Federal Court of Australia

Page v Conneely, in the matter of Shyzi Pty Ltd (ASIC register) [2026] FCA 820

ORDERS

THE COURT ORDERS THAT:

1.    The register kept by the Australian Securities and Investments Commission (ASIC) in relation to Tallywalker Pty Ltd ACN 600 692 886 be rectified pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth) to reflect the position that:

(a)    Maria Comino was not appointed as director and secretary on 5 April 2017, contrary to the information contained in the Form 484 lodged with ASIC on 6 April 2017;

(b)    Maria Comino was not appointed as director on 1 June 2018, contrary to the information contained in the Form 484 lodged with ASIC on 1 June 2018;

(c)    Charles Comino was not appointed as director and secretary on 11 December 2017, contrary to the information contained in the Form 484 lodged with ASIC on 11 December 2017; and

(d)    Prudence Pickstone was not appointed as director on 16 March 2018, contrary to the information contained in the Form 484 lodged with ASIC on 16 March 2018.

2.    Liberty to apply within seven days to vary these orders to any interested person who was not notified of the application.

3.    There be 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

CHEESEMAN J:

1    These reasons address an interlocutory application brought by the sixth defendant, Tallywalker Pty Ltd ACN 600 692 886, following delivery of judgment in the substantive proceedings: Page v Conneely, in the matter of Shyzi Pty Ltd [2025] FCA 1646. Familiarity with the reasons for judgment is assumed and the same definitions are used in these reasons.

2    The substance of the present application is to have the ASIC register corrected so that the information recorded therein accords with the facts found as to the officeholders of Tallywalker. Earlier orders directed to that same objective were made in respect of some but not all the individuals who were incorrectly named as Tallywalker officeholders. This was because it was not apparent that some of the affected individuals were on notice of the application. I am satisfied on the evidence before me that notice has now been given to the individual named officeholders who are affected by this application. The individuals concerned are Maria Comino, Charles Comino and Prudence Pickstone. I made procedural orders to facilitate Ms Comino, Mr Comino and Ms Pickstone being heard on this application by taking specified steps within a specified timeframe if they chose to do so. That timeframe elapsed without those individuals taking any steps. Notice of this application has also been provided to the other parties to the proceeding. No party has sought to be heard on this application. I consider it appropriate to determine this application on the papers.

3    In Page, I made the following findings relevant to the present application. The historical directorship of Tallywalker as recorded in the ASIC register is incorrect in that: (1) Ms Comino and Ms Pickstone were not validly appointed as directors in accordance with the Tallywalker constitution: Page at [1674]-[1675], [1681]-[1683]; (2) the prima facie presumption as to directorships arising under s 1274B(2) of the Act by virtue of the information recorded on the ASIC register is displaced as it relates to Ms Comino and Ms Pickstone as purported directors of Tallywalker: Page at [1688]; (3) Mr Brooks was appointed director at a general meeting held 12 March 2017, which appointment was validly made under the Tallywalker constitution, notwithstanding it was not notified to ASIC: Page at [1642]-[1644], [1669]-[1670]; and (4) Mr Brooks has not resigned or been removed as a director thereafter: Page at [1670]. On the facts found and in light of the requirements of the Tallywalker constitution, I am also satisfied that Mr Comino was not validly appointed as a director and secretary and the prima facie presumption as to directorship arising under s 1274B(2) is similarly displaced in relation to his status. I am similarly satisfied that Ms Comino’s purported appointment as secretary is also invalid and that the register must be corrected accordingly: Page at [1682].

4    The relief now sought by Tallywalker is consistent with the findings made and I am satisfied it is appropriate to exercise the power under s 1322(4) of the Act to rectify the ASIC register and make the associated declarations. I am satisfied, in accordance with s 1322(6), that no substantial injustice has been or is likely to be caused to any person. The orders are consistent with, and necessary to give effect to, the findings already made in Page concerning the validity of the relevant appointments.

5    The orders will regularise the ASIC register so that it reflects the true position, namely that Ms Comino, Mr Comino and Ms Pickstone were not validly appointed as directors, and that Mr Comino was not appointed as a secretary and Ms Comino was not appointed as a secretary concurrently with her first period as a purported director. I have already made orders that Mr Brooks’ appointment be recognised, with the consequence that he was the sole director between 5 April 2017 and 18 March 2019. To the extent that this gives rise, retrospectively, to a technical contravention of the requirement in Tallywalker’s constitution that there be two directors, it is just and equitable to relieve against invalidity: Mr Brooks acted honestly in circumstances where he was the subject of the conduct giving rise to that position, and the impugned acts are properly characterised as procedural for the purposes of s 1322(6)(a) of the Act. The declarations do no more than validate acts done in that period notwithstanding the absence of a second director, without affecting any substantive duties. Any third-party prejudice appears hypothetical and has not been particularised and, in any event, is addressed by the statutory assumptions in s 129. In those circumstances, I am satisfied that the statutory criteria are met and that it is appropriate that I order that the register be rectified. Importantly, rectifying the register has utility in reducing the risk that the public be misled as to the identity of the valid directors of the company in the given periods and presently.

6    Accordingly, I will make orders substantially in accordance with the relief sought by Tallywalker.

Associate:

Dated:    26 June 2026

SCHEDULE OF PARTIES