j.k. retail pty ltd (in liquidation) - kordamentha

J.K. Retail Pty Ltd (In Liquidation)

ACN 124 839 354

Report by Liquidators

Remuneration Approval Request

23 May 2018

Liability limited by a scheme approved under Professional Standards Legislation

Page i

Contents 1 Purpose of report .................................................................................................... 1

2 Progress of Liquidation ........................................................................................... 1

3 Proposals without meeting ..................................................................................... 1

4 Remuneration and internal disbursements ........................................................... 1

5 Remuneration .......................................................................................................... 2

5.1 Declaration ..................................................................................................... 2

5.2 Remuneration summary ................................................................................ 2

5.3 Remuneration recoverable from external sources ....................................... 2

6 Disbursements ........................................................................................................ 2

6.1 Declaration ..................................................................................................... 2

6.2 Disbursements summary .............................................................................. 3

7 Likely impact on creditors ....................................................................................... 3

8 Contact details and further information ................................................................. 3

Appendix 1 – Schedule of KordaMentha rates

Appendix 2 – Resolution 1


Appendix 4 – Proposals

Appendix 5 – Proof of Debt form

Appendix 6 – ARITA Information Sheet on Proposals

1 Purpose of report

The purpose of this report is to provide an update as to the progress of the liquidation of J.K. Retail Pty Ltd (in Liquidation) (‘the

Company’) and to provide you with the information you need to be able to make an informed decision regarding the approval of

our remuneration, along with internal disbursements, for undertaking the liquidation of the Company. We will request creditors

consider approving the remuneration and internal disbursements incurred during the liquidation by way of resolution by

proposal without a meeting of creditors.

Creditors should read this report and the other documentation that we have sent you. To minimise the costs in this liquidation,

we have elected to seek the approval of creditors for our remuneration and internal disbursements without a meeting. You can

cast your vote by using the included proposal voting forms. These forms need to be returned to our office by mail, scanned

and emailed or faxed. The forms need to be received by 14 June 2018 for your vote to count. If you choose to send your forms

by mail, please allow enough time for your forms to be delivered.

2 Progress of Liquidation

The Company was placed into voluntary liquidation on 11 May 2018 pursuant to a special resolution of its members and Rahul

Goyal and Scott Langdon were appointed as Liquidators.

Other pertinent details in relation to the Company are:

the principal activity of the Company was the operation of a retail store trading as ‘Global Brands Outlet’ at Minto

Marketplace in Minto, NSW 2566. The Company ceased operations on 13 May 2018.

the person responsible for the management of the Company was Lester Martin Anderson in his capacity as director of the

Company.

Since our appointment we have:

secured the assets of the Company and commenced the process of realising these assets

wound down the operations at Minto Marketplace, Minto NSW

commenced the distribution of notifications to creditors

terminated the employment of all staff

corresponded with directors to obtain the books and records of the Company and collate information in order to

commence our statutory investigations.

3 Proposals without meeting

We are seeking approval of remuneration and internal disbursements by resolution by proposals without a meeting. These

resolutions are listed in Appendices 2 and 3. Enclosed at Appendix 4 are the proposal forms, which include the resolutions for

your approval, the reasons for the proposals and the likely impact the resolution will have on creditors if they are passed. There

is one form for each proposal and for your vote to count, you must send back the proposal form for the proposals you want to

vote on by 15 June 2018.

You must have also lodged a Proof of Debt Form. If you have not previously lodged one or you wish to amend your claim, you

must lodge one with your proposal forms. A Proof of Debt Form is included at Appendix 5. ARITA has provided an information

sheet on proposals without meetings, which is included at Appendix 6.

4 Remuneration and internal disbursements

In accordance with Section 60-10 of Schedule 2 of the Act and the Australian Restructuring Insolvency and Turnaround

Association’s (ARITA) Code of Professional Practice, we provide the following information in respect of the Liquidators’

remuneration and internal disbursements for the period from 11 May 2018 to the end of the liquidation.

In this Liquidation, we are seeking approval of our remuneration on a time basis and internal disbursements in accordance

with the schedule titled KordaMentha Rates – National – FY18 as outlined in our Initial Remuneration Notice.

The following information is provided to assist creditors in considering the appropriateness of the remuneration and internal

disbursements claims that are being made. Your approval of this remuneration and internal disbursements will be sought by

resolution by proposal without a meeting due by 15 June 2018.

