Federal Court of Australia

Dixon (Administrator), in the matter of Yarra Ranges Terminus Pty Ltd (Administrator Appointed) [2026] FCA 1320

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 439A(6) of the Corporations Act 2001 (Cth) (Act) the period in which the First Plaintiff (Administrator) must convene the second meeting of the creditors of the Second Plaintiff, Yarra Ranges Terminus Pty Ltd (Administrator Appointed) ACN 117 597 225 (Company) under s 439A(1) of the Act is extended up to and including 25 August 2026.

2.    Pursuant to s 447A(1) of the Act, Part 5.3A of the Act is to operate such that the second meeting of creditors required by s 439A(1) in respect of the administration of the Company may be held at any time during, or within five business days after the end of, the convening period as extended by Order 1, notwithstanding the operation of s 439A(2) of the Act.

3.    By 5:00pm 4 August 2026, the Administrator give notice to all known creditors (including persons claiming to be creditors) of the Company of these orders by means of:

(a)    a circular (which encloses the Court’s orders of 3 August 2026) posted on any website maintained by the Administrator, in relation to this administration;

(b)    sending such information electronically to the email addresses of the creditors for whom the Administrators has an email address; and

(c)    sending such information to the postal address or facsimile number, or otherwise as provided for by the Act or the Insolvency Practice Rules (Corporations) 2016 (Cth), to creditors in respect of whom the Administrator do not have an email address.

4.    Liberty be granted to any creditor or any person who is otherwise affected by these orders who can demonstrate sufficient interest to make an application to vary or discharge these Orders no later than three business days prior to the last day of the convening period as extended by Order 1 of these orders.

5.    The Administrator’s costs of and incidental to this application be costs and expenses in the administration of the Company.

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    The originating application seeks to extend the convening period of the second meeting of creditors. The extension sought is three weeks. The application relies on s 439A(6) of the Corporations Act 2001 (Cth) (the Act), as well as s 447A and s 90-15 of the Insolvency Practice Schedule (Corporations) (IPS), being Schedule 2 to the Act. Further, the Plaintiff, being the voluntary administrator, seeks what is commonly known as a Daisytek order, following the decision in Re Daisytek Australia Pty Ltd (2003) 45 ACSR 446; [2003] FCA 575 (Daisytek) (Lindgren J). This is the first extension sought in this voluntary administration.

2    Section 439A(1) of the Act requires voluntary administrators of a company under administration to convene a second meeting of the company’s creditors within the convening period as fixed by s 439A(5) or as extended under s 439A(6) of the Act.

BACKGROUND

3    The voluntary administrator, Mr Stephen Robert Dixon was appointed to Yarra Ranges Terminus Pty Ltd (Administrator Appointed) ACN 117 597 225 (Company) as administrator (Administrator) on 7 July 2026, pursuant to s 436A of the Act. The convening period has been referred to in the supporting affidavit of the Administrator, as ending on 4 August 2026.

4    The Company was registered on 16 December 2006 and currently operates a hotel, bistro, pokies and motel business in Healesville, trading as “Terminus Hotel Healesville” (the Business). The Business is continuing to trade during the administration.

LEGAL PRINCIPLES

5    The principles to be applied and the circumstances in which the Court will extend a convening period are well established. I gratefully adopt the observations of Cheeseman J in Freeman, in the matter of Regional Express Holdings Limited (administrators appointed) (No 2) [2024] FCA 968 at [33]-[40]:

33    The principles applicable in relation to when the Court will extend the convening period for the second meeting of creditors pursuant to s 439A(6) of the Act are well established. In making such an order, the Court must reach an appropriate balance between an expectation that the administration will be relatively speedy and summary and the countervailing factor that undue speed should not be allowed to prejudice sensible and constructive actions directed to maximising a return for creditors: Mann v Abruzzi Sports Club Ltd (1994) 12 ACSR 611; Re Diamond Press Australia Pty Ltd [2001] NSWSC 313 at [10]. See also Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717; 144 ACSR 347 at [64]-[68], Crawford, in the matter of North Queensland Heavy Haulage Services Pty Ltd (Administrators Appointed) [2017] FCA 635 at [18]-[20] and Walker, in the matter of Plumbfirst Pty Ltd (Administrators Appointed) [2023] FCA 441 at [16].

