Federal Court of Australia

Norden Holdings Pty Ltd (Trustee) v Martens Investments Pty Ltd (Trustee), in the matter of Amazonia IP Holdings Pty Ltd (No 6) [2025] FCA 1212

ORDERS

THE COURT ORDERS THAT:

1.    By 4 pm on 18 September 2025, the parties are to submit short minutes of orders in accordance with these reasons for judgment.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

(REVISED FROM TRANSCRIPT)

WHEATLEY J:

Introduction

1    This is an application by the Applicant essentially for two matters (apart from costs which will be dealt with separately and later), the first being Orders granting direct access to the financial management program (Systems) used by certain identified companies and, secondly, for Orders in relation to specific types of documents within certain categories of documents. The companies in the application were identified as Amazonia IP Holdings Pty Ltd, Amazonia Group Pty Ltd, Amazonia Pty Ltd, Amazonia Specialties Pty Ltd, Amazonia (Aust) Pty Ltd, Amazonia Foods Pty Ltd and Amazonia Co Pty Ltd (Companies). The Applicant focused its attention on documents that had not been provided, in three broad categories:

(1)    first, those which were required and not provided by the Orders dated 7 May 2025 (May Orders);

(2)    second, those which were required and not provided by request of the joint appointed expert (Expert Requests) which were also required by the May Orders; and

(3)    third, those which were required and not provided by Orders dated 28 June 2024 (June 2024 Orders).

2    Despite the repeated denial of non-compliance in the written submissions dated 4 September 2025 of the First, Second, Fourth and Fifth Respondents (Respondents), as detailed below, it was accepted by them at the hearing that there had been some non-compliance with the May Orders and the Expert Requests. It was contended from the bar table that a further tranche of documents was provided on Saturday 13 September 2025. The Respondents submitted that they had substantially complied with the May Orders and insofar as the Applicant sought direct access to the Respondents’ Systems, that relief was not proportionate when regard was had to that substantial compliance. In relation to the June 2024 Orders, the Respondents accepted that there was no document before the Court that purported to be a general ledger. However, the Respondents did submit that correspondence referred to the general ledger being provided.

3    There was no application or cross-application by the Respondents to vary, amend or discharge the May Orders or the June 2024 Orders. Furthermore, insofar as that non-compliance was because documents were redacted, the Respondents also accepted that there was no Order of the Court permitting the Respondents to provide documents in a redacted form. There was also no application by the Respondents seeking to provide documents in a redacted form or to now permit documents to have been provided in a redacted form and there was no application to vary or amend the May Orders to provide documents in a redacted form. As such, where documents were provided in a redacted form, the Respondents accepted that was not compliant with the May Orders.

4    The Sixth Respondent submitted that there was no proper basis for seeking Orders relating to direct access to the relevant Systems or the provision of documents against him. The Sixth Respondent’s involvement, he contended, in the business of the Fourth and Fifth Respondents, was that of a contractor in the position of Chief Financial Officer (CFO). He is also a shareholder. Although he has access as CFO to financial documents and records, he submits he is not the proper addressee against whom a direct access order should be made. Such orders, the Sixth Respondent submits, should, if made, be made against the relevant companies by way of their proper officer.

5    For the reasons given below, I am satisfied that most of the specific types of documents as sought by the Applicant, being the subject of the previous May Orders and as requested by the Expert Requests, have not been provided. The documents required by the June 2024 Orders were general ledgers. The only document before the Court provided in purported compliance with the June 2024 Orders was a document headed, and was, in substance, a trial balance. For the reasons given below, I am satisfied that the Respondents have not complied with the June 2024 Orders and have failed to provide the required general ledgers. Each of these documents should be the subject of specific orders.

6    In relation to the direct access sought by the Applicant, for the reasons given below, such direct access will be granted as it will allow the Applicant to satisfy itself in relation to the documents that should have be provided pursuant to the previous Orders of the Court. This is on the basis that there has been non-compliance with previous Court Orders, this matter involves oppression proceedings, there has been delay, and to avoid further possible delay and further possible increased costs. Further, the Respondents have not offered any reasonable or acceptable proposal or plan to comply with the Orders of the Court.

7    I will hear further from the parties as to the appropriate form of Orders which accord with these reasons and separately on the question of costs.

Background

8    The Applicant’s application seeks, at least in part, direct online access to the Systems of the Companies and for certain other documents to be provided (Document Application). It was listed for hearing on 5 September 2025 following a case management hearing on 26 August 2025. The hearing on 5 September 2025 was incomplete and the matter adjourned for further hearing on 15 September 2025. Orders were made on 5 September 2025 to facilitate the resumed hearing which relevantly included that the parties were to send joint correspondence to the Expert and the Expert was to respond before the resumed hearing.

9    The Expert was also to be provided with a copy of the Court’s Orders dated 5 September 2025. This joint correspondence was to seek the identification of what further documents, if any, the Expert required to prepare the expert report. The parties were also given an opportunity to provide any additional material or submissions that they sought to rely on at the adjourned hearing on 15 September 2025.

