A company facing an ASIC winding up application on the just and equitable ground cannot resist the application merely by replacing directors with longstanding associates of the persons responsible for the contraventions and mismanagement, particularly where the former principal remains involved in the companies' affairs. Undertakings by former directors not to seek office, and the provision of a line of credit without a formal agreement, business plan, or board approval, are insufficient to overcome a justified lack of confidence in management where there are continuing contraventions, misleading conduct, and a perilous financial position. The wishes of investors opposing winding up are a relevant but not overriding consideration.
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