Federal Court of Australia

Australian Securities and Investments Commission v Star Investment Group Australia Pty Ltd [2026] FCA 1380

ORDERS

PENAL NOTICE

THE COURT NOTES THAT:

In these orders:

‘Property’ means all real or personal property, assets or interests in property or assets of any kind, within or outside Australia including, by virtue of subsection 1323(2A) of the Corporations Act 2001 (Cth) (the Act), any property held otherwise than as sole beneficial owner.

‘Sullivans Track Property’ means the land described as Certificate of Title reference Volume 10403 Folio 365 being Lot 1 on Plan of Subdivision 412576W and Certificate of Title reference Volume 12454 Folio 995 being Lot 1 on Title Plan 971605H located on Sullivans Track, Yallourn, Victoria, 3825.

‘Originating Process’ and ‘Supporting Affidavit’ mean the documents of those kinds that were accepted for filing in this proceeding on 11 September 2026.

THE COURT ORDERS THAT:

Ex parte/short service orders

1.    Service of the Originating Process and Supporting Affidavit be dispensed with for the purpose of today’s hearing.

2.    The prayers for relief contained at paragraphs 2–29 and 31 of the Originating Process be made returnable instanter.

3.    The time for service on the Defendants of the Originating Process, the Supporting Affidavit and the Plaintiff’s submissions dated 14 September 2026 (Plaintiff’s Submissions) be abridged to 4:00 pm AEST on 16 September 2026.

4.    Pursuant to rule 10.24 of the Federal Court Rules 2011 (Cth) (Rules):

(a)    personal service on the Third Defendant of the Originating Process, the Supporting Affidavit, the Plaintiff’s Submissions and these orders be dispensed with; and

(b)    the Originating Process, Supporting Affidavit, Plaintiff’s Submissions and these orders will be taken to have been served on the Third Defendant by sending copies of those documents by email to ijaz@starinvestment.com.au.

5.    Until such time as the Third Defendant files and serves a notice of address for service or further order, service by the Plaintiff on the Third Defendant of any further documents in this proceeding may be effected by the Plaintiff sending the documents in accordance with paragraph 4(b) above.

6.    The Plaintiff provide the Defendants with copies of the transcript of the ex parte interlocutory hearing as soon as practicable.

Interim Asset Preservation Orders

7.    Subject to the terms of paragraphs 8 and 9 below, pursuant to sections 1323(1) or 1323(3) of the Act that, until further order, each of the Defendants, by themselves and their servants, agents and employees be restrained from:

(a)    removing, or causing or permitting to be removed from Australia all or any of the Property of the Defendants;

(b)    selling, charging, mortgaging or otherwise dealing with, disposing of and/or diminishing the value of all or any of the Property of the Defendants, both in and out of Australia;

(c)    causing or permitting to be sold, charged, mortgaged or otherwise dealt with, disposed of, or diminished in value, all or any of the Property of the Defendants, both in and out of Australia;

(d)    without limiting the terms of sub-paragraphs (a) to (c) above, incurring new liabilities including, without limitation, liabilities incurred either directly or indirectly, through a loan agreement, investment contract, the use of a credit card, a credit facility, a drawdown facility or a re-draw facility; and

(e)    without limiting the terms of sub-paragraphs (a) to (d) above, withdrawing, transferring or otherwise disposing of or dealing with, any monies available in any account with any bank, building society or other financial institution (in Australia and elsewhere), in which the Defendants have any legal or equitable interest.

8.    The orders in the preceding paragraphs shall not prevent:

(a)    the Third Defendant from paying or otherwise incurring a liability for ordinary living expenses up to $1,000 per week;

(b)    each of the Defendants from paying or otherwise incurring a liability for costs reasonably incurred in these proceedings and any criminal proceedings arising from the Plaintiff's investigation into the affairs of each of the Defendants; and

(c)    any bank, building society or financial institution from exercising any right of set-off which it may have in respect of a facility afforded by it to each or any of the Defendants prior to the date of these orders.

9.    In respect of the Sullivans Track Property:

(a)    the order in paragraph 7 shall not prevent the sale of the Sullivans Track Property;

(b)    subject to subparagraph (c), any proceeds of sale are taken to be Property of the Second Defendant and are to be dealt with in accordance with paragraph 7; and

(c)    these orders shall not prevent payment to Stacks Managed Investments Ltd (ACN 087 171 346) and RTS Super Pty Ltd (ACN 085 843 125) in discharge of the mortgages registered on the title for the Sullivans Track Property.