Legal Principles

10    Section 23 of the Federal Court of Australia Act 1976 (Cth) (FCA Act) “confers upon the Federal Court a broad power to make orders of such kinds, including interlocutory orders, as it thinks appropriate”: CPB Contractors v Celsus (2017) 353 ALR 84; [2017] FCA 1620 at [51] (Lee J) with reference to Jackson v Sterling Industries Limited (1987) 162 CLR 612; [1987] HCA 23 at 622 (Mason CJ, Wilson and Dawson JJ agreeing). As Lee J further stated in CPB Contractors at [53], the Court has ample power under s 23 of the FCA Act and by reason of its implied power to control its own proceedings. Also see The Owners - Strata Plan Number 91086 v Fairview Architectural Pty Ltd (No 2) [2021] FCA 779 at [5] (Wigney J). Although CPB Contractors was a matter regarding an application for a stay, the principles regarding the broad power to make interlocutory orders, such as what were sought by the Applicant, were not disputed.

11    Fairview concerned an application for direct access to hard copy and electronic documents of the respondent in that case in circumstances where the respondent was in default of the Court’s orders to provide standard discovery.

12    The Full Court in Shepherd v Watt [2022] FCAFC 78 (Greenwood, Burley and Halley JJ) considered the relevant practice and procedure discretionary principles, commencing with reference to s 37P of the FCA Act and Aon Risk Services Australia Limited v Australian National University (2009) 239 CLR 175; [2009] HCA 27 at [111] to [113] (Gummow, Hayne, Crennan, Kiefel and Bell JJ) and Expense Reduction Analysts Group Pty Ltd & Ors v Armstrong Strategic Management and Marketing Pty Ltd & Ors (2013) 250 CLR 303; [2013] HCA 46 at [56] to [59] (French CJ and Kiefel, Bell, Gageler and Keane JJ), which are relevant in this case.

13    Provisions such as those which are contained within Part 5B of the FCA Act have the evident intention and expectation that the Court will use the broad powers conferred to facilitate the overarching purpose. Such provisions not only include s 37P but also ss 37M and 37N. The Court is required by s 37M(3) to exercise its procedural powers in a way that best promotes the overarching purpose, being to facilitate the just resolution of disputes according to law and as quickly, inexpensively, and as efficiently as possible: CPB Contractors at [56].

14    As was observed by Wigney J in Fairview at [6], r 14.01 specifically provides for the making of an order on an application of a party which authorises that party to enter land for the purposes of gaining access to and inspecting property. This would also include an Order for the purposes of ensuring an Order for discovery is satisfied or discharged.

Consideration

15    Before dealing with each of the categories of documents and types of documents within each category, it is worth considering some broad submissions made by the Respondents. The Respondents submitted, ultimately without authority, that the direct access relief sought by the Applicant was subject to being exercised “very, very, very carefully” and the subject of a “high threshold”, such that this matter did not warrant such relief. I do not accept that submission.

16    No such “high threshold”, or that the Court should exercise the discretion “very, very, very carefully”, is referred to by Wigney J in Fairview. Fairview was in the context of the respondent party being in default of an Order of the Court. That context of the respondents being in default of an Order of the Court is also present in the circumstances of this case and would, subject to the exercise of discretionary considerations as I have outlined above, permit the making of an Order as sought by the Applicant. Implicit in this submission by the Respondents is that the relevant issue in this application was not one as to the power of the Court to make such Orders, but whether, as an exercise of discretion, such relief should be granted in the particular circumstances of this case.

17    Relevant to the exercise of the discretion is the non-compliance or default by the Respondents with the previous Orders of the Court. It was accepted by the Respondents that insofar as redacted documents were provided, the provision of such redacted documents was also non-compliant. No application has been made to the Court for redactions to be applied to any of the documents provided pursuant to those Orders and no such Orders of the Court had been made authorising the application of any redactions to those documents. The Second Respondent gave evidence that he was “unaware” of whether the Applicant was currently engaging in, or associated with, any competing business and, further, that the redactions were due to legitimate privacy concerns and potential involvement or disclosure to competitors.

18    However, the director of the Applicant gave earlier evidence on the Respondents security for costs application: Norden Holdings Pty Ltd (Trustee) v Martens Investments Pty Ltd (Trustee), in the matter of Amazonia IP Holdings Pty Ltd (No 4) [2025] FCA 662 (Norden (No 4)), that he was currently employed as the managing director of a business operated by his wife. That business was being operated by Clean Beauty Market Pty Ltd. It is unnecessary to make any particular findings about this, and I expressly do not do so, as even if the Respondents did hold such concerns, it was appropriate to seek an Order from the Court to apply redactions to the documents. The Respondents’ counsel accepted that proposition.

19    Furthermore, it was also accepted by the Respondents that insofar as incomplete documents were provided, that was also not in compliance with the Orders of the Court. This is considered in more detail below. However, it was accepted that insofar as email communications had been provided pursuant to the Court’s Orders and those emails contained attachments, where those attachments had not been provided, that was non-compliant as the copies of those documents were incomplete.

20    However, the Respondents submitted that the direct access sought was disproportionate to the Respondents’ non-compliance. This, the Respondents developed, was in the context that the Respondents had substantially complied with the Court’s Orders. Such a submission clearly recognises, as has been done in relation to the incomplete documents and redacted documents, that there has been non-compliance with the Orders of the Court.

21    There was some explanation provided by the Second Respondent, in terms of delay, as to the time spent to collate and provide the documents so far. However, there was no explanation or any reasonable or acceptable proposal or plan to provide the documents which had not been provided to date. That is, there was no plan or proposal by the Respondents as to how they intended to remedy the non-compliance and now comply with the Orders of the Court. This was in circumstances where they accepted there had been non-compliance. Furthermore, this was in circumstances where the Second Respondent had given affidavit evidence on 25 August 2025 that all existing information requested by the joint valuer (being the Expert) and all existing categories of documents as listed in Annexure A to the May Orders had been prepared and included in the document sets provided to the valuer (being the Expert).

