Federal Court of Australia

Altrad Australia Pty Ltd v Dropulich (No 3) [2026] FCA 619

ORDERS

THE COURT ORDERS THAT:

1.    By 4.30pm (AWST) on 10 June 2026 the applicants serve on the third respondent the following particulars of the allegations pleaded in paragraphs 48, 48A, 48B, 48C, 52D and 52I of the second further amended statement of claim filed on 19 December 2025.

(a)    A list of each transaction (described by date, nature and amount) alleged to comprise part of the total amount in which it is alleged that trade creditor liabilities, or trade and other payables, were understated as the case may be as pleaded in that paragraph.

(b)    The basis upon which or reason for which it is alleged that trade creditor liabilities, or trade and other payables, were understated as the case may be as pleaded in that paragraph.

2.    Except as to the particulars described in paragraph 1 of these orders, the third respondent’s interlocutory application filed on 20 February 2026 be dismissed with no order as to costs.

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

REASONS FOR JUDGMENT

FEUTRILL J:

1    The third respondent (Mr Singh) filed an interlocutory application for orders that the applicants (Altrad parties) provide Mr Singh answers to certain requests for particulars of the second further amended statement of claim under r 16.45 of the Federal Court Rules 2011 (Cth). After the application was filed, orders were made by consent for the relevant parties to file and serve outlines of submissions and for the application to be resolved without an oral hearing. Having read the parties’ submissions, it is an appropriate application to be determined without an oral hearing under s 20A of the Federal Court of Australia Act 1976 (Cth). These are the reasons for the orders made on that application.

2    Mr Singh’s application is the second dispute about the statement of claim that has been the subject of application and adjudication. An application of Mr Singh and the first respondent (Mr Dropulich) to strike out an earlier version of the statement of claim was dismissed in April 2025: Altrad Australia Pty Ltd v Dropulich [2025] FCA 342. After hearing that application orders were made to the effect that, except in the case of urgency (which is not here relevant), where an interlocutory dispute arises between parties no party is to file an interlocutory application unless the parties’ legal representatives have conferred in person and attempted to resolve the dispute. Further, a short note stating, amongst other things, that the parties have conferred must be filed at the same time as any interlocutory application. Mr Singh failed to comply with those orders. Absent the parties’ consent orders agreeing to deal with the application on the papers, Mr Singh’s non-compliance with the orders of the Court would be sufficient reason to dismiss his application with costs.

3    The form of the orders Mr Singh seeks adopts a style of requesting particulars that is formulaic. If made, Altrad would be required to provide ‘usual particulars’, ‘usual details’ or ‘usual calculations’ of various allegations in the statement of claim. The proposed orders would define the ‘usual’ particulars, details or calculations in such a way that identifying precisely what ‘fair notice’ of the Altrad parties’ case is sought would be obscured behind prolix, unfocussed and repetitive requests for information that in many instances has no obvious application to the allegation for which the ‘usual’ information would be sought. Notwithstanding the impenetrability of the proposed request for particulars, Mr Singh’s written submissions provide a lucid explanation of the real nature of his complaint from which it is apparent that answers to more concise requests for information would suffice. A distillation of Mr Singh’s complaint to a shorter and comprehensible request is precisely what the Court expects would have taken place if there had been in person conferral between the parties’ legal representative before Mr Singh filed his application. Accordingly, if there had been compliance with the Court’s case management orders, it is doubtful that there would have been any need for the interlocutory application and the costs incurred as a result of it.

4    The Altrad parties’ case against Mr Singh and the other respondents relates to representations it is alleged the respondents made in annual reports, financial statements and other financial documents of the third applicant (Valmec) about EBITDA, trade creditor liabilities and trade and other payables in the 2018, 2019, 2020 and 2021 financial years. It is also alleged that the financial statements Valmec prepared in the 2019, 2020 and 2021 financial years failed to give a true and fair view of Valmec’s financial position and performance in contravention of certain provisions of the Corporations Act 2001 (Cth).

5    Relevantly, it is alleged that the representations were misleading and the financial statements deficient as follows.

48.    The representations made by Mr Dropulich, Mr Zurhaar and Mr Singh pleaded in paragraphs 43 and 45 above were misleading in that those representations were false in that Valmec’s EBITDA for FY21 was less than $12 million.

Particulars

Valmec’s EBITDA for FY21 was overstated by at least $1,166,606 no more than $$8,250,000 in circumstances where there were verifiable trade creditor liabilities at 30 June 2021 were understated by at least $5,531,821 (ex GST) that were not reflected in the documents provided to Altrad and Altrad Australia prior to the Acquisition, in particular the FY21 Forecast Spreadsheet, CFO Report, the FY21 financial accounts pleaded at paragraph 20 above, the Appendix 4E Report and the Scheme Booklet.

Further particulars will be provided following the exchange of expert reports and prior to trial.

48A.    The 2018 Representations made by Mr Dropulich, Mr Zurhaar and Mr Singh pleaded in paragraph 46I above was misleading in that those representations were false in that Valmec’s EBITDA for FY2018 was overstated by around $5,158,835 and its trade and other payables for FY18 were understated by around $5,158,835.