5 Remuneration

5.1 Declaration

We, Rahul Goyal and Scott Langdon of KordaMentha, have undertaken a proper assessment of this remuneration claim for our

appointment as Liquidators of J.K. Retail Pty Ltd in accordance with the law and applicable professional standards. We are

satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the

conduct of the administration.

5.2 Remuneration summary

5.2.1 Remuneration claim resolutions

The remuneration resolutions being sought are:

Resolution 1

‘That the estimated remuneration of Rahul Goyal and Scott Langdon for the period 11 May 2018 to the finalisation of the

Liquidation is determined at a sum equal to the cost of time spent by the Liquidators and KordaMentha staff, calculated at the

hourly rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018, up to a maximum of

$25,000 excluding GST, and approved for payment on a monthly basis in arrears or as required. However, if the value of the

work performed exceeds the capped amount, then we reserve the right to seek further approval of remuneration from

creditors.’

Please refer to the appendices for full details of the remuneration approval sought.

Approval for the future remuneration sought is based on our best estimate of the work necessary to be completed and we do

not anticipate that we will have to ask for approval of any further remuneration. Should additional work be necessary beyond

what is contemplated, further approval may be sought from creditors. If that is the case, we will provide a further remuneration

report on the time spent and tasks undertaken, along with a general report on the progress of the liquidation.

5.2.2 Remuneration reconciliation

In our initial remuneration notice, we provided an estimate of total remuneration to be $25,000 excluding GST, funds

permitting. At this stage of the liquidation, the estimate does not need to be revised. This remuneration request is within that

estimate.

5.3 Remuneration recoverable from external sources

We advise that we have not received any other indemnity, guarantee or contribution from a member, director or any other party

related to the Company for our fees and expenses.

We have received funding as an upfront payment from the directors as a creditor of the Company in the amount of $15,000.

The purpose of this funding was to fund the general proceedings of the Liquidation.

6 Disbursements

6.1 Declaration

We, Rahul Goyal and Scott Langdon of KordaMentha, have undertaken a proper assessment of disbursements claimed for our

appointment as Liquidators of J.K. Retail Pty Ltd in accordance with the law and applicable professional standards. We are

satisfied that the disbursements claimed are necessary and proper.

6.2 Disbursements summary

Disbursements are divided into three categories:

Externally provided professional services – these are recovered at cost. An example of an externally provided professional

service disbursement is legal fees.

Externally provided non-professional disbursements – these are recovered at cost. Examples of externally provided

professional service disbursements are travel, accommodation, search fees and lodgement fees.

Internal disbursements – these are recovered on a reasonable commercial basis. These disbursements are generally

charged a cost, though some may be charged at a rate which recoups both variable and fixed costs. Examples of internal

disbursements include printing and postage costs, staff travel allowance, staff per diems and data room hosting.

Details of the KordaMentha disbursement policy are included with the enclosed schedule titled KordaMentha Rates – National

– FY18. The internal disbursements claim has been and future internal disbursements will be calculated at the rates as set out

in this schedule. We will be seeking creditor approval to pay our internal disbursements.

6.2.1 Internal disbursements claim resolutions

The internal disbursements resolutions being sought are:

Resolution 2

‘That the estimated future internal disbursements of Rahul Goyal and Scott Langdon, including those paid to staff, for the

period 11 May 2018 to the end of the liquidation up to a maximum amount of $500 excluding GST, calculated at the hourly

rates as detailed in the Remuneration Approval Request report to creditors dated 23 May 2018 are approved for payment to

be made on a monthly basis in arrears or as required. However, if the amount of internal disbursements incurred exceeds the

capped amount, then we reserve the right to seek further approval of internal disbursements from creditors.’

Approval for the future internal disbursements sought is based on our best estimate of the internal disbursements necessary

to be incurred. Should additional internal disbursements be necessary beyond what is contemplated, further approval may be

sought from creditors.

Please refer to the appendices for full details of the calculation and composition of the internal disbursements approval

sought.

6.2.2 External disbursements

We are not required to seek creditor approval for externally provided disbursements, but must account to creditors

disbursements that have been paid or incurred. No externally provided disbursements have been incurred for the period 11

May 2018 to 23 May 2018.