22    Further, that affidavit evidence (in August) also stated that the Respondents did not have any other requested documents in their possession or control. However, as already observed, it was accepted by counsel for the Respondents that there was non-compliance with the Orders of the Court. Further, from the bar table, counsel advised the Court that further documents had been provided on Saturday 13 September 2025. Although the Applicant had not had an opportunity to review and consider such documents, the Applicant did accept that a further set of documents by way of a Dropbox link to documents had been provided on Saturday 13 September 2025.

23    The final observation to make in this regard is in relation to the Second Respondent’s more recent affidavit on 12 September 2025 which refers to some of the documents sought as being “to be sent”. That notation in the table to the Second Respondent’s affidavit must mean there are documents which have not yet been provided but which answer the description of either documents ordered by the Court or expressly requested by the Expert. There was no explanation as to how the evidence given in the 25 August 2025 affidavit should be regarded in the context of this later evidence. Again, it is unnecessary for the purposes of this application to make any particular findings about this and I expressly do not do so.

24    However, the observations that the Respondents made, both by the Second Respondent himself and by the Respondents’ counsel in Court, that the Orders of the Court have not been complied with is relevant for a consideration of the Document Application. The Respondents submitted that the Document Application was effectively seeking general discovery. However, this is to mischaracterise what the Applicant is seeking. The Applicant is seeking the provision of documents already the subject of Court Orders and, further, in circumstances where such documents have not been provided, for direct access to the Systems to permit and facilitate such documents to be obtained. The direct access sought is because of the default by the Respondents in failing to comply with previous Orders.

25    The Respondents contend that they are not required to “create” records. I do not accept that submission because the May Orders expressly required “Documents to be Produced or Generated or Created and Produced”. Most accounting software packages are able to produce many reports, some of which may not have previously been generated but which are able to be generated, and which were the subject of the May Orders. The relief sought by the Applicant, despite the Respondents’ non-compliance, was not to seek Orders under Division 5.2 of the Federal Court Rules 2011 (Cth). Such a course was open to the Applicant given the default. The relief sought was to seek the documents which should have been provided pursuant to the earlier Orders and to seek the ability to gain direct access to the Systems of the Respondents.

26    Subject to considering each of the types of documents in the category below, I am not satisfied that the relief sought by the Applicant is disproportionate to the Respondents’ non-compliance. The documents sought are financial documents in relation to the various Companies. As has been explained in earlier decisions in this matter: see Norden Holdings Pty Ltd (Trustee) v Martens Investments Pty Ltd (Trustee), In the matter of Amazonia IP Holdings [2024] FCA 845 (Norden (No 1)), at [1] to [3] and [18] to [60] of Needham J, and the decision in Norden Holdings Pty Ltd (Trustee) v Martens Investments Pty Ltd (Trustee), In the matter of Amazonia IP Holdings (No 3) [2025] FCA 661 at [1] to [3], this proceeding involves claims of oppressive conduct in relation to a claimed transfer of the Applicant’s stake in the Fourth and Fifth Respondents to the First Respondent. As part of the necessary evidence for final determination of these proceedings, a joint expert valuer has been appointed, and these documents are necessary for that purpose. The Applicant does not have access to the financial documents of the Fourth and Fifth Respondents or the Companies and will need such documents for the final hearing.

27    However, the question on this application is not whether those documents are relevant or whether the Applicant is entitled to those documents. This is because the Court has already made Orders for the Fourth and Fifth Respondents to produce such documents and there was no application by the Respondents to vary, amend or discharge those previous Orders. The May Orders required discovery and production of documents including by Order 8 that the Fourth and Fifth Respondents must provide the documents set out in Annexure A to that Order and, in addition, any documents requested by the Expert.

28    Annexure A set out 46 types of documents which were to be provided. Each type was given a description and numbered. The Applicant accepted that while the Fourth and Fifth Respondents had provided many of the ordered documents, there were still documents which had not been provided. In an affidavit of the Applicant’s solicitor affirmed on 11 September 2025, 13 types of documents, described in the affidavit by the item number referenced to Annexure A of the May Orders, were detailed. Each of these will now be considered in turn.

First category – May Orders

Item 4

29    Item 4 is described as balance sheets for each individual entity comprising the Companies, except for Amazonia IP Holdings Pty Ltd. Those documents were required for the financial year ending 30 June 2024 and year to date. The Applicant complains that only balance sheets for Amazonia Specialties Pty Ltd for the year ending 30 June 2024 and for Amazonia Group Pty Ltd for the year ending 30 June 2023 and ending 30 June 2025 have been provided.

30    However, there is a distinct difference in the detail provided in each of those balance sheets, as was submitted by the Applicant. This was to support the argument that the balance sheets as sought should be available. The Respondents submitted that further documents of this type were provided on Saturday 13 September 2025. Given the date of this hearing, it was not possible for the Applicant to have considered those documents. However, the Respondents were unable to confirm at the hearing that balance sheets for these Companies for the years ending 30 June 2020, 2021, 2022 and 2025 had been provided, submitting that a balance sheet for 2024 for Amazonia (Aust) Pty Ltd and Amazonia Specialties Pty Ltd was provided and that a balance sheet for Amazonia Group 2023 was provided. That was, so the Respondents submitted, the best they could do in terms of describing the compliance with this item of the May Orders.