Interim Travel Restraint Orders

10.    Pursuant to section 1323(1)(k) of the Act, until further order, the Third Defendant is restrained from leaving or attempting to leave Australia.

11.    Pursuant to section 1323(1)(j) of the Act, the Third Defendant deliver up forthwith, to the Registry of this Court:

(a)    any and all passports held by him, or otherwise in his possession, custody or control;

(b)    any visa entitling him to enter, visit or reside in Australia or any other country other than Australia; and

(c)    any airline ticket(s) concerning any travel arrangements made for the six (6) month period commencing from the date of this order.

12.    The documents listed in the previous paragraph be held by the Registry until further order.

13.    Until further order, pursuant to section 1323(1)(j) of the Act, the Third Defendant is restrained from applying for the issue of a passport.

14.    Pursuant to section 1323(1)(j) of the Act, in the event that the Third Defendant cannot locate any Australian passport within one day of the making of the order, they file an affidavit stating that fact and exhibiting a copy of a written notification sent by them to the Department of Home Affairs, Australian Passport Office or the Australian Passport Information Service informing them of the same.

15.    The orders in paragraphs 10 to 14 have effect in respect of the Third Defendant:

(a)    if the Third Defendant is in Australia when the order is made, from the date the order is made; or

(b)    if the Third Defendant is not in Australia when the order is made, from the date the Third Defendant returns to Australia.

Disclosure Orders

16.    Except to the extent that a claim of privilege against self-incrimination or civil penalty privilege is made, each of the Defendants deliver or cause to be delivered to the Plaintiff by the time nominated by the Court, a full and detailed affidavit sworn by each of them setting out:

(a)    the name and address of any bank, building society or other financial institution at which there is an account in the name of or under the control of the relevant Defendant, together with the number of such account, the name of such account and the balance of that account;

(b)    the name, address and email address of any person or persons indebted to the relevant Defendant and the amount of the indebtedness;

(c)    an itemised inventory of the relevant Defendant's assets and liabilities;

(d)    (where relevant) the name, address and email address of any investor or investors to whom the relevant Defendant is indebted (individually or by way of the operation of a scheme or investment platform of any kind), and the amount of the indebtedness;

(e)    an itemised inventory of any and all Property whether real or personal owned or controlled by the relevant Defendant or in which that Defendant has any legal or beneficial interest;

(f)    in respect of any of the Property of the relevant Defendant which has been given as security for any debt, the details of that property and the nature of the security and the debt so incurred; and

(g)    the sources and amount of any income, wages, earnings or other payments received by the Defendants in the last 12 months and expected to be received by the Defendants in the next 12 months.

17.    In the event that the Third Defendant wishes to object that compliance with the order sought in paragraph 16 above, may tend to incriminate him or make him liable to a civil penalty, he must, in accordance with section 128A of the Evidence Act 1995 (Cth):

(a)    prepare, file and serve on the Plaintiff an affidavit disclosing so much of the information required to be disclosed by paragraph 16 to which no objection is taken;

(b)    prepare an affidavit containing so much of the information required to be disclosed by paragraph 16 to which objection is taken and deliver it to the Court in a sealed envelope; and

(c)    prepare, file and serve on the Plaintiff a separate affidavit setting out the basis of the objection.

Notice of Orders to Third Parties

18.    To the extent necessary, the Plaintiff has leave to give to:

(a)    the relevant authorities (domestic and overseas) that record, control and/or regulate the ownership of real property;

(b)    the relevant authorities (domestic and overseas) that record, control and/or regulate the ownership of motor vehicles;

(c)    the relevant authorities and entities (domestic and overseas) that record, control and/or regulate the ownership of securities;

(d)    any bank, building society or other financial institution (domestic and overseas) at which, to the best of the Plaintiff’s knowledge and belief, any of the Defendants operates any account;

(e)    the relevant authorities that issue and control the use of passports; and

(f)    any other person or entity (domestic and overseas), holding or controlling Property which, to the best of the Plaintiff’s knowledge and belief, belongs to any of the Defendants,

notice of these orders, by delivering a copy of a minute of the orders to that entity or person and/or any person apparently in the employ of that entity or person.

