Federal Court of Australia

Lindholm, in the matter of Aurelius and Co Pty Ltd (in liquidation) [2026] FCA 844

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 473A(1) of the Corporations Act 2001 (Cth) (the Act) and/or s 90-15(1) of the Insolvency Practice Schedule (Corporations) (IPSC), any vacancy in the office of a liquidator arising upon the resignation of the first plaintiff as liquidator of Banksia Securities Limited (in Liquidation) (Special Purpose Receivers Appointed) ACN 004 736 458 (Banksia Securities) and Planet Platinum Limited (In Liquidation) ACN 101 217 252 (Planet Platinum) on or about 30 June 2026, hereto be filled on the same date by the appointment of the second and third plaintiffs (together, the Replacement Liquidators) to hold office as joint and several liquidators of each such company.

2.    Pursuant to s 499(3) of the Act and/or s 90-15(1) of the IPSC, any vacancy in the office of a liquidator arising upon the resignation of the first plaintiff as liquidator of the following companies on or about 30 June 2026:

(a)    Aurelius and Co Pty Ltd (In Liquidation) ACN 630 951 978;

(b)    Parsl Pty Ltd (In Liquidation) ACN 622 647 205;

(c)    Roadhouse Connect Pty Ltd (In Liquidation) ACN 636 395 732;

(d)    Venue Pro Pty Ltd (In Liquidation) ACN 642 341 562;

(e)    B & R Piling Pty Ltd (In Liquidation) ACN 602 248 680;

(f)    B & R Transport Pty. Ltd. (In Liquidation) ACN 123 658 515;

(g)    B & R Workforce Pty Ltd (In Liquidation) ACN 627 034 637;

(h)    Pasminco Limited (In Liquidation) ACN 004 368 674;

(i)    Pasminco Finance Limited (In Liquidation) ACN 007 289 296;

(j)    Pasminco Cockle Creek Smelter Pty Ltd (In Liquidation) ACN 000 083 670; and

(k)    Heavy Haulage Australia Pty Ltd (In Liquidation) ACN 100 650 226,

(together, the Companies), hereto be filled on the same date by the appointment of the Replacement Liquidators to hold office as the joint and several liquidators of each of the Companies.

3.    Pursuant to s 499(3) of the Act and/or s 90-15(1) of the IPSC, upon the resignation of the first plaintiff as a liquidator of I-Prosperity Capital Management Pty Ltd (In Liquidation) ACN 635 134 977 (I-Prosperity) on or about 30 June 2026, the second plaintiff be appointed as a joint and several liquidator of I-Prosperity, with Philip Quinlan (already appointed).

4.    Pursuant to section 283HB(1)(g) of the Act, the first plaintiff be at liberty to retire, effective on 30 June 2026, as a joint and several receiver of the “Property” of Banksia Securities.

5.    Pursuant to sections 283HB(1)(d), 283HB(1)(g), 581 and 1337G of the Act, upon the resignation of the first plaintiff, the Replacement Liquidators be appointed as joint and several special purpose receivers of the “Property” of Banksia Securities.

6.    To the extent necessary, pursuant to s 532(2) of the Act, and in so far as the firm KPMG may have claims for unpaid costs and disbursements exceeding $5,000 in any of the external administrations of the Companies, the Replacement Liquidators have leave to be appointed as joint and several liquidators of the Companies, Banksia Securities and Planet Platinum and, in the case of I-Prosperity, Ms Coneyworth have leave to be appointed as a joint and several liquidator of that company, with Philip Quinlan.

7.    Pursuant to s 90-15 of the IPSC, the Replacement Liquidators are not required to perform tasks required by section 533 of the Act, ss 70-30 and 70-40 of the Insolvency Practice Rules (Corporations) 2016 (Cth) which have already been performed by the first plaintiff in the liquidations of the Companies and I-Prosperity.

8.    The plaintiffs shall provide the Australian Securities and Investments Commission with a copy of these orders within 4 business days.

9.    The costs of the application are to be borne by KPMG Australia.

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

REASONS FOR JUDGMENT

BEACH J:

1    The plaintiffs seek orders pursuant to ss 283HB, 473A, 499(3) and 532(2) of the Corporations Act 2001 (Cth) and s 90-15(1) of the Insolvency Practice Schedule (Corporations) (IPSC) for the appointment of Ms Coneyworth and Ms Seeckts as joint and several liquidators of various companies and as joint and several special purpose receivers of Banksia Securities Limited (in liquidation) (special purpose receivers appointed). They also seek an order for the appointment of Ms Coneyworth as a liquidator of I-Prosperity Capital Management Pty Ltd (in liquidation). These appointments are necessary to fill vacancies arising from the resignation of Mr Lindholm as a liquidator and special purpose receiver where applicable of those companies, with each appointment to have effect from 30 June 2026.