31    If the Respondents have now provided these documents, not only late but partway through the hearing of the Document Application, then the Applicant may still be entitled to its costs of this part of the Document Application. However, on the state of the evidence currently before the Court and on balance, given the Respondents’ inability to assure the Court of compliance, the Fourth and Fifth Respondents should again be ordered to provide these documents.

Item 9

32    Item 9 is described as a fixed asset register or depreciation schedule. These documents were required for the years ending 30 June 2023, 2024, and year to date. The Applicant complained that this was only provided for the 2023 financial year.

33    The Respondents referred again to the documents provided on Saturday 13 September 2025. Three documents were referred to, being a fixed asset register of Amazonia Specialties, Amazonia (Aust), and Amazonia for 2024. The Respondents accepted that this was not provided in accordance with the Court’s orders. Further, it was also accepted that the year to date and the year ending 30 June 2025 had not been provided. Given the incomplete provision of documents in this regard, there has been non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should again be ordered to provide these documents.

Item 14

34    Item 14 is described as a schedule of aged debtors and aged creditors. These documents were required for the years ending 30 June 2023, 2024, and year to date. The Applicant submitted that although redacted versions had been provided for the financial year ending 30 June 2023 and 2024, nothing had been provided for the financial year ending 30 June 2025 nor the year to date. The Respondents referred again to documents provided on Saturday 13 September 2025 which were said to include documents of this type.

35    The Respondents accepted that this was not provided in accordance with the Court’s Orders and even this latest provision of documents, it was accepted, continued to contain redactions. Given the redactions applied, and the incomplete provision of documents in this regard, there has been non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Items 16 and 41

36    Item 16 is described as stock listing. These documents were required for the years ending 30 June 2023, 2024, and year to date. Item 41 is described as an electronic inventory report detailing stock by item and its ageing. These documents were required for the years ending 30 June 2023, 2024, and year to date. The Applicant submitted and the Respondent accepted that the documents provided contained redactions. Further, no documents were provided for the financial year ending 30 June 2025 or the year to date.

37    The Respondents referred again to the documents provided on Saturday 13 September 2025 which were said to include documents of this type but again accepted that they were not provided in accordance with the Court’s Orders, being both late and continuing to contain redactions. Given the redactions applied and the incomplete provision of documents in this regard, it is concluded that there was non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should again be ordered to provide those documents.

Item 29

38    Item 29 is described as sales or income reports by customer. These documents were required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. The Applicant submitted, and the Respondents accepted, that the documents provided were redacted. Further, no documents in this regard were provided for the years ending 30 June 2020 and 30 June 2025 and year to date. Given the redactions applied and the incomplete provision of documents in this regard, it is concluded that there was non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Item 30

39    Item 30 is described as sales or income reports by product. These documents were required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. The Applicant submitted, and the Respondents accepted, that the documents provided were only for the years ending 30 June 2021 to 2024. That is, no documents in this regard were provided for the years ending 30 June 2020 and 30 June 2025 and year to date. Given the incomplete provision of the documents in this regard, it is concluded that there has been non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Item 31

40    Item 31 is described as sales or income reports by region/country. These documents were required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. The Applicant submitted and the Respondents accepted that no documents which would answer this description were provided. The Respondents submitted on the basis of instructions, although without being able to point to specific evidence, that reports were not produced by country or by region. It was not clear whether this submission was that reports of this kind were not able to be produced.

41    As mentioned, the Respondents have not addressed this matter by appropriate evidence, nor have they provided an explanation, nor have they sought to have this aspect of the May Orders varied or discharged because either such documents do not exist or cannot be generated or produced. Given the unsatisfactory state of the evidence, it is difficult to conclude that such documents are properly available. It also does not appear to be the subject of a specific request by the Expert. As such, I will not make any further Orders regarding this type of document at this time. As I have already indicated that I am prepared to grant direct access to the Respondents’ Systems, if there were any documents answering this description which were sought by the Expert, they could be accessed by the Applicant at that time.

Item 32

42    Item 32 is described as a:

Schedule for owner(s) and associates of:

•    Role in business (qualifications and experience).

•    Hours worked.

•    Remuneration received for each year (including wages, motor vehicles, super, management fees, and other benefits).

43    These documents were required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. The Applicant submitted that although employment contracts for each of the Second and Sixth Respondents had been provided, no ledgers identifying payments to either party had been provided and, further, no identification of any related party payments had been provided. Further, there was no identification or provision of documents which identified the hours worked or other benefits provided to either of the Second or Sixth Respondents.

44    The Respondents accepted that as the Second and Sixth Respondents had employment contracts, there would be some form of payment to each of them or, perhaps, an associated entity. Further then, the Respondents accepted that there had been non-compliance in relation to the provision of these documents as only the employment contracts had been provided. Given the incomplete provision of documents in this regard, it is concluded that there has been non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Item 39

45    Item 39 is described as copies of documents provided to the bank in relation to loan facilities. These documents were required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. The Applicant submitted, based on what were said to be the incomplete documents provided, that the relevant banks had quarterly and annual reporting requirements. This, it was submitted, supported the position that the documents provided were incomplete as only a limited number of emails were provided. Further, those emails which were provided did not contain the attachments which were, on the face of those emails, attached.