7 Likely impact on creditors

Section 556 of the Corporations Act specifies the order of priority that debts are to be paid from the realised assets of a

company. An external administrator’s remuneration and internal disbursements are paid prior to any dividend distribution to

creditors. Any dividend payable to creditors will ultimately be impacted by the realisations achieved in the liquidation and the

value of creditor claims admitted to participate in any dividend.

8 Contact details and further information

You can access information which may assist you on the following websites:

ARTIA at www.arita.com.au/creditors

ASIC at www.asic.gov.au (search for ‘insolvency information sheets’)

If you have any queries or need any assistance with understanding the materials we have sent you, please contact Eric Gao on

(02) 8257 3087 or by email at [email protected].

Dated: 23 May 2018

Rahul Goyal Scott Langdon

Liquidator Liquidator

KordaMentha KordaMentha

Level 5, 2 Chifley Square Level 5, 2 Chifley Square

Sydney NSW 2000 Sydney NSW 2000

Appendix 1 – Schedule of KordaMentha rates

KordaMentha Rates – National – FY18 and a guide to staff experience

Liability limited by a scheme approved under Professional Standards Legislation

KordaMentha rates National

Applicable from 1 July 2017

FY 2018

Classification $ per hour*

Principal Appointee/Partner/Executive Director 675

Director 625

Associate Director 1 575

Associate Director 2 525

Manager 475

Senior Executive Analyst 425

Executive Analyst 400

Senior Business Analyst 350

Business Analyst 295

Administration 150

*Exclusive of GST

KordaMentha disbursement policy

Disbursements incurred from third party suppliers are charged at the cost invoiced. KordaMentha does not add any margin to

disbursements incurred through third parties.

There are no charges for internal KordaMentha disbursements, such as internal photocopy use, telephone calls or facsimiles,

except for bulk printing and postage that is performed internally, which are calculated on a variable cost recovery basis.

In relation to any employee allowances, being kilometre allowance and reasonable travel allowance, the rate of the allowance

set by KordaMentha is at or below the rate set by the Australian Taxation Office.

If a KordaMentha data room is utilised, the fee will comprise an initial setup fee and then a fee based on the duration and size

of the data room.

Certain services provided by Forensic Technology may require the processing of electronically stored information into specialist

review platforms. Where these specific Forensic Technology resources are utilised, the fee will be based on units (e.g. number

of laptops), size (e.g. per gigabyte) and/or period of time (e.g. period of hosting).

GST is applied to disbursements as required by law.

KordaMentha rates - National

KordaMentha disbursement internal rates and allowances

Description Charge*

Photocopying, printing (general) $0.06 per page

Envelopes and postage

(varies due to size and weight)

$1.45 to $2.40 per envelope

Travel Reimbursement $0.60 per kilometre

Meal per diem, etc. Up to $92.70 per day per staff member (unless other arrangements made)

Dataroom fee (varies based on MB size) See detail below

*Exclusive of GST, reviewed annually on 1 July

Dataroom fee – Size (MB) Charge per month*

0–300 $1,000

300–1000 $1,000 + $2.50/MB

1000–5000 $2,750 + $1.25/MB

5000+ $7,750 + $0.60/MB

*Exclusive of GST, reviewed annually on 1 July

KordaMentha classifications

Classification Guide to level of experience

Principal Appointee/Partner/

Executive Director

Registered/Official Liquidator/Trustee, his or her Partners. Specialist skills brought to the

administration. Generally in excess of 10 years’ experience.

Director More than eight years’ experience and more than three years as a Manager. Answerable to

the appointee, but otherwise responsible for all aspects of an administration. Controls

staffing and their training.

Associate Director 1 Six to eight years’ experience with well developed technical and commercial skills. Will have

conduct of minor administrations and experience in control of a small to medium team of

staff. Assists with the planning and control of medium to large administrations.

Associate Director 2 Five to seven years’ experience with well developed technical and commercial skills. Will

have conduct of minor administrations and experience in control of a small to medium

team of staff. Assists with the planning and control of medium to large administrations.

Manager Four to six years’ experience. Will have had conduct of minor administrations and

experience in control of one to three staff. Assists with the planning control of medium to

large administrations.

Senior Executive Analyst Three to four years’ experience. Assists planning and control of small to medium

administrations as well as performing some of the more difficult tasks on larger

administrations.

