Ex Parte Bellevue Gold Ltd

[2021] WASC 80

Supreme Court of Western Australia

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Interrogate

Catchwords

1. Corporations
2. › Auditors
3. › Appointment of auditors
4. › Casual vacancy
5. › Failure to have shareholder nominate auditor prior to annual general meeting
6. › Failure to resolve to appoint auditor at annual general meeting
7. › Whether curative orders should be made under s 1322(4)(a)
8. › Corporations Act 2001 (Cth), ss 327B, 327C, 328A, 328B, 1322
1. Corporations
2. › Fundraising
3. › Cleansing notices
4. › Defective cleansing notices
5. › False representation of compliance with ch 2M
6. › Whether curative orders should be made under s 1322(4)(a)
7. › Corporations Act 2001 (Cth), ss 707, 708A, 1322
1. Corporations
2. › Curative orders
3. › Section 1322 of Corporations Act 2001 (Cth)
4. › Pre-conditions for relief
5. › Whether contravention essentially of a procedural nature
6. › Whether persons acted honestly
7. › Whether just and equitable
8. › Whether no substantial injustice
9. › Relief from civil liability
10. › Appropriate form of orders
11. › Whether relief should be confined to identified contraventions

Quick Take

Where a company fails to comply with the auditor appointment provisions in ch 2M of the Corporations Act (ss 327B, 327C, 328A, 328B), curative orders under s 1322(4)(a) may be obtained to validate the appointment and any cleansing notices issued during the period of non-compliance, provided the persons concerned acted honestly and no substantial injustice results. Relief from civil liability under s 1322(4)(c) must be confined to identified acts or omissions and should not operate as a 'blank cheque' for unidentified contraventions. The failure to comply with auditor appointment provisions may not be 'procedural' in nature for the purposes of s 1322(6)(a)(i), but this question was left open.