46    The Respondents accepted that insofar as the documents were incomplete due to the attachments not being produced, there had been non-compliance in relation to the provision of these documents. Given the emails of the bank noting the quarterly and annual reporting requirements, I am satisfied that there has also been incomplete provision of documents in this regard. This is on the basis that, given the number of years and the apparent reporting requirements of the banks, it appears that further documents would answer that description. The Fourth and Fifth Respondents should be again ordered to provide these documents.

Item 45

47    Item 45 is described as details of any abnormal, non-recurring expenses incurred, in particular redundancy and moving costs incurred in the year ending 30 June 2023. These documents were required for the years ending 30 June 2023, 2024, and year to date.

48    The Applicant accepted that documents had been provided in relation to the redundancy issue, but no documents had been provided or information regarding moving costs. This, it was submitted, was in circumstances where there was a new factory and, hence, moving costs would be expected. The Respondents submitted that there was no evidence one way or the other about whether there was moving costs. In relation to this type of document, no submission was made that these documents did not exist. Given these submissions by the Respondents, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Item 46

49    Item 46 is described as any documents provided in relation to any capital raising that occurred, whether that was debt or equity capital from June 2023 to October 2024. These documents were required for the years ending 30 June 2023, 2024, and year to date. The Applicant submitted that two emails which were provided were done so without the attachments and, as such, the documents were incomplete. The Respondents accepted that insofar as the documents were incomplete due to the attachments not being provided, there had been non-compliance in relation to the provision of these documents. Given the incomplete provision of documents in this regard, it is concluded that there has been non-compliance with the provision of these documents. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Second category – expert requests

50    The Applicant also identifies six matters which the Expert, in his letter dated 29 July 2025, requested be provided to him which, they submit, have not yet been provided by the Respondents. For the purposes of the resumed hearing, the parties were required to and did, on 8 September 2025, jointly write to the Expert requesting that he identify what documents remain outstanding so that the valuation report could be completed. The Expert responded as required on 11 September 2025. The Respondents and the Sixth Respondent were critical of the Expert’s letter, describing it as vague.

51    Further, it was submitted that the Expert did not have regard to an additional tranche of documents in between the 29 July 2025 letter and this most recent letter of 11 September 2025. This submission was based on the tables in both letters being the same. I do not accept this submission because the Expert commences this 11 September 2025 letter with express reference to the Orders of the Court dated 5 September 2025 and the joint letter from solicitors for the parties dated 8 September 2025. The Expert was required to be provided with a copy of the Court’s Orders of 5 September 2025, and the Orders have been taken into account by the Expert.

52    From those documents and from the Expert’s letter, it is clear that the Expert understood that what was being sought was an update of what “further documents, if any” were required to prepare his report. The 11 September 2025 letter expressly refers to the further tranches of information being provided after his letter of 29 July 2025 on 5, 18, and 26 August 2025. In addition, the Expert noted that submissions and an updated timetable were also outstanding. The Expert refers to his earlier letter of 29 July 2025 which summarised significant pieces of outstanding information.

53    The reasonable conclusion about the tables which identified documents or information as being outstanding, being the same from the 29 July 2025 letter and the 11 September 2025 letter is, in this context, that these documents and this information are still outstanding. It was on this basis that the Applicant submitted that the types of documents within this category of the Expert Requests were still outstanding. The relevant years are identified by reference to each date upon which the valuation is to be undertaken together with the provision of documents three years prior, as has been identified by the Expert. Each of these will now be considered in turn.

Management Accounts/Monthly Management Accounts

54    This item is described as management accounts kept for Amazonia Pty Ltd, Amazonia Specialties Pty Ltd, and Amazonia (Aust) Pty Ltd with a reference to the exhibit in the affidavit of Mr Wesley Martens dated 4 September 2025. These documents were submitted to be required for the years ending 30 June 2020, 2021, 2022, 2023, 2024, and year to date. This was based on the Expert’s requirement for documents three years prior to each of the relevant valuation dates. I accept the period that has been identified for these documents.

55    ‘Management accounts’ is relevantly defined in S.M.H Collin, Dictionary of Accounting (A & C Black, 4th ed, 2007) as follows:

management accounts

financial information prepared for a manager so that decisions can be made, including monthly or quarterly financial statements, often in great detail, with analysis of actual performance against the budget.

56    A slight variation of the term, ‘management accounting’, is also defined in Jonathan Law and Gary Own MSc, A Dictionary of Accounting (Oxford University Press, 4th ed, 2020) as:

management accounting

The techniques used to collect, process, and present financial and quantitative data within an organization to help effective performance measurement, cost control, planning, pricing, and decision making to take place. The major professional body of management accountants in the UK is the Chartered Institute of Management Accountants (CIMA). See also cost accounting.

57    Finally, ‘managerial (management) accounting’ is also defined in Joel G. Siegel PhD, CPA and Jae K. Shim PhD, Dictionary of Accounting Terms (Barron’s Business Guide, 3rd ed, 2000) as:

managerial (management) accounting

process of identification, measurement, accumulation, analysis, preparation, interpretation, and communication of financial information that is used by management to plan, evaluate, and control within an organization. It is the accounting used for the planning, control, and decision-making activities of an organization. Managerial accounting is concerned with providing information to internal managers who are charged with directing, planning, and controlling operations and making a variety of management decisions. Managerial accounting can be contrasted with FINANCIAL ACCOUNTING, which is concerned with providing information, via financial statements, to stockholders, creditors, and others outside the organization.