Executive Analyst Two to three years’ experience. Required to control the tasks on small administrations and

is responsible for assisting tasks on medium to large administrations.

Senior Business Analyst Graduate with one to two years’ experience. Required to assist in day-to-day tasks under

supervision of more senior staff.

Business Analyst Undergraduate or graduate with up to one year experience. Required to assist in day-to-day

tasks under supervision of more senior staff.

Administration Appropriate skills, including books and records management and accounts processing

particular to the administration.


Resolution

By way of proposal without a meeting, creditors of the Company will be asked to consider the following resolution for the period

11 May 2018 to the finalisation of the Liquidation:






creditors.’

Calculation of estimated fees

The basis of calculating the remuneration claim is summarised in the table below. This table sets out the expected

remuneration for each major task area likely to be performed by the Liquidators and KordaMentha staff in the liquidation for

the period 11 May 2018 to the finalisation of the Liquidation, which is the basis of Remuneration Resolution 1. More detailed

descriptions of the major tasks likely to be performed, matching the amounts in this table, are included in this appendix.

Task areas

Total

$

Assets

$

Creditors

$

Statutory

compliance

$

Trading

$

Administration

and risk

mitigation

$

Estimated total 25,000 3,665 6,060 1,600 4,640 9,035

Summary of future tasks to be undertaken

Detailed below is a summary of work expected to be undertaken by task area for the liquidation period from 13 May 2018 to

completion.

Task area General description Details of tasks

Assets

10 hours

$3,665

Plant and equipment Liaising with valuers, auctioneers and

interested parties

Review of asset listing

Asset identification

Creditor enquiries, requests and

directions Receive and follow up creditor

enquiries

Correspondence to creditors via mail,

email and facsimile

Maintaining creditor request log

Consideration of reasonableness of

and responding to creditor requests

Obtaining legal advice on requests

Compiling information requested by

creditors

Documentation of reasons for not

complying with requests or directions

Correspondence with committee of

inspection

Security interest claims Conduct PPRS search and review of

results

Correspondence with creditors re

PMSI claim


Creditors

15 hours

$5,470

Secured creditor Correspondence and discussions

with secured creditor, including

notification of appointment and

update reports

Meetings with secured creditor

Distributions to secured creditor

Reports to creditors Preparation of initial correspondence

to creditors

Preparation of reports to creditors

Meeting of creditors (if requested) Preparation of meeting notices,

proxies and advertisements

Distribution of notice of meeting to all

known creditors

Preparation for meeting, including

agenda and other required

documentation

Conduct of meeting

Preparation and lodgement of

minutes of meeting

Responding to stakeholder queries

and questions re the meeting

Proposals to creditors Preparation of proposal notices and

voting forms

Distribution of proposals to all known

creditors

Review votes and determine outcome

of proposal


proposal outcome with ASIC

Proofs of debts Receipt of proofs of debt

Maintenance of proof of debt register

Correspondence with ATO re proofs of

debt

Adjudication of proofs of debt

Request further substantiation

Correspondence re outcome of

adjudication

Dividend distribution Correspondence re intention to

declare dividend

Compliance with regulations re

distributions

Obtain clearance from ATO for

distribution

Preparation of dividend, including

calculation and payment

Correspondence re dividend

declaration

Employee enquiries Prepare initial correspondence to

employees

Receive and follow up employee

enquiries via telephone, mail email

and in person

Correspondence to employees via

mail, email and facsimile


Employees

2 hours

$590

Entitlements Calculation of employee entitlements

Review of employee records,

employee agreements and awards

Reconciliation of superannuation

accounts

Legal advice re entitlements

Correspondence with employees re

entitlements and any queries

Employee dividend distribution Correspondence with employees re

dividend

Correspondence with ATO re SGC

proof of debt

Correspondence with any other

eligible employee creditor

Compliance with regulations re

distributions

Adjudication of proofs of debt

Preparation of dividend, including

calculation and payment

Correspondence re dividend

declaration

Workers compensation Review insurance policies

Identification of potential issues

requiring attention of workers’

compensation insurance specialists

Correspondence with insurer

regarding initial and ongoing workers’

compensation insurance

requirements

Statutory compliance

5.2 hours

$1,600

Books and records Receipt of books and records

Administration in relation to storage

ASIC Notifications to ASIC

Preparation and lodgement of ASIC

forms, including administration

returns.