34    It is clear that the Court should not allow longer than is required for the diligent exercise of the powers of the administrator. It may be appropriate to grant an extension in circumstances where:

(a)    there is a proper evidentiary case for the extension;

(b)    there is no evidence of material prejudice to those affected by the moratorium during the continued period of administration; and

(c)    the length of the extension sought by the administrator is exposed as having a reasonable basis.

35    In exercising the discretion to extend the convening period the Court will generally afford significant weight to the view of the administrator as to the needs and circumstances of the particular company in considering whether it is appropriate to grant an extension having regard to the objects of Pt 5.3A: Wight, in the matter of Responsible Entity Services Ltd (Administrators Appointed) [2024] FCA 458 at [36], [38] (and the authorities cited therein).

36    The particular circumstances in which an extension may be granted include, where the size and scope of the business is substantial, where the extension will allow a sale of the business as a going concern, and more generally, where additional time is likely to enhance the return for unsecured creditors: Farnsworth v About Life Pty Limited (Administrator Appointed), in the matter of About Life Pty Limited (Administrator Appointed) [2019] FCA 11 at [3]-[8]; In the matter of Kavia Holdings Pty Limited (administrators appointed) (receivers and managers appointed) [2013] NSWSC 737 at [15]; Silvia, in the matter of Austcorp Group Limited (Administrators Appointed) [2009] FCA 636 at [18]; Metha, in the matter of Hans Continental Smallgoods Pty Ltd (Administrators Appointed) [2008] FCA 1933 at [20].

37    An extension of the administration period to facilitate either (or both) of: (a) the sale of the business of the company as a going concern, so as to maximise the value of the company’s assets; or (b) the progression and assessment of a deed of company arrangement (DOCA) proposal that may provide a better return to creditors than a winding up, are well-recognised examples where the court has extended the convening period: Virgin (No 2) at [66]; Bonza Aviation Pty Ltd (Administrators Appointed) [2024] FCA 575 at [12].

38    An additional factor in favour of extending the convening period is the need for creditors to have sufficient information at the second meeting to allow them to exercise their decision as to the future of the company in as informed a manner as possible: Re Foodora Australia Pty Ltd (Administrators Appointed) [2018] NSWSC 1426 at [11]; Hill, in the matter of Autocare Services Pty Ltd (administrators appointed) [2021] FCA 167 at [28].

39    The interests of creditors who are affected by the statutory moratorium are relevant, but are not decisive: Chamberlain, in the matter of South Wagga Sports and Bowling Club Ltd (Administrator Appointed) [2009] FCA 25 at [9]; ABC Learning Centres Limited, in the matter of ABC Learning Centres Limited; application by Walker (No. 8) (2009) 73 ACSR 478 at [52]-[53]; Re South Burnett Wines (2004) 52 ACSR 298 at [14] (Campbell J, as his Honour then was)).

40    Ultimately, it is necessary to consider the best interests of the creditors as a whole, having regard to the purpose of Part 5.3A of the Act.

[emphasis in original]

6    To those observations, I would add from Re Riviera Group Pty Ltd (administrators appointed) (receivers and managers appointed) (2009) 72 ACSR 352; [2009] NSWSC 585 at [13], wherein Austin J identified the following categories of cases in which extensions had been granted:

13    The reasons given for an extension in subsequent cases can be grouped into the following broad categories:

•    the size and scope of the business: Re Lombe; Babcock & Brown Ltd (admins apptd) [2009] FCA 349 (Re Lombe); Re Worrell; Storm Financial Ltd (recs and mgrs apptd) (2009) 69 ACSR 584; [2009] FCA 70 (Re Worrell); Re ABC Learning Centres Ltd; Application by Walker (No 5) [2008] FCA 1947;

•    substantial offshore activities: Re Lehman Bros Australia Ltd [2008] NSWSC 1132;

•    large number of employees with complex entitlements: Re S & D International Pty Ltd (in liq); Malhotra v Tiwari [2005] VSC 496; Re Ansett Australia Ltd and Korda; sub nom Ansett Australia Ltd (No 3) (FCR) (2002) 115 FCR 409; 40 ACSR 433; [2002] FCA 90;

•    complex corporate group structure and intercompany loans: Re Lombe; Re Octaviar Ltd (admins apptd) (recs and mgrs apptd) (ACN 107 863 436) [2008] QSC 272; Re LED Builders Pty Ltd (admin apptd) [2008] NSWSC 633; Hall; Re Australian Capital Reserve Ltd (admins apptd) [2007] FCA 1328;