More specifically, the differences between financial and managerial accounting are summarized here:

58    This last definition provides a useful comparison between financial accounting and managerial accounting.

59    The Applicant submits that such detailed reports can be produced. This is on the basis of some of the documents that have been provided to date. However, for the most part, the Applicant submits that the relevant management accounts have not been provided. The Applicant submits that this should include a balance sheet, an income statement (profit and loss), and a cash flow statement. Some consolidated statements are provided. However, the Applicant submits that this does not or would not satisfy the Expert Request as such documents have not been provided at the subsidiary level and would not meet the description of management accounts.

60    The Respondents contend that documents with the following file names were provided on 2 July 2025 and 15 August 2025, and these would satisfy the Expert Request, being:

(a)    ‘Monthly Financials form Advisory Board Packs-Jan2021 to April 2023.pdf’;

(b)    ‘Revised Net Asset position GeoffCEO30june23.pdf’;

(c)    ‘EOM Pack_Amonzonia Group_Jun23.xlsx’;

(d)    ‘Weekly Cashflows-Apr23 to Jun23.pdf’;

(e)    ‘Updated TB.pdf’;

(f)    ‘Amonzonia Group – Consoldiate FY2024 Monthly Income Statement.pdf’.

61    These documents were provided in tranches referred to by the Expert in his letter of 11 September 2025. However, the Expert still lists management accounts as outstanding. Apart from cash flow statements which I will address shortly, there is no evidence that such management accounts cannot be provided.

62    The filenames of the documents provided (as listed) and the advisory board packs do not answer the description of management accounts as is described and defined by reference to the accounting dictionary definitions. Further, it is apparent, that such documents are not for the period identified by the Expert when the filenames and the period of time described in each of those filenames, is considered.

63    There is, as also mentioned, some evidence that detailed monthly reports are capable of being produced. However, the Second Respondent gives evidence that cash flow statements produce an error in the relevant accounting system.

64    The Sixth Respondent submitted that at a meeting with the Expert, it was stated that certain matters were no longer required. The Applicant’s solicitors gave different evidence. It is preferable, in the circumstances of this application, to rely on the documents: Fox v Percy (2003) 214 CLR 118; [2003] HCA 22 at [31] (Gleeson CJ and Gummow and Kirby JJ).

65    The Expert’s letter of 11 September 2025 provides a written record in response to the Court’s Orders and the parties’ joint letter as to what he still requires. As such, in the circumstances, and only on this interlocutory application, I prefer that evidence. Given the incomplete provision of documents in this regard, the Fourth and Fifth Respondents should be specifically ordered to provide monthly management accounts of Amazonia Pty Ltd, Amazonia Specialties Pty Ltd and Amazonia (Aust) Pty Ltd for the years ending 30 June 2020 to now without cash flows.

Consolidated Workpapers

66    This item is described as such by the Expert in his 11 September 2025 letter. The Applicant only seeks this for the year ending 30 June 2025. The Applicant points to such work papers as were provided for the year ending 30 June 2024 to support a submission that such work papers should exist for the year ending 2025.

67    The Respondents rely on the filenames of documents provided on 24 July 2025, 30 July 2025 and 15 August 2025 as follows:

(a)    ‘2023FY Amazonia Consilidated Tax Rec.pdf’;

(b)    ‘Amazonia - 2024 Audit Trail.xlsx’;

(c)    ‘FY24 Consolidated Tax Reconciliation Extract- Amazonia Group.pdf’;

(d)    ‘Amazonia - 2024 Audit Trail.xlsx’;

(e)    ‘Audit Trail - Comprehensive-30062020.xlsx’;

(f)    ‘Audit Trail -Comprehensive-30062021.xlsx’;

(g)    ‘Audit Trail -Comprehensive-30062022.xlsx’;

(h)    ‘2023FY Amazonia Consolidated Tax Rec.pdf’;

(i)    ‘Amazonia - 2024 Audit Trail.xlsx'.

68    It was submitted by the Respondents that such work papers are internally produced, and there seemed to be some suggestion that the requests were for documents prepared by external accountants. The request from the Expert, on the face of the letter of 11 September 2025, is not limited to internally or externally produced work papers.

69    In any event, it is apparent from these filenames that such matters do not relate to the financial year ending 30 June 2025. As such, these documents should be provided, and an Order specifically requiring the Fourth and Fifth Respondents to provide these documents should be made.

Significant Contracts/Correspondence Suppliers

70    This item is described as being “inferred from some analysis needs to be provided of at least key practical terms with suppliers”.

71    The Respondents provided a number of responses to these types of documents and it is unnecessary to list them all in these reasons. However, those include references to documents provided on 15 July 2025 and 12 September 2025. There are also several documents described, but with a notation “to be sent”. This was part of the Second Respondent’s affidavit. Insofar as those documents had that notation, it was accepted by the Respondents that there had been non-compliance in relation to the provision of these documents. As such, the Fourth and Fifth Respondents should be ordered specifically to provide these documents.

Correspondence with financiers

72    This item is effectively the same, or similar, to Item 39, which I have considered in detail above. It is unnecessary to repeat those matters here. It is sufficient to rely on the reasons in relation to Item 39 above. The Fourth and Fifth Respondents should be again ordered to provide these documents.

The Sixth Respondent

73    This item is described as “Any summary financial information, budgets or similar the company or Respondents provided to the Sixth Respondent before or as of July 2023 through to 30 June 2025”.