Interim Confidentiality Orders

19.    Pursuant to sections 37AF(1)(a), 37AF(1)(b) and 37AG(1)(a) of the Federal Court of Australia Act 1976 (Cth) (FCA Act) that, on the ground that it is necessary to prevent prejudice to the proper administration of justice, the publication or disclosure of the following is prohibited until the Plaintiff notifies the Court that it has effected service of these documents on the Defendants, except to enable the Plaintiff to serve the Defendants and to notify the third parties as set out in paragraph 18 for the purpose of enforcing the orders:

(a)    any ex parte orders obtained by the Plaintiff;

(b)    the Originating Process and its contents;

(c)    the Supporting Affidavit (including the exhibits to that affidavit); and

(d)    the Plaintiff’s Submissions.

Non-Party Access Orders

20.    Any application made by a non-party pursuant to rule 2.32(4) of the Rules to inspect be considered only after notice of the application has been given to the parties and they have been given a reasonable opportunity to apply for orders pursuant to sections 37AF(1) and 37AG(1) of the FCA Act.

General Orders

21.    The Originating Process be returnable at 9.30am (AEST) on 23 September 2026 for a further hearing in respect of the orders sought by the Plaintiff.

22.    There be liberty to any party to apply to the Court on 48 hours’ notice.

23.    Costs be reserved.

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

REASONS FOR JUDGMENT

ANDERSON J:

Introduction

1    I heard this matter, ex parte, as the Commercial and Corporations Duty Judge on 15 September 2026 in relation to the interim relief sought by the plaintiff, the Australian Securities and Investments Commission (ASIC). I made the interim orders sought by ASIC. These are my reasons for doing so.

2    ASIC has filed an originating process seeking relief under (inter alia) s 1323 of the Corporations Act 2001 (Cth), primarily for the appointment of receivers to the property of the first and second defendants, Star Investment Group Australia Pty Ltd (ACN 630 922 986) (SIGA) and Gondal Holdings Pty Ltd (ACN 621 663 241) (Gondal), and of a receiver to the property of the third defendant, Mr Ijaz Ahmad. ASIC also seeks orders restraining each defendant from dealing with its property, subject to certain exceptions.

3    The property of the defendants that ASIC refers to is “all real or personal property, assets or interests in property or assets of any kind, within or outside Australia, including, by virtue of s 1323(2A) of the Act, any property held otherwise than as sole beneficial owner” (Property).

4    SIGA operates an unregistered property development investment scheme (Scheme). It appears it has offered and issued promissory notes and convertible notes (Notes) to at least some 111 investors purportedly to raise funding for the Scheme. Gondal owns property the subject of the Scheme, located at Lot 1 Sullivans Track, Yallourn, Victoria (the Yallourn Property), which it is purportedly developing and is referred to as the Lake Narracan, Yallourn, Victoria project and marketed as the ‘Lake Narracan Resort’ (Lake Narracan Project). Mr Ahmad is the sole director, shareholder, and company secretary of SIGA and Gondal.

5    ASIC seeks ex parte interim asset preservation and disclosure orders pursuant to s 1323(1) and (3) of the Act. If the orders are made, ASIC seeks an inter partes hearing on a date to be fixed for the determination of ASIC’s application for further orders, including, if necessary or desirable, the appointment of receivers.

6    ASIC submits that the relief is sought to preserve the Property of the defendants and maintain the status quo in order to protect the interests of ‘aggrieved persons’, being the approximately 111 investors in the Scheme, while ASIC continues to conduct its investigation into potential breaches by the defendants of various provisions of the Act and the Australian Securities and Investments Commission Act 2001 (Cth).

7    The application is supported by an affidavit of Gregory Stewart McLeod sworn 10 September 2026 (McLeod Affidavit). Mr McLeod is an ASIC Senior Investigator who is an authorised delegate of ASIC pursuant to s 102 of the ASIC Act and has been delegated functions and powers, including under Part 3 of the ASIC Act relating to ASIC’s investigation and information-gathering powers.