2    Mr Lindholm is the sole liquidator of Aurelius and Co Pty Ltd (in liquidation), Parsl Pty Ltd (in liquidation), Roadhouse Connect Pty Ltd (in liquidation), Venue Pro Pty Ltd (in liquidation), B & R Piling Pty Ltd (in liquidation), B & R Transport Pty. Ltd. (in liquidation), B & R Workforce Pty Ltd (in liquidation), Pasminco Limited (in liquidation), Pasminco Finance Limited (in liquidation), Pasminco Cockle Creek Smelter Pty Ltd (in liquidation), Banksia Securities, Planet Platinum Limited (in liquidation) and Heavy Haulage Australia Pty Ltd (in liquidation) (the Companies).

3    The external administrations of the Companies include a mixture of creditors’ voluntary liquidations, court-ordered liquidations, and external administrations under deeds of company arrangement subsequently converted to liquidation. Mr Lindholm is also a joint and several liquidator of I-Prosperity together with Mr Philip Quinlan and a joint and several special purpose receiver of the property of Banksia Securities.

4    Now the winding up of the majority of the Companies is at an advanced stage. For a number of the Companies, investigations have been finalised and reports submitted to ASIC. The remaining tasks are largely administrative in nature, with the exception of Aurelius where further investigations remain outstanding, Heavy Haulage which awaits further distributions from a related entity, Planet Platinum which awaits a return from the liquidation of a related entity, and I-Prosperity which is dependent on proceedings being undertaken by liquidators of a related entity.

5    On 30 June 2023, Mr Lindholm resigned from his position as a partner at KPMG and became what has been described in the material before me as a special advisor. On 19 May 2026, Mr Lindholm notified KPMG that he wished to resign from his position as a special advisor, with his resignation to take effect on 30 June 2026.

6    Mr Lindholm’s fellow partners at KPMG, Ms Coneyworth and Ms Seeckts, each a chartered accountant and registered liquidator, have consented to their proposed appointment as joint and several liquidators and, where relevant, special purpose receivers of the Companies upon Mr Lindholm’s resignation. In evidence before me are their written consents to act and declarations of independence, relevant relationships and indemnities.

7    Following the proposed substitution, KPMG’s employees with the day-to-day conduct of the relevant liquidations will remain at KPMG and continue to work on the liquidations under the supervision of Ms Coneyworth or Ms Seeckts, and so achieving a relatively seamless and cost-effective transition of liquidators.

8    As a registered liquidator, Mr Lindholm is required to maintain adequate professional indemnity and fidelity insurance, which has been held through KPMG. After 30 June 2026, Mr Lindholm will not be covered by KPMG’s insurance, giving rise to self-evident difficulties were he to remain as liquidator of the Companies.

9    Now since resigning from KPMG and in anticipation of agreeing orderly exit arrangements, significant steps have been taken by Mr Lindholm to arrange for the transition of his other insolvency appointments in order to minimise the scope and necessity of any application to this Court for his replacement including, where possible, finalising other insolvency appointments, including appointments held in his sole name and jointly. With the benefit of those steps, this proceeding concerns only a relatively smaller number of appointments.

10    Section 473 states that “[a] liquidator appointed by the Court may resign”. Section 473A(1)(a) provides that a vacancy in the office of a liquidator appointed by the Court may be filled by the Court. “Vacancy” under s 473A encompasses a pending vacancy as well as an extant vacancy.

11    Now although Mr Lindholm was appointed as the liquidator of Banksia Securities and Planet Platinum by the Supreme Court of Victoria, I nonetheless have the power to make the necessary orders for his replacement. This is made clear using the expression “the Court” in s 473A(1)(a), which finds its definition in s 58AA, which of course includes this Court; and see generally both the text and spirit of s 581 and more generally Division 1 of Part 9.6A.

12    Now in considering whether to exercise the power under s 473A(1)(a), it is necessary to have regard to the qualifications of the incoming liquidator to act in the position as proposed, and the discretionary matters going to the appropriateness of the appointment of the incoming liquidator.

13    Further, as to non-court appointed liquidators, s 499(3) provides that “[i]f a liquidator, other than a liquidator appointed by, or by the direction of, the Court resigns: (a) the Court … may fill the vacancy by the appointment of a liquidator”. Moreover, s 90-15(1) of the IPSC would appear to also permit the Court to make such orders as it thinks fit in relation to an external administration of a company. But it is likely not necessary to rely on that provision where s 499(3) expressly addresses the question of the replacement of a liquidator appointed out of court. But in the case of court-ordered winding ups, the vacancy may be filled by the Court pursuant to s 473A.