48B.    The 2019 Representation made by Mr Dropulich, Mr Zurhaar and Mr Singh pleaded in paragraph 46J above was misleading in that the representations was false in that Valmec’s trade and other payables for FY19 were understated by around $4,365,215.

48C.    The 2020 Representation made by Mr Dropulich, Mr Zurhaar and Mr Singh pleaded in paragraph 46K above was misleading in that the representations was false in that Valmec’s trade and other payables for FY20 were understated by around $4,365,215.

…

52D.    By reason of the matters pleaded in paragraph 52B above and that that the trade and other payables for FY19 were understated by around $4,365,215, the 2019 Annual Report (or financial statements within the 2019 Annual Report) failed to give a true and fair view of Valmec’s financial position and performance for FY19 in accordance with section 297 of the Corporations Act.

…

52I.    By reason of the matters pleaded in paragraph 52G above and that Valmec’s trade and other payables for FY20 was understated by around $4,365,215, the 2020 Annual Report (or financial statements within the 2020 Annual Report) failed to give a true and fair view of Valmec’s financial position and performance for FY20 in accordance with section 297 of the Corporations Act.

6    Mr Singh submits that in determining whether particulars are necessary having regard to contemporary case management, the relevant question may be answered by asking whether a lawyer looking at the pleading (and particulars), genuinely interested in knowing what issues are to be tried and the case that has to be met, would have any difficulty in ascertaining those matters: Austin Engineering Ltd v Podulova (No 3) [2024] FCA 1001 at [46]. In Altrad (No 1) at [7] I made a similar observation with respect to whether the statement of claim met the basic requirements of stating the Altrad parties’ case with sufficient clarity to allow the respondents a fair opportunity to meet it for the purposes of an application to strike out a pleading under r 16.21 of the Rules. With respect to the application for particulars, in substance, the Altrad parties submit that the Court has already applied the relevant standard to paragraph [48] of the amended statement of claim and concluded that the pleading met the basic requirements. Accordingly, as paragraph [48] of the current statement of claim is in materially the same terms as the earlier pleading and paragraphs [48A]-[48C] are in similar terms, the current pleading meets the basic requirements and no further particulars are necessary for Mr Singh to conduct his case for the purposes of r 16.45 of the Rules.

7    While Mr Singh’s application could be characterised as relitigating an interlocutory issue that has been decided against him, as I also observed in Altrad (No 1) (at [9]-[12]), there is a difference between pleading material facts and providing particulars of those facts. Broadly, the function of material facts is to inform the other parties what facts are to be proved and the function of particulars is to inform how those facts are to be proved. Identification of the level of detail that is ‘fair notice’ and adequate for a party to conduct its case and know how the case against it will be proved is more of an art than a science. Modern case management techniques should be taken into account as should the overarching purpose of the civil practice and procedure provisions described in s 37M of the Federal Court Act, but, even allowing for all the pre-trial exchange of information and notice of evidence, there is a minimal level of information that is ‘fair notice’. The minimal level very much depends on the nature of the case at hand, the allegations made, the existing level of detail provided in the pleading or by other pre-trial steps and the stage the proceedings have reached. The level of information in a pleading may be sufficient to avoid a strike out, but inadequate for the opposing party to conduct its case without further particulars. For instance, a strike out application will often fail if a deficiency in the pleaded information is capable of cure through particulars.

8    In Altrad (No 1) the level of information in the amended statement of claim was sufficient to avoid a strike out of the pleading, but the Court was not addressing the adequacy of the particulars pleaded in support of the material facts in isolation. It is also relevant that the strike out application was heard shortly after the proceeding was commenced and before any defences had been filed. A significant amount of water has passed under the bridge since April last year. Defences have been filed, discovery has been given, attempts have been made to agree on common expert briefs, and a trial has been listed and vacated to accommodate the most recent amendments to the statement of claim. While not all pre-trial steps have been completed, it is to be expected that the Altrad parties would be in a position to provide more information about how it intends proving its case now than was the case in April last year when all interlocutory steps remained to be completed in the future.

9    In the context of the stage the proceeding has reached, Mr Singh submits that the ‘accounting errors’ alleged in the second further amended statement of claim are pleaded at too great a level of generality for him to have fair notice of the case to be met or to enable him to conduct his defence without further particulars. Mr Singh also makes a number of more specific complaints about the adequacy of the particulars in the statement of claim.

10    Mr Singh submits it is not clear on the face of the pleading whether the Altrad parties allege that EBITDA in each of the 2018 and 2021 financial years is overstated only because the trade or other payables is understated or for any other reason. That submission is not accepted. It is tolerably clear in paragraph [48] and paragraph [48A] that the only basis given for the overstatement of EBITDA is understatement of trade creditor liabilities and trade or other payables. The facts and particulars pleaded do not permit the Altrad parties to adduce evidence at trial of any wider case about the understatement of EBITDA.