74    This item was also referable to Item 46, which is dealt with above. Again, it is unnecessary to repeat those matters here. It is sufficient to rely on the reasons in relation to Item 46 above. As such, the Fourth and Fifth Respondents should be again ordered to provide these documents.

Carrying Value of intangible assets

75    The last item, which was described as “If there was an orderly or a forced realisation, explanation or information of realisable value of…intangibles”, was not pressed by the Applicant, it being accepted that the Expert was seeking submissions in relation to that description of matters.

third category – june 2024 orders

76    Relevantly, the June 2024 Orders required the Respondents to provide the following:

Provision of Documents

3.     On or before 12 July 2024, the First, Second, Fourth and Fifth Respondents (Martens Respondents) are to provide to the Applicant the following documents:

3.1.     general ledgers for the period 2022 to 2024 in unlocked excel format for the Fourth and Fifth Respondents, Amazonia Specialities Pty Ltd, Amazonia (Aust) Pty Ltd, Amazonia Pty Ltd, Amazonia Co Pty Ltd, Amazonia Food Pty Ltd, Amazonia NZ Pty Limited and Amazonia Europe BV (Companies);

77    The Respondents accepted that there was no “document that is before the Court at the moment, from anybody, that purports to be a general ledger”.

78    It appears from the chain of correspondence that trial balances were initially provided, and the position was advanced that, “[w]e are instructed that the documents you have referred to as a trial balance are in fact general ledgers”. It was accepted by counsel for the Respondents that the documents which were described as and appeared on the face of those documents were in substance a trial balance.

79    The descriptions of general ledger and trial balance are also relevantly defined in a Dictionary of Accounting:

general ledger

The ledger containing the nominal accounts and real accounts necessary to prepare the accounts of an organization. This ledger is distinguished from the personal ledgers, such as the debtors’ ledger and creditors’ ledger, which contain the accounts of customers and suppliers respectively.

trial balance

A listing of the balances on all the accounts of an organization, with debit balances in one column and credit balances in the other. If the rules of double-entry book-keeping have been accurately applied, the totals of each column should be the same. If they are not the same, checks must be carried out to find the discrepancy. The figures in the trial balance after some adjustments, e.g. for closing stocks, prepayments and accruals, depreciation, etc., are used to prepare the final accounts (profit and loss account and balance sheet). 

80    These terms are also defined in a Dictionary of Accounting Terms:

general ledger

record of a business entity's accounts. The general ledger contains the accounts that make up the entity's financial statements. Separate accounts exist for individual assets, liabilities, stockholders' equity, revenue, and expenses. In some cases, control accounts summarize detail appearing in a SUBSIDIARY LEDGER (e.g., individual customer accounts tying into the accounts receivable account). A trial balance is prepared of the general ledger accounts at the end of the accounting period to assure that total debits equal total credits. The general ledger may be in bound or loose-leaf form, magnetic tape, in computer memory, or other form. See also LEDGER.

trial balance

listing of the account balances from the general ledger, prepared at the end of the accounting period. All accounts are listed in the order in which they appear in the ledger. Total debits must equal total credits; otherwise, an error has been made. Even though the trial balance furnishes arithmetical proof that debits equal credits, it does not detect all errors. For example, a posting to the wrong account may have occurred. The trial balance is a work sheet and not a formal financial statement. It serves as a convenient basis for the preparation of the balance sheet and income statement. See also POST-CLOSING TRIAL BALANCE.

listing of the account balances of a subsidiary ledger (i.e., customer accounts) that must agree with the total of the control account (i.e., accounts receivable) in the general ledger.

81    Another description for a general ledger is a detailed or comprehensive record of all financial transactions. The documents which are headed Trial Balances are documents of a kind which summarise the closing balances. They are not documents of a kind which provide a detailed listing of transactions, as already observed and as was accepted. Those documents headed “Trial Balance” are not general ledgers. There is an absence of evidence that documents properly meeting the description of a general ledger have been provided to the Applicant. The Respondents were on notice of this application and of the contentions of the Applicant, particularly in this regard that the general ledgers, in accordance with the June 2024 Orders, have not been provided. However, no satisfactory response has been provided.

82    The June 2024 Orders, being made at that time, only provided for general ledgers to be provided until the end of the financial year 30 June 2024. However, it is now apparent that the financial year ending 30 June 2025 would also be required. As such, I propose to effectively amend Order 3.1 of the June 2024 Orders to also include the financial year ending 30 June 2025, and also for a time period closer to trial. I will hear from the parties further regarding this. However, the Fourth and Fifth Respondents should be again ordered to provide these documents, with the addition of the financial year ending 2025.

direct access to the systems

83    The Applicant also presses in the Document Application for direct access to the Systems of the Companies. This is in reliance on the decision in Fairview and because of the Respondents’ non-compliance to date with the Orders of the Court for the provision of documents. The Respondents submit that such direct access is disproportionate. It can be accepted that in facilitating the overarching purpose, considerations of proportionality may be relevant to the exercise of discretion. However, in exercising this discretion, this is but one factor in undertaking the evaluative exercise in which various competing or complementary considerations are weighed: Monks v Pieman Resources Pty Ltd [2025] FCAFC 121 at [65] but also see [64] to [80].