•    complex transactions entered into by the company (e.g. securities lending or derivatives transactions): In Re Lift Capital Partners Pty Ltd (admin apptd) [2008] NSWSC 446 (Re Lift Capital);

•    complex prospects of recovery proceedings: Re Worrell; Coal Developments (German Creek) Pty Ltd v Cmr of Taxation (2007) 241ALR 667; [2007] FCA 1324;

•    lack of access to corporate financial records: Re Sims; Destra Corp Ltd [2008] FCA 2002; Re Fincorp Group Holdings Pty Ltd (2007) 62 ACSR 192; [2007] NSWSC 363;

•    the time needed to execute an orderly process of disposal of assets: Re Carter, SFM Australasia Pty Ltd (admin apptd) (ACN 105 317 333) (No 2) [2009] FCA 419; Re ABC Learning Centres Ltd; Application by Walker (No 7) (2009) 71 ACSR 560; [2009] FCA 454;

•    the time needed for thorough assessment of a proposal for a deed of company arrangement: Silvia, Re Austcorp Group Ltd (admin apptd) [2009] FCA 636;

•    where the extension will allow sale of the business as a going concern: Re Lombe; Australian Discount Retail Pty Ltd [2009] NSWSC 110; Stewart, Re Kleins Franchising Pty Ltd (admin apptd) [2008] FCA 721; Re Uni-Aire Security Pty Ltd (admin apptd) [2006] FCA 1423;

•    more generally, that additional time is likely to enhance the return for unsecured creditors: Deputy Commissioner of Taxation v Scottsdale Homes No 3 Pty Ltd (No 2) [2009] FCA 190; Re Fitzgerald; Primebroker Securities Ltd (admin apptd) (recs and mgrs apptd) [2008] FCA 1247; Re Vouris; Marrickville Bowling and Recreation Club Ltd [2008] FCA 622.

7    I have also had regard to and gratefully adopt, the observations of Thawley J in Farnsworth v About Life Pty Ltd (Administrators Appointed), in the matter of About Life Pty Ltd (administrators appointed) [2019] FCA 11 at [3]-[7] and those of Middleton J in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) (2020) 144 ACSR 347; [2020] FCA 717 at [64]-[68]. All of those authorities, of course, are relevant and helpful in understanding the relevant circumstances in which the Court may extend the relevant convening period. Finally, to all of these observations, I would also include that of Barrett J in Lombe re Australian Discount Retail (2009) 27 ACLC 115; [2009] NSWSC 110 at [21]:

21    The second meeting of creditors is best held at a time when it is possible to give creditors fairly definitive financial information that will assist them in this decision making. In the present case, information about the financial consequences of a sale of the business is crucial, assuming such a sale eventuates. In addition, creditors’ decision-making will be much more difficult and more complicated if they are compelled to make a decision about the company’s future based on speculation about the possibility of a going-concern sale. Further time for the formulation and digestion of recommendations based on established realities will avoid the possibility of what might be a premature decision in favour of winding up as the only practically available option.

8    Ultimately, it is necessary to consider the best interests of the creditors as a whole, having regard to the purpose of Pt 5.3A of the Act. To this exposition of the relevant principles, given the terms of the orders sought by the Administrator in this case, should be added the principles as explained by Lindgren J in Daisytek at [10]-[17]. A Daisytek order allows administrators to hold the second meeting of creditors prior to the expiration of the extended convening period if desirable, so as to avoid requiring administrators having to wait until the end of the convening period in circumstances where they may be in a position to hold the meeting earlier. Such an order has been described nowadays as commonplace.

CONSIDERATION

9    The first meeting of creditors was held on 17 July 2026. The Administrator has provided the minutes of that first meeting. No committee of inspection was appointed. At that first meeting of creditors, amongst other matters, the creditors were advised that the second meeting would be held on 11 August 2026.

10    The Administrator considers that he requires this additional period of approximately three weeks before convening the second meeting of creditors.