11    Mr Singh submits that it is not clear why it is said that the trade or other payables are understated. Mr Singh submits that it is not clear if the allegations are limited to trade creditor liabilities which were not recorded in the financial statements and other financial documents and, if so, which trade creditors were not recorded. These submissions are correct, but the real question is whether it is necessary for Mr Singh to know the unparticularised information at this stage to conduct his defence.

12    Mr Singh submits that without the information he will have no choice but to deny the allegations which will not narrow the issues in dispute. He also submits that to prepare his evidence he will have to take the following steps:

(a)    review every line item in the accounts including each invoice processed;

(b)    explain the process by which each trade or other payables and any other accounting entry was recorded including by reference to supporting materials;

(c)    to the extent it is alleged that certain invoices were not recorded at all, review the whole discovery and reconcile every invoice; and

(d)    otherwise provide evidence as to the accounting policy and procedures for recording the revenue and expenses of Valmec.

He submits that in undertaking those steps he may not ultimately address the substance of the Altrad parties’ case against him.

13    Mr Singh submits that the particulars he seeks would not require the Altrad parties to plead hundreds of individual transactions, rather it would merely require them to: (1) identify the ‘accounting error’ which is said to have led to the overstatement or understatement of accounts; and (2) provide a list of those trade creditors which are alleged to be the subject of that error. Therefore, Mr Singh submits, the requested particulars are proportionate and otherwise necessary and consistent with the overarching purpose of the civil practice and procedure provisions.

14    It is not accepted that, on the material facts and particulars as pleaded in the second further amended statement of claim, Mr Singh has no alternative but to deny the allegations in the relevant paragraphs. On the existing pleadings, Mr Singh admits that he was the Company Secretary and Chief Financial Officer of Valmec during the relevant period and pleads that he was a certified public accountant. It is to be expected that Mr Singh would have direct knowledge of the manner in which the financial statements and other financial documents were prepared, the accounting policies and standards used and the extent to which these were applied correctly and the financial statements prepared properly in accordance with the requirements of the Corporations Act. Therefore, Mr Singh should be in a position to admit or deny the material facts as pleaded. As to paragraph [48] he has already denied the earlier version of the allegation in that paragraph and pleaded that he had reasonable grounds for any representations made and, in context, the financial statements gave a true and fair view of Valmec’s financial position.

15    It is also not accepted that the preparation of his evidence necessarily requires him to take any or all the steps he has identified without the provision of the requested particulars. Mr Singh will receive full particulars of the Altrad parties’ allegations upon the exchange of expert reports in due course. Therefore, through appropriate sequencing and timing of exchange of the evidence upon which the Altrad parties rely any difficulty in identification of relevant information or wasted effort could be avoided.

16    Notwithstanding rejection of Mr Singh’s reasons for submitting that he needs the requested particulars, it is accepted that the current level of particularity in the statement of claim is not adequate for Mr Singh to know why it is alleged that alleged trade creditor liabilities and trade creditors and other payables were understated. Without that information Mr Singh is not able to know how the Altrad parties intend proving the case against him. It is also difficult to see how Mr Singh could plead a positive defence specifically to those allegations or narrow the issues by some form of confession and avoidance plea.

17    Accepting that Mr Singh will receive full particulars through the provision of expert evidence, it is nonetheless not reasonable or consistent with the overarching purpose of the civil practice and procedure provisions that a party remain unaware of how a case will be proved against that party and unable to plead a positive defence to allegations for any extended period of time. Mr Singh should not have to wait until he has received ‘fair notice’ in the form of all the expert evidence upon which the Altrad parties intend relying before he is placed in a position to prepare his evidential case. That would not aid a quick, efficient or cost-effective resolution of the proceeding. At the same time, the form of the particulars Mr Singh has sought is well beyond anything that is necessary for ‘fair notice’ or to address the real nature of his complaints about the inadequacy of the information currently pleaded in the statement of claim.

18    It is evident from the relatively precise amounts by which it is alleged EBITDA was overstated and trade creditor liabilities or trade or other payables understated that the Altrad parties must have identified the individual transactions that they allege should have been but were not included as trade creditor liabilities and trade or other payables in the financial statements. It is also evident that the Altrad parties must have identified the basis or reason for alleging that the transactions should have been but were not included in the financial statements. That basis or reason could be due to an alleged misapplication of an accounting policy or standard, failure to record transactions or on some other basis or for some other reason.

19    Taking all the above matters into account, the Altrad parties should be ordered to provide Mr Singh with the following information.

(1)    A list of each individual transaction (described by date, nature and amount) alleged to comprise the trade creditor liabilities understated or trade or other payables understated as pleaded in each relevant paragraph of the statement of claim.

(2)    The basis upon which or reason for which it is alleged that trade creditor liabilities were understated or trade or other payables was understated in each relevant paragraph.

20    Having regard to non-compliance with the case management orders relating to filing interlocutory applications, there will be no order as to costs.

Associate:

Dated:    20 May 2026