Federal Court of Australia

Goyal, in the matter of Ultra Commerce Holdings (Administrators Appointed) [2026] FCA 821

ORDERS

THE COURT ORDERS THAT:

1.    The originating process filed 23 June 2026 be returnable instanter and be determined on an ex parte basis.

2.    Pursuant to s 65-45 and further or alternatively s 90-15 of the Insolvency Practice Schedule (Corporations), being Schedule 2 of the Corporations Act 2001 (Cth) (IPS), and by operation of ss 65-5(2), 65-15(2), 65-25(1)(c) of the IPS, with effect nunc pro tunc from 2 June 2026, the Administrators:

(a)    are not required to maintain separate administration accounts in relation to each of the third to ninth plaintiffs (Companies) as otherwise required by s 65-5(1) of the IPS;

(b)    are not prevented from paying other monies into an administration account in relation to each of the Companies as otherwise prohibited by s 65-15(1) of the IPS;

(c)    are to operate, in relation to the Companies, the following bank accounts (to which confidential account numbers are herein redacted pursuant to ss 37AF and 37AG of the Federal Court of Australia Act 1976 (Cth)) (Administration Accounts):

(i)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX81

BSB: 062-000

Currency: AUD

(ii)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX97

BSB: 062-000

Currency: NZD

(iii)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX34

BSB: 062-000

Currency: USD

(iv)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX77

BSB: 062-000

Currency: GBP

(v)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX69

BSB: 062-000

Currency: EUR

(vi)    Ultra Commerce Holdings Limited Administration Account

Account Number: XXXXXX93

BSB: 062-000

Currency: HKD

(vii)    Ultra Serve Internet Pty Ltd

Account Number: XXXXXX76

BSB: 062-000

Currency: AUD

(viii)    Ultra Serve Internet Pty Ltd

Account Number: XXXXXX27

BSB: 062-000

Currency: USD

(ix)    Omnyfy Technology Pty Ltd Administration Account

Account Number: XXXXXX13

BSB: 062-000

Currency: AUD

(x)    Comestri Pty Ltd Administration Account

Account Number: XXXXXX78

BSB: 062-000

Currency: AUD;

(d)    must pay all monies received by the Administrators on behalf of, or in relation to, the external administration of any one or more of the Companies, into one or more of the Administration Accounts within 5 business days of receipt; and

(e)    must pay any monies out of the Administration Accounts for purposes related to the external administration of any one or more of the Companies or Comestri HK Ltd, Slatwall Commerce Private Ltd, Ultra Serve Europe Ltd, Ultra Commerce BV, Ultra Commerce LLC and PruCart LLV.

3.    The Administrators are to give notice of these orders to the creditors of the Companies by:

(a)    placing a copy of these orders on the website maintained by Cor Cordis at http://www.corcordis.com.au; and

(b)    sending a copy of these orders by:

(i)    email to any creditor of the Companies for whom or which the Administrators have an email address; and

(ii)    mail to all other creditors of the Company for whom or which the Administrators do not have an email address.

4.    The Administrators are to give notice of these orders to the Australian Securities and Investments Commission (ASIC) by email to the address rl.legal@asic.gov.au.

5.    Any person who can demonstrate sufficient interest to discharge or vary these orders has liberty to apply on not less than 72 hours’ notice to the first and second plaintiffs.

6.    The costs of and incidental to this application be costs in the administration of each of the third to ninth plaintiffs, jointly and severally.

THE COURT NOTES THAT:

A.    The Administrators served the originating process on ASIC by email to the address rl.legal@asic.gov.au at 6.30am on 24 June 2026.

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

REASONS FOR JUDGMENT

Delivered ex tempore, revised from transcript

YOUNAN J:

1    By originating process filed 23 June 2026, the first and second plaintiffs, the joint and several voluntary administrators (Administrators) and the third to ninth plaintiffs, being entities under external administration (together, Ultra Group), seek directions pursuant to ss 65-45 and 90-15 of the Insolvency Practice Schedule (Corporations) (IPS), being Schedule 2 to the Corporations Act 2001 (Cth) (Act), relieving the Administrators from compliance with the requirements of Division 65 of the IPS, in relation to using funds in the account of one or more companies within Ultra Group for purposes related to other companies in the group. Those requirements pertain to what may be paid into, and out of, an administration account.

2    The Administrators seek relief, nunc pro tunc from 2 June 2026 (being the date of the Administrators’ appointment) regarding the operation of several new administration bank accounts for Ultra Group. The relief is sought to provide protection from the strict liability that otherwise ensues from non-compliance with certain provisions of Division 65.

Directions sought by Administrators

3    Ultra Group seeks orders that the Administrators are:

(i)    not required to maintain separate administration accounts in relation to each of the third to ninth plaintiffs (Companies), as otherwise required by s 65-5(1) of the IPS;

(ii)    not prevented from paying other monies into an administration account in relation to each of the Companies, as otherwise prohibited by s 65-15(1) of the IPS;

(iii)    to operate certain bank accounts in relation to the Companies (Administration Accounts);

(iv)    to pay all moneys received by the Administrators on behalf of, or in relation to, the external administration of any one or more of the Companies, into one or more of the Administration Accounts within five business days of receipt; and

(v)    to pay any monies out of the Administration Accounts for purposes related to the external administration of any one or more of the Companies or Comestri HK Ltd, Slatwall Commerce Private Ltd, Ultra Serve Europe Ltd, Ultra Commerce BV, Ultra Commerce LLC and PruCart LLV (being the six foreign entities within the Group).