8    In summary, ASIC’s concerns are as follows.

9    First, SIGA and Gondal have failed to comply with notices to produce books issued by ASIC under s 33 of the ASIC Act. Among other things, the notices sought financial records which ASIC believes should exist but which have never been produced. ASIC is concerned that the reason those records have not been produced is that they do not exist.

10    Second, despite its investigation, ASIC has been unable to establish the current financial positions of SIGA or Gondal. The financial information ASIC does hold suggests that both companies are likely incapable of meeting their liabilities, are sustaining ongoing losses, and may be insolvent.

11    Third, ASIC is concerned about the way in which Scheme funds have been distributed. Substantial amounts have been moved offshore and into other entities controlled by Mr Ahmad.

12    Fourth, SIGA and Gondal appear not to have complied with their taxation obligations.

13    Fifth, ASIC is concerned by the nature and management of the Scheme, including Gondal’s failure to execute and register a mortgage in favour of SIGA notwithstanding an obligation for it to do so, the absence of information about approximately $2.4 million in pre-sales for lots in the Yallourn Property, the lack of evidence that the Lake Narracan Project has been substantially progressed, the absence of any known cash reserves, and potentially misleading and deceptive statements made in the promotion of the Scheme.

14    Sixth, ASIC has various concerns about Mr Ahmad, including his failure to deal with ASIC candidly, his management of the Scheme as sole director of SIGA and Gondal, his residence in Pakistan since April 2025, and the transfer of substantial Scheme funds to Pakistan.

15    By reason of the above matters, ASIC submits that there is an unacceptable risk that unless receivers are appointed to the Property of SIGA, Gondal and Mr Ahmad:

(a)    the true financial position of each of them, including the details of investors in the Scheme, will remain unknown;

(b)    SIGA and Gondal’s assets may be further dissipated given:

(i)    the Yallourn Property is for sale and notwithstanding Mr Ahmad’s instructions to Maddocks Lawyers, which prioritise the interests of investors next after secured creditors, those instructions may be varied at any point; and

(ii)    substantial assets of SIGA and Gondal have already been transferred to Pakistan; and

(c)    prospects of recovering SIGA and Gondal’s assets may be reduced.

Background

16    On 10 March 2026, ASIC commenced an investigation under s 13 of the ASIC Act (Investigation). The subjects of the Investigation are SIGA, Gondal, and Mr Ahmad. The original scope of the Investigation concerned suspected contraventions of:

(a)    s 286 of the Act (failure to keep financial records) by SIGA and Gondal;

(b)    ss 180, 181 and 344 of the Act by Mr Ahmad (directors’ duties failures and/or failure to take all reasonable steps to comply with, or secure compliance with, Part 2M.2 of the Act); and

(c)    s 63(1) of the ASIC Act by SIGA and Gondal (non-compliance with requirements made under the ASIC Act during the Investigation).

17    On 14 July 2026, the scope of the Investigation was expanded to include (a) an extension of the relevant period to 14 July 2026; and (b) suspected contraventions of ss 1041E and 1041H of the Act and ss 12DA and 12DB of the ASIC Act by SIGA in connection with the promotion and/or marketing of the Notes. The Investigation is ongoing.

18    The Scheme is financed partly from the sale by SIGA of Notes – instruments described as promissory or convertible notes. Through information memoranda dated February 2021, February 2024 and October 2024, and through its website, SIGA offered the Notes for a minimum investment of $100,000, promising returns of 10 or 12% per annum paid monthly, sometimes with end-of-term bonuses. As at 16 December 2025, SIGA’s website stated that, as of November 2025, over $19.1 million had been raised from 111 investors.

19    The purported object of the Scheme is the development by Gondal of the Yallourn Property, marketed as the ‘Lake Narracan Resort’. Gondal purchased the Yallourn Property in 2020 for $4 million plus GST; settlement occurred on 30 June 2022.

20    Funds were advanced by SIGA to Gondal under a deed of secured loan and general security deed (the 2020 and 2021 Security Deeds), under which Gondal was entitled to borrow up to $10 million from SIGA in exchange for interest of 10% to 14% and the grant of a registered mortgage and PPSA security over the Yallourn Property in favour of SIGA. No mortgage or PPSA security in favour of SIGA has ever been registered, and SIGA is therefore an unsecured creditor of Gondal.