Correspondence with ASIC regarding

statutory forms

ATO and other statutory reporting Notification of appointment

Correspondence with ATO

Preparation of BAS returns

Completion of payment summaries

and reconciliation

Directors Correspondence and meetings with

directors

Requests for Report as to Affairs and

books and records

Preparation of affidavits seeking

assistance from ASIC


Meeting of creditors (if requested) Preparation of meeting notices,

proxies and advertisements

Correspondence to creditors,

including mail distribution

Preparation of meeting documents,

including agenda, attendance

register, list of creditors etc.


minutes of meeting with ASIC

Investigation Collection and review of books and

records

Review and preparation of company

nature and history

Conduct and summarise statutory

searches

Preparation of comparative financial

statements and deficiency

statements

Review of specific transactions and

liaising with directors re transactions

Preparation of investigation file

Preparation of statutory investigation

report and lodgement with ASIC

Preparation and lodgement of any

supplementary report

Liaising with ASIC

Ceasing to act Notification to ASIC

Notification to ATO, including

cancellation of registrations

Trading

8 hours

$4,640

Planning/review Engagement planning

Discussions re status of

administration, strategy and

outstanding issues

Administration and risk mitigation

27.7 hours

$9,035

Document maintenance, file review,

checklist Review of administration – during

first month, then 6 monthly

Filing of documents

Update of work programs

File review

Insurance Identification of potential issues

requiring attention of insurance

specialists

Correspondence with insurance

brokers re initial and ongoing

insurance requirements

Review of insurance policies

Correspondence with previous

brokers


Bank account administration Opening and closing accounts

Correspondence re term deposits

Preparation of transactions

Bank account reconciliations

Correspondence with bank re specific

transactions, arrangements and bank

statements

Banking of deposits

Process of receipts and payments Process of receipts, payments and

journal entries into accounting

system

General administration Risk assessment

Set up of client

Processing in relation to client

accounting

Word processing

Remuneration Recording of time, including details

Preparation of remuneration

schedules

Invoice preparation

Media Preparation of media releases

Respond to media requests

Finalisation Notification to creditors of finalisation

Completion of checklists

Detailed calculation of estimated fees

Detailed below is a table of estimated fees by individual categorised into task area for the period from 11 May 2018 to the

finalisation of the liquidation.

Name Title Hourly Rate ($) Hours Amount ($) Hours Amount ($) Hours Amount ($) Hours Amount ($)RAHUL GOYAL Partner 675 - - - - - - - - 6.0 4,050.00 6.0 4,050.00 MATTHEW O'KEEFE Director 625 3.2 2,000.00 2.0 1,250.00 3.0 1,875.00 0.2 125.00 - - 3.2 5,250.00 JEREMY WEIR Senior Business Analyst 350 2.3 805.00 1.0 350.00 1.0 350.00 - - - 2.3 1,505.00 ERIC GAO Business Analyst 295 20.0 5,900.00 7.0 2,065.00 13.0 3,835.00 5.0 1,475.00 2.0 590.00 12.4 13,865.00 TRACEY CRAWFORD Administration 150 2.2 330.00 - - - - - - - - 0.6 330.00

27.7 9,035.0 10.0 3,665.0 17.0 6,060.0 5.2 1,600.0 8.0 4,640.0 24.5 25,000.0 Total Hours and Fees

J.K. Retail Pty Ltd (In Liquidation)Calculations of Estimated FeesFor the Period 11 May 2018 to the Finalisation of the Liquidation

ADMINISTRATION & RISK MITIGATION

TotalSTATUTORY COMPLIANCE TRADINGASSETS CREDITORS


Resolution

By way of proposal without a meeting, creditors of the Company will be asked to consider the following resolution for the period

11 May 2018 to the finalisation of the Liquidation:






Calculation of internal disbursements

The basis of calculating the estimated internal disbursements claim is summarised in the table below. This table sets out the

basis of the amount charged for each type of internal disbursement for the period 11 May 2018 to the finalisation of the

Liquidation, which is the basis of Remuneration Resolution 2.