Basis of the directions made

4    The Court may make such orders as it thinks fit in relation to the external administration of a company (s 90-15(1) of the IPS), and directions specifically in relation to payment, deposit or custody of money payable to, or held by, an external administrator of a company (s 65-45 of the IPS). An external administrator may apply to the Court for such orders and directions: ss 5-30(a)(iii), 65-45(5)(a), 90-20(1)(a) and (d) of the IPS. Those directions may operate as exceptions to the requirements of Division 65, as per ss 65-5(2) and 65-15(2) of the IPS, and otherwise provide the Court’s imprimatur, as per s 65-25(1)(c) of the IPS. Those requirements are generally that a separate administration bank account is opened for each separate company under administration, and that monies received by the administrator in relation to the company are paid into it.

5    On the basis of the evidence in the affidavit of Rahul Goyal affirmed on 23 June 2026, together with Exhibit RG-1 to that affidavit, and the further affidavit of Mr Goyal affirmed on 24 June 2026, I am satisfied that the orders sought by the Administrators should be made.

6    Ultra Group builds, sells and maintains a digital commerce platform for its customers to help sell their products online and manage their ecommerce platform. While its headquarters are in Australia, the Group has operations in several countries.

7    The Administrators rely on evidence that, for reasons of efficiency and cost reduction in the administration of the Companies, there is no benefit to the Companies or their creditors in maintaining separate accounts. Furthermore, as a matter of exigency, it is important for the ongoing administration of Ultra Group that funds being held in foreign entities not subject to external administration be available to fund operations, employee entitlements and otherwise service debts as and when they fall due.

8    In his first affidavit, Mr Goyal states that Ultra Group operates 27 bank accounts, held by 12 different legal entities in various denominations, and that Ultra Group operates as a consolidated financial and reporting group (including as a tax consolidated group), in which its operations and financial transactions were historically, and continue to be, “highly intermingled”. There is relatively minimal separation or delineation of cash ownership between the legal entities in the group. As such, the orders sought would permit the Administrators to continue to operate and administer the Companies’ accounts in much the same way the Companies operated before the appointment of the Administrators.

9    With a view to reducing the number of accounts to be managed during the administration, the Administrators have opened 10 new Administration Accounts in the names of the (four) primary operating entities, in different foreign currency denominations. Mr Goyal states that the other Ultra Group entities are “essentially dormant”. This presents “a simplified version of the way the Ultra Group operated” before the appointment of the Administrators, reducing the number of accounts to be managed during the administration from 27 to 10.

10    It is the opinion of Mr Goyal that this strategy is “the most effective process for the trade-on of the Administration (and a more optimal strategy than as defined under the IPS)” for reasons including that the Companies span multiple jurisdictions, and it allows debts to be paid as and when they fall due. This is especially significant in circumstances where the Administrators are personally liable for debts incurred after their appointment.

11    Mr Goyal gives evidence of a six-week Sale Process in which all of the entities in the Group (except for Ultra Commerce Holdings), including international companies, are to be sold. That process has commenced, and it is anticipated that the voluntary administration will conclude either within the next six weeks (if the Sale Process is successful) or through a managed wind-down over the next six months, funded by its customers. It is anticipated that the relief sought will subsist for a relatively short period of time. Moreover, the anticipated operation of the Administration Accounts will be consistent with the pre-existing financial record-keeping system, and will streamline and make processes more efficient so as to facilitate the restructure of the Group and the Sale Process.

12    On the basis of Mr Goyal’s evidence, I accept that it would be unduly expensive and time-consuming to “undo the extensive comingling of finances and operations within the Group”.

13    In his second affidavit, Mr Goyal states that strict compliance with Division 65 of the IPS would prevent the Administrators from paying Ultra Group’s employee entitlements, and meeting trade debts in respect of services of supplies for the benefit of the Group, which are shortly due, thus threatening the Group’s continued operations and thereby adversely affecting the Sale Process. This is because those payments (and the Group’s business more generally) rely on the transfer of funds between the entities of the Group, in circumstances where not all the entities have revenue-generating capability, i.e., not all entities receive revenue directly from their customers.

14    Especial significance was placed on payment to Amazon Web Services, which provides “critical technology infrastructure” that allows the Group to operate, and which payment (owed by several entities in the Group) of $517,556 is due by 30 June 2026. The several entities that together owe this amount cannot themselves meet it. The ability to move funds between the entities allows these payments to be made.

15    Ceasing operations is also said to have a significant impact on the Group’s customers due to the difficulty associated with those customers switching providers in light of their reliance on the Group’s IT platform and services.

Notice to creditors and stakeholders

16    The Administrators have continued to trade Ultra Group’s business, which is said to currently support 273 customers across Australia, and in several other countries. The Group employs approximately 70 employees, 25 of whom are located in Australia. The Group’s creditors comprise secured and unsecured creditors, and employee creditors, with significant financial interest in the Companies.

17    The benefit to the Companies or their creditors in maintaining separate accounts is not evident.

18    However, I note that, while notice of the originating process and the Goyal affidavit was given to ASIC by email on 24 June 2026, there is no evidence that notice has been given to creditors of the orders sought by the Administrators.

19    Any concern that the Court may have in that regard is allayed by two matters.

20    First, Mr Goyal attests to a process for keeping adequate and current records of how the Companies’ funds are used, which includes instructions to each company’s finance team to maintain their own books and records, consistently with prior practice.

21    Second, orders will be made that the Administrators give notice of the orders to the creditors (and to ASIC), and that liberty be given to any person with a sufficient interest to apply to discharge or vary the orders (with notice).

22    Accordingly, with some variation, I will make the orders sought by the Administrators.

Associate:

Dated:    25 June 2026

SCHEDULE OF PARTIES

No: NSD 1092 of 2026

Federal Court of Australia

District Registry: New South Wales Registry

Division: General