11    Of course, each case must turn on its own facts. The particular circumstances of each administration must be considered with regard to the principles outlined above to ascertain whether it is appropriate in the balancing exercise to extend the convening period. In the context of considering an application to extend the convening period, the objects of Pt 5.3A, as set out in s 435A, must be kept in mind; that is:

… to provide for the business, property and affairs of an insolvent company to be administered in a way that:

(a)    maximises the chances of the company, or as much as possible of its business, continuing in existence; or

(b)    if it is not possible for the company or its business to continue in existence - results in a better return for the company’s creditors and members than would result from an immediate winding up of the company.

Note:    Schedule 2 contains additional rules about companies under external administration.

12    Furthermore, the appropriate balancing is as between the expectation that an administration will be undertaken in a relatively speedy and summary manner, with the need to ensure that the administration is not concluded without consideration of sensible and constructive options directed towards maximising the return for creditors and any return for shareholders.

13    At the time of the appointment, the Administrator records that the Company had 36 full-time and part-time employees. The Administrator states that at the time of his appointment, outstanding employee entitlements including annual leave and superannuation totalled $280,026.14.

14    The Company leases the premises from which it conducts the Business. The Balance Sheets records assets of just under $350,000, in the nature of inventory and plant and equipment (which includes fixtures and fittings, kitchen and office equipment), which accounts for most of the asset value. Those assets are continuing to be used in the Business.

15    The Administrator has identified unsecured creditors of just under $570,000, with the largest debt to the Australian Taxation Office. There are also secured creditors of approximately $160,000, however, not all secured creditors have yet been identified. The Administrator has requested details of all alleged security interests held, however a response from all of these possible secured creditors has not yet been received.

16    The Administrator, in order to seek to preserve the value of the Company’s business as an ongoing concern, has continued to trade the Business. This has been by way of the existing employees and the relevant assets (including plant and equipment) and operating from the leased premises.

17    The Administrator observes that he has been provided with limited and incomplete books and records of the Company. The Company’s bookkeeper is said to be reviewing and updating those records and has advised the Administrator that those will be provided on 12 August 2026.

18    Since his appointment, the Administrator has undertaken the following tasks:

(a)    conducted meetings with the director to discuss the financial position of the Company and a potential Deed of Company Arrangement (DOCA) and DOCA proposal;

(b)    reviewed the financial statements and books and records provided to date with respect to the Company;

(c)    undertaken investigations as to the Company, including conducting necessary searches;

(d)    secured the assets owned by the Company;

(e)    continued to trade the Business;

(f)    conducted meetings with the Company’s employees;

(g)    opened trading accounts with suppliers of the Business;

(h)    opened an appropriate trust account for the administration;

(i)    preparation and dispatch of the first circular to creditors;

(j)    obtained appropriate insurance;

(k)    conducted meetings and discussions with secured creditors and/or their advisors (as presently known);

(l)    responded to creditor and employee queries as and when they arise;

(m)    submitted an application to be endorsed on the company’s liquor license with Liquor Control Victoria; and

(n)    notified Victorian Gambling and Casino Control Commission of his appointment and submitted an application in relation to the Company’s liquor license.

19    The Administrator has had a number of discussions with a related party (the director’s daughter and General Manager of the Business) regarding a possible DOCA. A formal DOCA proposal has not yet been received, however it is expected in the coming days. The proposal may include a cash payment.

20    The Administrator seeks the extension of the conveying period to allow the following to take place:

(a)    to enable the bookkeeper to update, finalise and produce additional books and records for the Company;

(b)    enable the director to finalise a DOCA proposal and thereafter enable the Administrator to consider the DOCA proposal as part of providing a recommendation to the Company’s creditors – to that should be added, the finalisation of any proposed DOCA by the related party;

(c)    enable the Administrator to conduct the further investigations which are required to be undertaken;

(d)    enable the Administrator to continue liaising with secured creditors;

(e)    enable the Administrator to identify the extent of any priority creditor claims;

(f)    enable the Administrator to prepare the report to creditors; and

(g)    reduce the costs that would be incurred if this extension is not granted.

21    As the Administrator observes, should the second meeting of creditors have to be called, it would need to be adjourned, resulting in increased costs.

22    The purpose of the second meeting of creditors by s 439A, as required by s 439C, is for the creditors to consider the Company and its future. At that meeting, the creditors may resolve that the Company execute a DOCA, that the administration should come to an end or that the Company should be wound up.