21    The Yallourn Property is subject to two registered mortgages, in favour of Stacks Managed Investments Ltd and RTS Super Pty Ltd, securing loans of $2 million and $1,644,000 respectively. As at 7 September 2026, Gondal had only partially made interest payments in respect of these loans that were due on 1 August 2026 and had failed to make payments that were due on 1 September 2026. Mr Ahmad had not returned calls made by the lenders.

22    On ASIC’s analysis of the banking records, it appears that approximately $29.4 million was deposited into SIGA’s principal account by persons believed to be investors, of which approximately $3.2 million was repaid as redemptions and $5.9 million as interest, and approximately $17.2 million was advanced to Gondal.

23    Of the money raised, approximately $4.6 million was transferred directly to overseas accounts. Further, approximately $2.9 million was sent overseas through Sydney Forex between 4 June 2025 and 8 January 2026, principally to Pakistan, including approximately $2.8 million to an account in Mr Ahmad’s name with the Meezan Bank. As at March 2026, the aggregate balance of the known accounts of SIGA, Gondal and Mr Ahmad was approximately $25,000, and those accounts have since been closed.

24    On 4 March 2026, SIGA advised investors that, since February 2026, SIGA had placed monthly interest payments “on hold”, and that the pause was expected to last two to three months while the SIGA explored “strategic pathways” for the Scheme.

25    On 14 April 2026, Mr Ahmad sent an email to Maddocks Lawyers, providing instructions on the distribution of the proceeds from the sale of the project, and on 15 April 2026, Maddocks sent an email to Mr Ahmad confirming his instructions.

26    On 16 April 2026, Mr Ahmad advised investors that the Yallourn Property had been placed on the market, with “an asking price … in the range of $32 million to $35 million (plus GST)”, and that the proceeds would be received by Maddocks and applied to the secured lenders and then to investors. The agent’s estimate was $26 to $28 million. As at 10 September 2026, the Yallourn Property remained on the market.

27    SIGA and Gondal have not complied with the s 33 notices, despite extensions; the general ledgers, financial statements and registers of noteholders sought have never been produced. On 24 March 2026, ASIC examined the companies’ bookkeeper, Ms Joanne Mucciacciaro, under s 19 of the ASIC Act. She gave evidence that the records were incomplete, that she had never been provided with source documents, that taxation lodgements had been outstanding since 2020 or 2021, and that a gross realisation report she had prepared to obtain finance had, without her knowledge, been reproduced in a SIGA information memorandum given to investors.

28    Mr Ahmad left Australia on 5 April 2025, which Mr McLeod confirmed by reviewing Australian Border Force records. Mr McLeod also deposed to a conversation with Mr Ahmad on 28 April 2026 in which he advised Mr McLeod that he was in Pakistan. .

Relevant legal principles

Applications under s 1323

29    The Court’s jurisdiction to make orders under s 1323(1) of the Act is enlivened where, relevantly:

(a)    an investigation is being carried out under the Act or the ASIC Act in relation to an act or omission by a person (the “relevant person”) that constitutes or may constitute a contravention of the Act;

(b)    the relevant person is, or may become, liable to pay money to another person (the “aggrieved person”) whether in respect of a debt, by way of damages or compensation or otherwise, or to account for financial products or other property; and

(c)    the Court forms the opinion that it is “necessary or desirable” to make an order under s 1323(1) for the purpose of protecting the interests of the aggrieved person.

30    It has been said that the discretion to make an order under s 1323(1) of the Act is enlivened, where “assuming one or more of the jurisdictional facts set out in s 1323(1)(a)-(c)”, there is “a finding of necessity or desirability”, but “it does not compel the exercise of that discretion, in a particular way or at all. The Court must consider all factors relevant to the exercise of that discretion … bearing in mind the evident purpose underlying s 1323”: Australian Securities and Investments Commission v Krecichwost (2007) 213 FLR 314; [2007] NSWSC 948 at [33] (McDougall J) ( and see Australian Securities and Investments Commission v Sino Australia Oil & Gas Ltd (2014) 101 ACSR 115; [2014] FCA 565 at [9] (Davies J).