14    In relation to Mr Lindholm’s appointment as special purpose receiver of Banksia Securities, s 283HB(1)(g) provides that the Court may make “any other order that the Court considers appropriate to protect the interests of existing or prospective debenture holders”. Section 283HB(1)(d) permits the Court to appoint a receiver of any property constituting security for the debentures. More generally, s 283HB confers a broad remedial and protective jurisdiction on the Court. The appointment of special purpose receivers under s 283HB is inherently of an interlocutory nature, and the special purpose receivers are subject to ongoing supervision, direction and ultimately replacement or substitution either by the court that appointed them or this Court. The Court’s power under s 283HB extends to making provision for the replacement of a special purpose receiver upon their resignation. The power under s 283HB(1)(g) is sufficiently broad to encompass orders for the appointment of successor special purpose receivers to protect the interests of debenture holders, particularly where the existing appointee is resigning for personal reasons and the proposed replacements are from the same firm with familiarity with the receivership.

15    More generally, the favourable exercise of power under either s 473A(1) or s 499(3) may be justified by factors that include the following: (a) the desirability, including for cost efficiency purposes, of retaining an appointment within the same firm as the resigning/outgoing liquidator; (b) the advantage of appointing joint and several liquidators to maintain continuity and to minimise the inconvenience associated with the unavailability or retirement of a liquidator; (c) the convenience and cost-effectiveness of the Court making such an order to obviate the time and costs associated with arranging for and convening creditors’ meetings; (d) the fact that the resigning liquidator’s retirement is a personal or voluntary decision and not the product of any professional irregularity or regulatory intervention; (e) the continuity achieved by the appointment of persons from the same firm who have day-to-day carriage of the matters or are otherwise familiar with the liquidations; and (f) the fact that the same staff will continue to work on the matters, avoiding the need to transfer matters to another firm’s systems and obviating the cost and delay of a replacement liquidator familiarising themselves with the administrations.

16    In my view and on the material before me, the proposed replacement of liquidators of the Companies is a sensible and appropriate approach which is in the interests of the creditors of each company.

17    First, the Companies’ liquidations are at various stages of administration, with the majority at an advanced stage and the remaining tasks being largely administrative in nature.

18    Second, Mr Lindholm is to do all things necessary to give effect to the replacement of the liquidators in the most efficient way, including assisting the newly appointed liquidators where appropriate. Ms Coneyworth and Ms Seeckts have already been given any required background and briefing on each liquidation and the special purpose receivership.

19    Third, existing KPMG staff with the day-to-day conduct of the liquidations will continue with liquidation tasks relatively seamlessly and cost-effectively under Ms Coneyworth’s or Ms Seeckts’ supervision.

20    Fourth, there are practical advantages in appointing two joint and several liquidators to replace Mr Lindholm, including enabling any matter in any liquidation to be authorised or approved by either liquidator in the event the other is absent or unavailable.

21    Fifth, the making of the orders sought would avoid each company having to convene a further meeting of creditors at a significant cost for each of the individual companies, in circumstances where a number of the Companies are without further funds to fund such meetings. Further, the cost of convening a meeting of Banksia Securities would be significantly higher due to the number of debenture holders.

22    Analogous points can be made concerning the substitution of the special purpose receivers.

23    Let me deal with some other matters.

24    Ms Coneyworth and Ms Seeckts also seek leave pursuant to s 532(2) to be appointed as liquidators. That section is titled “Disqualification of liquidator” and provides:

…

(2)    Subject to this section, a person must not, except with the leave of the Court, seek to be appointed, or act, as liquidator of a company:

(a)    if the person, or a body corporate in which the person has a substantial holding, is indebted in an amount exceeding $5,000 to the company or a body corporate related to the company; or

(b)    if the person is, otherwise than in his or her capacity as liquidator, a creditor of the company or of a related body corporate in an amount exceeding $5,000; or

…

25    KPMG have outstanding claims for remuneration and disbursements exceeding $5,000 against the Companies. In the circumstances, Ms Coneyworth and Ms Seeckts seek leave, so far as it is necessary, pursuant to s 532 to be appointed as liquidators. I have no difficulty in giving such leave which is commonly granted in applications for replacement of liquidators.

26    Further, in relation to I-Prosperity, it is appropriate for Ms Coneyworth to be appointed as a joint and several liquidator in circumstances where, due to certain restrictions on Mr Quinlan’s liquidator registration, Mr Quinlan is only permitted to accept joint and several appointments.

27    Finally, given the advanced stage of each of the liquidations and special purpose receiverships, an order is also sought to relieve or exempt the replacement liquidators from having to perform tasks required by s 533 and ss 70-30 and 70-40 of the Insolvency Practice Rules (Corporations) 2016 (Cth), in circumstances where Mr Lindholm has already provided reports to creditors covering matters that were required under those provisions. There is no difficulty in granting the necessary dispensation.

Conclusion

28    For the foregoing reasons I made the necessary orders yesterday.

Associate:

Dated:    30 June 2026