84    Further, the Respondents submit that direct access involves a “fairly strong approach” or, as it was argued earlier, involves a “high threshold” and, further, that it should be avoided because it is so “invasive”. I do not accept the submission that the application for direct access involves a fairly strong approach or a high threshold. It must be emphasised that although the Respondents did initially submit that this was supported by authority, none was ultimately relied upon. Wigney J in Fairview did not refer to any such test. What was relevant in Fairview, and what is relevant in the circumstances of this case, is the non-compliance with the Orders of the Court for the provision and production of documents.

85    This application is one seeking for the Court to exercise its discretion in the particular circumstances of this case, and as the principles were outlined and considered in Monks. By s 37M(3), the Court is required to consider exercising its procedural powers in a way that best promotes the overarching purpose, being to facilitate the just resolution of disputes according to law, and as quickly, inexpensively and efficiently as possible: Monks at [57] to [63], and CBP Contractors at [56].

86    The Applicant has brought these proceedings claiming oppression. It was successful in the separate question determination: Norden (No 1). As the Applicant is no longer involved in the Companies, it has no access to any documents of the Companies which will be relevant for the final hearing. The Applicant is reliant on the Respondents providing those documents.

87    The Respondents firstly claimed, in their written submissions, complete compliance with the Court’s orders, although there is some qualification at the end of those written submissions seeking that the Court affirm the Respondents have complied with their obligations subject only to the practical limitations of existing records. As already observed, the May Orders did require provision and creation of documents, and, in that regard, I do not accept the submission that having to generate or produce documents was beyond the reach of the May Orders. Then the Respondents submitted that there had been substantial compliance with the Court Orders, but also accepting non-compliance with the Court’s Orders for the provision of documents.

88    This changing position has caused the Applicant concern regarding the provision of documents. These documents are not only necessary for the final hearing of this matter, but also for the Expert so that he may be able to finalise his valuation report at the various points in time identified. The expert report is necessary for the second scheduled mediation, currently to take place in the week of 3 November 2025. Further, the expert report will be necessary for the final hearing, listed and commencing on 8 December 2025, should the matter not resolve at mediation.

89    The documents the subject of the June 2024 Orders were ordered to be produced more than 12 months ago. Even the documents the subject of the May Orders were required by 9 June 2025, which is some three months ago. The Respondents contended they have acted promptly. I do not accept that submission in the circumstances just outlined. There has been delay in the provision of documents. There has been, also, much correspondence between the parties, and with the Expert, regarding the provision of documents. This increases the costs of these proceedings. This Document Application was raised and the subject of a case management hearing on 26 August 2025. It was set for hearing on 5 September. It was not able to be completed on that day and therefore adjourned until 15 September 2025, with a full day of argument.

90    That is, almost another three weeks have been occupied with the Document Application, in circumstances where the Respondents accepted at the hearing that there has been some non-compliance with the Court’s Orders and submitted late compliance. Although it was also accepted that, being late, it was not in compliance with the Orders of the Court. Further, documents being provided in between the adjourned hearing of 5 September and 15 September was also non-compliant. Again, this has caused delay and increased the costs to the parties. The Respondents have not proposed any reasonable alternative. Observing that certain documents are “to be sent” or that, “[p]lease advise what is insufficient about the information provided and what further details or alternative information could be provided to satisfy requirements”, is insufficient. Submissions that specific reports, or that any specific discovery applications, can be made will only cause further delay and increase the costs further. The trial in this matter has already been vacated once and the second mediation has been pushed back to November from its originally scheduled time in September.

91    Although not directly advanced by the Respondents, but which arose during the course of argument at the hearing, one consideration is to adjourn the direct access aspect of the Document Application and again order the production and provision of the specific documents, as is dealt with above. Should there then be further non-compliance, the Applicant could seek to bring the direct access part of the application back to the Court.

92    This is also in the context of ordering the production of specific documents again as it may relieve the deficiency in the documents provided so far. However, and without assuming further non-compliance by the Respondents, given the submission that the Respondents will comply with the Orders of the Court made at the hearing, this course, however, may be productive of further delay if the matter has to be brought back to Court for Orders granting direct access. That will not only cause further delay but will increase the costs as well.

93    I accept that there will be some intrusion, and perhaps even some disruption, to the Respondents if direct access is granted. This must be weighed as part of the evaluative exercise in exercising the Court’s discretion.

94    On balance, taking into account all of the matters raised above, the non-compliance with the Court’s Orders, delay, and changing position of the Respondents and the potential for increased costs, such matters are not consistent with the overarching purpose and principles of case management in ss 37M and 37N of the FCA Act. As already indicated, the Court has a broad power to make such Orders of such kinds, including interlocutory orders, as it thinks appropriate. For all of these reasons, the direct access sought by the Applicant will be granted.

95    The Respondents submitted that a confidentiality regime would be appropriate, although it must be accepted that that submission was made in a slightly different context. The Applicant did not oppose confidentiality orders. Wigney J in Fairview expressly made such orders. Although such Orders may simply be a restatement of the Harman obligation, it is appropriate to make such Orders so that on the face of the Orders made granting direct access, the confidentiality obligations are clear.

CONCLUSION

96    The Document Application, for the most part, will be allowed, with specific provision for the types of documents in the three categories, which, for the avoidance of doubt, must not be redacted. Direct access to the Companies’ Systems will also be granted.

97    I will hear further from the parties on the questions of costs and the precise form of the orders to be made, in accordance with these reasons for judgment.

Associate:

Dated:    17 September 2025

SCHEDULE OF PARTIES