23    To assist the creditors to make this decision at the second meeting of creditors, the Administrator must complete and provide a report to creditors. That report, pursuant to r 75-225(3) of the Insolvency Practice Rules (Corporations) 2016 (Cth), must provide information about the Company, its business, property, affairs and financial circumstances, as well as setting out certain statements as required by that rule. In addition to that rule is s 438A of the Act, which requires the Administrator to form an opinion about whether it would be in the interests of creditors of the Company to execute a DOCA, for the administration to end, or for the Company to be wound up. It is apparent that the Administrator has not yet formed a view about an appropriate outcome for the Company.

24    Based on the principles set out above, significant weight ought to be given to the Administrator’s view of the needs and circumstances of the particular company in considering the extension request. Furthermore, the Administrator has not yet received a proposed DOCA, however, one is expected shortly.

25    The Administrator considers that it is in the best interests of the creditors of the Company for the Administrator to complete the above list of matters before the second meeting, which includes completing his further investigations into the Company’s financial circumstances prior to preparing his report.

26    It will be necessary for these matters to be concluded before the Administrator can properly engage with the matters required of him under the Act and complete his report to creditors.

27    The completion of those processes will, according to the Administrator, and which I accept, allow the Administrator to consider:

(a)    the true value of the Company’s assets and liabilities;

(b)    any DOCA proposal that may be received; and

(c)    provide an appropriate recommendation as to the future of the Company, with a view to obtaining the best result for creditors.

28    The Administrator has not been able to identify any prejudice.

29    The employees continue to be employed, as the Business is still operating, although there may be some uncertainty for the position of the employees and the potential delay, if the Company is wound up. However, in considering this issue, there is no material prejudice to the employees of the Company by granting the extension that is sought.

30    Consistent with the authorities, I have given significant weight to the opinion of the Administrator in the balancing exercise.

31    In this regard, it can be observed in this case that the Administrator has not informed the creditors that an extension would be sought. Often it is the case that notice of these applications is given to creditors at the first meeting, or alternatively that a circular to creditors is provided at or around the time when the originating application seeking the extension is made. Neither of those matters have taken place in this case. However, the form of the order sought by the Administrator includes liberty to apply, which would alleviate any difficulties which might be sought by a creditor who has not had previous notice of this application.

32    The statutory context requires that extensions should generally be brief. Extensions are not to be granted where doing so would undermine that statutory object of a quick and summary consideration of alternatives. This must be balanced (as is described in the principles outlined above) with a consideration of sensible and constructive alternatives towards maximising the return for creditors.

33    As to whether it is appropriate to grant an extension, I am satisfied that in all of the circumstances of this matter, it is appropriate to extend the convening period for the length of time requested. That is, up until 25 August 2026. Although the Business is not overly large or complex, matters remain outstanding. The Administrator requires that information to be able to form an opinion about the future of the Company.

34    A proposed DOCA has not yet been received, but is expected in coming days. A DOCA is likely to produce a better outcome for creditors and there is no apparent material prejudice to the extension being granted. Although there was no notification to creditors prior to this application, and hence no opposition from any creditors in the court today, I did note during the course of the hearing that a person did appear to be connected to the audiovisual link. That person identified themselves as an observer and did not make any submissions or seek to be heard on the application.

35    As already observed, the orders provide for liberty to apply. That will allow any creditor to bring this matter back to the Court and raise a relevant issue for the Court’s attention.

36    Finally, the requested time (3 weeks) is modest and in keeping with the overarching principles of Pt 5.3A. It may also be that the Administrator is able to call the second meeting earlier. As already observed, a flexible approach would allow the Administrator, if he was in such a position to call the second meeting earlier, to do so. As such, it is appropriate for the Administrator to be afforded flexibility in this way in relation to the timing of the meeting: see Silvia, in the matter of Austcorp Group Limited (Administrators Appointed) [2009] FCA 636 at [18] (Lindgren J). As such, I am satisfied it is appropriate to make a Daisytek order in the circumstances of this case. Such orders have been described now as “sensible and almost routine”: see In the matter of LED Builders Pty Ltd (Administrators Appointed) [2008] NSWSC 633 at [2] (Austin J), referred to in Byrnes, in the matter of Murray River Organics Proprietary Limited (Administrators Appointed) (Receivers and Managers Appointed) [2022] FCA 232 at [33] (O’Callaghan J).

37    Therefore, orders to extend the convening period, until 25 August 2026, including with a Daisytek order, will be made.

Associate:    

Dated:    4 September 2026