Asset restraining orders

31    Although s 1323 of the Act does not expressly provide for the making of asset restraining orders, it provides jurisdiction to make such orders as an alternative to the appointment of a receiver: see s 1323(7) of the Act. If the Court is satisfied that it is necessary or desirable to appoint a receiver in order to protect the interests of aggrieved persons, it may, in the exercise of its discretion, instead make a lesser order in the nature of a freezing order, in aid of the s 1323 power and pursuant to s 23 of the Federal Court of Australia Act 1976 (Cth) and r 7.32 of the Federal Court Rules 2011 (Cth): Australian Securities and Investments Commission v Carey (No 14) (2007) 158 FCR 92; [2007] FCA 310 at [33] (French J), Krecichwost at [34]–[37].

32    The purpose of s 1323 is to provide a means by which property that may, in due course, represent a source for the vindication of the rights of aggrieved persons is preserved for their benefit, pending the outcome of an investigation: Australian Securities and Investments Commission v Secure Investments Pty Ltd [2020] FCA 639 at [27(a)] (Derrington J), citing Australian Securities and Investments Commission v Carey (No 3) (2006) 232 ALR 577; [2006] FCA 433 (French J), Krecichwost at [46]. ASIC is not required to establish a prima facie case in order to obtain relief under s 1323; orders may be made before liability is established and before the evidence necessary to establish liability has been collected: Secure Investments at [27(b)], Carey (No 3) at [25].

33    The interests of aggrieved persons may be protected not only by orders designed to protect against the dissipation of assets, but also by orders which create an opportunity for the assets of the person under investigation to be ascertained: Secure Investments at [27(c)]. The critical consideration is whether it is “necessary or desirable … for the purpose of protecting the interests” of aggrieved persons, which indicates the breadth of circumstances in which a court may make orders under s 1323(1); there “is an element of risk assessment and risk management in the judgment the court is called on to make”: Australian Securities and Investments Commission v Australian Fiduciaries Ltd [2025] FCA 1099 (at [22]–[24] (Moshinsky J).

34    The appointment of a receiver is the most intrusive of the orders available and is a drastic step not to be taken lightly. Where a lesser order will protect the aggrieved persons, or the risk is speculative, the Court may make a lesser order restricting or prohibiting dealings with property instead: Carey (No 14) at [33], [43]–[45]. The Court “should be cautious in exercising any power to appoint a receiver … because such orders are drastic and have an immediate and detrimental effect on the entity or person to whose assets the receivers are appointed”: Secure Investments at [28]. Proof of fraud or dishonesty is not a precondition to the appointment of a receiver, but where there is a suspicion that it has occurred, the making of such an appointment is more likely: Secure Investments at [28].

35    The power extends to property whether within or outside Australia. Section 1323(1)(h) of the Act authorises the appointment of a receiver of “the property, or … part of the property” of the relevant person, and “property” (s 9 of the Act) is defined without geographic limitation. Orders of this character rest on the Court’s jurisdiction in personam, so that the location of the person’s assets does not limit the power to make them: Deputy Commissioner of Taxation v Huang (2021) 273 CLR 429; [2021] HCA 43 at [1], [19] and [23]–[26] (Gageler, Keane, Gordon and Gleeson JJ). The practical utility of such orders in respect of particular foreign assets is a matter going to the discretion, not the existence of the power: Huang at [30]–[31].

Interim orders

36    Interim orders may be made pursuant to s 1323(3) of the Act if an application has been made pursuant to s 1323(1) and the Court forms the opinion that it is desirable to make interim orders pending the determination of the s 1323(1) application. Where the applicant for interim relief is ASIC, which acts to protect the public interest, relief may be justified notwithstanding the absence of a significant risk of dissipation of assets: Secure Investments at [27(d)].

Ex parte orders

37    Naturally, ex parte orders are only made when there are good reasons for doing so. However, such orders can and should be made where there is evidence of a danger of the dissipation of assets if the defendants are informed of the proceedings: Australian Securities and Investments Commission v Suleman Enterprizes Pty Ltd [2001] NSWSC 1079 at [2]–[3] (Young CJ in Eq), quoted in Australian Securities and Investments Commission v NGS Crypto Pty Ltd [2024] FCA 373 at [25] (Meagher J). An applicant who proceeds ex parte owes a strict duty of full and frank disclosure. The consequences of a failure to meet that duty are illustrated by Ramsay v Featherston Resources Ltd [2013] NSWSC 1923 (Black J), in which receivership orders obtained ex parte under s 1323 of the Act were set aside with indemnity costs.

