the Corporations Act 2001 (Cth) to order rectification of the ASIC register where a shareholding has been improperly recorded, and the court's approach to costs where the successful party has itself engaged in improper conduct.