Suspected contraventions

Failure to keep financial records and directors’ duties: ss 286, 180, 181 and 344 of the Act

38    I am satisfied there are reasonable grounds to suspect that SIGA and Gondal have failed to keep financial records that correctly record and explain their transactions and financial position, contrary to s 286 of the Act. The inference is available from the sustained
non-production of ledgers, financial statements and registers in response to the s 33 notices, from the bookkeeper’s evidence that the records were incomplete and unsupported by source documents, and from the fact that such records, if they existed, would ordinarily be readily producible.

39    Those same matters, together with the movement of Scheme funds offshore and to related entities, the failure to register the SIGA security, and Mr Ahmad’s absence from Australia, found, in my view, reasonable grounds to suspect contraventions by Mr Ahmad of ss 180 and 181, and of s 344 of the Act in respect of the record-keeping obligations in Part 2M.2.

Misleading or deceptive conduct: ss 1041E and 1041H of the Act and ss 12DA and 12DB of the ASIC Act

40    I am satisfied that there are reasonable grounds to suspect that SIGA engaged in misleading or deceptive conduct in the promotion of the Notes. SIGA’s website, as captured by ASIC in web captures (extracts of which were included in McLeod’s affidavit), said that investors’ funds were “protected against real property assets” and that every investor would have their returns “paid on the 1st of every month”, and said that SIGA offered “Capital Security”.

41    This was at a time when, on ASIC’s banking analysis, the money raised was being applied to interest and redemptions for earlier investors, to Mr Ahmad’s other entities, and to accounts in Pakistan, in circumstances where SIGA held no registered security.

42    Conduct is misleading if it has a tendency to lead into error; a statement that is literally true may nonetheless mislead if it conveys a false impression, and actual deception need not be shown. The reproduction, in an information memorandum given to investors, of the bookkeeper’s gross realisation report – which she prepared for a different purpose and did not regard as suitable for investors – is a further instance of misleading conduct.

43    Sections 1041E and 1041H of the Act and ss 12DA and 12DB of the ASIC Act are engaged by conduct and representations referable to a financial product or financial service. The Notes are, in ASIC’s submission, financial products as they are likely debentures within s 9 of the Act, and so securities within s 761A and, therefore, financial products within s 764A(1)(a). I note that s 761A was amended by the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023 (Cth) to exclude the definition of “security” in s 761A. However, s 92 of the Act (in its current form) defines “security” to include a debenture in a body. ASIC also submits that independently, the acquisition of the Notes is the making of a financial investment within ss 763A(1)(a) and 763B. A similar analysis applies in respect of the ASIC Act. That characterisation is supported by Australian Securities and Investments Commission v Macrolend Pty Ltd (2025) 176 ACSR 29; [2025] FCA 1158 at [43]–[52] (Sarah C Derrington J) (applying ABN AMRO Bank NV v Bathurst Regional Council (2014) 224 FCR 1; [2014] FCAFC 65 (Jacobson, Gilmour and Gordon JJ)), in which Sarah C Derrington J held that instruments described as “loan agreements” and “promissory notes” were debentures because the money was repaid as a debt in the nature of a loan for the issuer’s working capital.

Actual and potential liability of defendants to investors

44    ASIC submits that, at an absolute minimum, SIGA is liable in debt to the investors on redemption of the Notes but appears to have insufficient assets to meet those liabilities. Given the potential for dissipation of assets, that alone warrants s 1323 orders pending ASIC’s investigation of the suspected contraventions.

45    In addition, there are numerous ways in which the defendants may be, or may become, liable to the investors. SIGA may be liable to compensate investors for misleading or deceptive conduct (s 1041I of the Act; s 12GF of the ASIC Act); Gondal is or may become liable to SIGA in debt for the money advanced under the 2020 and 2021 Security Deeds; and Mr Ahmad may be liable to SIGA and Gondal in damages or compensation for breach of his duties as a director (ss 180 and 181 of the Act). Sections 1324 and 1325 of the Act further empower the Court to order a person against whom an injunction could be made, or who has contravened a relevant provision, to pay damages or compensation to persons who have suffered loss.

Relief sought by ASIC

Orders under s 1323

46    The purpose of s 1323 of the Act is to provide a means by which property that may, in due course, represent a source for the vindication of the rights of aggrieved persons is preserved for their benefit: Secure Investments at [27(a)]. The power to make an order under s 1323(1) is enlivened here because:

(a)    an investigation is being carried out under the ASIC Act in relation to potential contraventions by each of the defendants of the Act, as described above;

(b)    each of the defendants is a ‘relevant person’ who is, or may become, liable to pay money whether in respect of a debt, by way of damages or compensation, or otherwise;

(c)    the investors in the Scheme are ‘aggrieved persons’ for the purpose of s 1323 of the Act; and

(d)    it is necessary or desirable for the Court to make orders under s 1323(1) for the purpose of protecting the interests of the aggrieved persons.

47    Whilst ASIC is not required to establish a prima facie case for the purpose of s 1323 relief, the evidence of the defendants’ suspected contraventions is compelling. The relief sought is designed to protect against the dissipation of assets and will also create an opportunity for the true financial position of SIGA and Gondal, and the whereabouts of the Scheme funds, to be ascertained: Carey (No 3) at [27]. The asset preservation orders are framed so as not to prevent a bona fide sale of the Yallourn Property. The sale may proceed, with the proceeds to be treated as property of Gondal and preserved, and with the payment to the registered mortgagees in discharge of their mortgages permitted.

Ex parte application

48    Ex parte orders under s 1323 of the Act are only made when there are good reasons for doing so, where such an order is necessary to prevent money from being dissipated immediately, or where to alert the defendants may mean they have time to disperse assets.

49    I am satisfied that Mr Ahmad is aware of the Investigation, is offshore, has not dealt candidly with ASIC, and has demonstrated a willingness and ability to deal with Australian assets from abroad, including by directing the sale of the Yallourn Property. ASIC is concerned that, if alerted to this proceeding before orders are made, the Defendants may accelerate the sale of the Yallourn Property, or otherwise deal with the proceeds or other, as yet unidentified, assets, to the prejudice of the investors. I agree. Accordingly, it is necessary, in my view, and appropriate that the orders be made on an ex parte basis with a short return date.

Travel restraint and passport orders

50    The travel restraint and passport orders sought against Mr Ahmad under s 1323(1)(j) and (k) of the Act are of limited present utility, because Mr Ahmad is already in Pakistan; the orders are framed to take effect on his return to Australia. The making of such orders is a serious step, but is warranted where a person’s presence is important to an investigation and there is a risk of flight: Australian Securities and Investments Commission v M101 Nominees Pty Ltd (2020) 147 ACSR 537; [2020] FCA 1166 at [69] and [74] (Anderson J); Australian Securities and Investments Commission v CME Capital Australia Pty Ltd (No 3) [2016] FCA 545 at [9] (Moshinsky J) and see also [20] (refusing ASIC’s application on the basis that there was insufficient evidence to establish that the defendant was a flight risk); Australian Securities and Investments Commission v Carey (No 19) (2008) 65 ACSR 421; [2008] FCA 38 at
[32]–[38] (French J). I will make the travel restraint and passport orders.

Confidentiality, non-party access and service

51    Orders under ss 37AF(1) and 37AG(1) of the FCA Act are necessary to prevent prejudice to the proper administration of justice, by prohibiting disclosure of the orders, the originating process, the supporting affidavit and submissions until ASIC has effected service on the defendants and notified third parties for the purpose of enforcement.

52    An order that any application by a non-party pursuant to rule 2.32(4) of the Rules to inspect, be considered only after the parties have been advised and given an opportunity to apply for orders pursuant to s 37AF(1) and s 37AG(1) of the FCA Act is necessary, in my view, to protect the private information of the investors of SIGA.

53    As Mr Ahmad is outside Australia and has communicated with ASIC by email throughout the Investigation, ASIC seeks orders under r 10.24 of the Rules for substituted service on Mr Ahmad by email. I will make that order.

Disposition

54    I will make the orders sought by ASIC for the reasons given. The proceeding has been set down for an inter partes hearing before me on 23 September 2026 in respect of the continuation of the interim orders and/or in respect of ASIC seeking the appointment of receivers.

Associate:

Dated:    18 September 2026