Resolution 5: Internal disbursements estimated for the period

11 May 2018 to the finalisation of the Liquidation Basis Actual $

(excluding GST)

Internal disbursements

ASIC Lodgement fee Fee per notice 71

Destruction of Books and Records $6 a box 72

Parking 60

Petrol 80

Provision for additional disbursements 217

Total – Internal disbursements for Resolution 2 500

Appendix 4 – Proposals

Proposal 1

23 May 2018

NOTICE OF PROPOSAL TO CREDITORS


ACN 124 839 354 (‘the Company’)

Trading as Global Brands Outlet

Proposal for Creditor approval






creditors.’

Reasons for the proposal and the likely impact it will have on Creditors if it is passed

Section 60-10 of Schedule 2 of the Corporations Act entitles an external administrator of a company to receive remuneration

for necessary work properly performed by the external administrator in relation to the external administration in accordance

with a remuneration determination. A remuneration determination may be made by a resolution of creditors, as well as by a

committee of inspection (if one is established) or by the Court.

Please refer to the remuneration report available on KordaMentha’s website at http://www.kordamentha.com/Creditors for

information as to how the remuneration has been estimated.


company. An external administrator’s remuneration is paid prior to any dividend distribution to creditors. Any dividend payable

to creditors will ultimately be impacted by the realisations achieved in the liquidation and the value of creditor claims admitted

to participate in any dividend.

Vote on proposal

Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of

creditors. Please select the appropriate Yes, No or Object box referred to below:

Yes ☐ I approve the proposal

No ☐ I do not approve the proposal

Object ☐ I object to the proposal being resolved without a meeting of creditors

Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please

select the option that applies:

☐ I have previously submitted a proof of debt form and supporting documents

☐ I enclose a proof of debt form and supporting documents with this proposal form

Creditor details

Name of creditor:

ACN/ABN (if applicable):

☐ I am not a related creditor of the Company.

☐ I am a related creditor of the Company

Details of the relationship:

Address:

Phone: Email:

Name of creditor/authorised person:

Signature: Date:

Return of documents by 15 June 2018

Please complete this document and return with any supporting documents by no later than 12 June 2018 for your vote to be

counted, by email to Eric Gao at [email protected]. If you have any questions, please call Eric Gao on (02) 8257 3087.

Completed forms may also be sent by post attention to Eric Gao at KordaMentha, GPO Box 2523, Sydney NSW 2001, although

you should ensure this is sent with sufficient time to arrive by the date the vote closes, which we cannot guarantee.

Proposal 2

23 May 2018

NOTICE OF PROPOSAL TO CREDITORS


ACN 124 839 354 (‘the Company’)

Trading as Global Brands Outlet

Proposal for Creditor approval






Reasons for the proposal and the likely impact it will have on creditors if it is passed

Section 60-20 of Schedule 2 of the Corporations Act prohibits an external administrator (or a related entity, which could

include an employee of an external administrator) deriving a profit or advantage from the external administration of the

company. This has been interpreted to include ‘internal disbursements’ which are disbursements not provided by an external

third party at cost. This may include, in relation to the liquidation of the Company, KordaMentha staff per diem or travel

allowances, dataroom hosting and costs incurred in large mail distributions to creditors conducted internally. Creditors may

approve the payment of these internal disbursements.

Please refer to the disbursement schedule {included in the remuneration report available on KordaMentha’s website at

http://www.kordamentha.com/Creditors} for information as to how the disbursements have been estimated.

These internal disbursements will only be incurred where considered necessary in relation to the conduct of the liquidation,

including the realisation of a company’s assets and carrying out statutory duties. Where it is beneficial for these services to be

provided externally, an external provider will be used. The rates used by KordaMentha for staff per diem and travel allowances

are at or less than the rates set by the Australian Taxation Office.


company. An external administrator’s disbursements are paid prior to any dividend distribution to creditors. Any dividend

payable to creditors will ultimately be impacted by the realisations achieved in the liquidation and the value of creditor claims

admitted to participate in any dividend.

Vote on proposal

Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of

creditors. Please select the appropriate Yes, No or Object box referred to below:

Yes ☐ I approve the proposal

No ☐ I do not approve the proposal

Object ☐ I object to the proposal being resolved without a meeting of creditors

Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please

select the option that applies:

☐ I have previously submitted a proof of debt form and supporting documents

☐ I enclose a proof of debt form and supporting documents with this proposal form

Creditor details

Name of creditor:

ACN/ABN (if applicable):

☐ I am not a related creditor of the Company.

☐ I am a related creditor of the Company

Details of the relationship:

Address:

Phone: Email:

Name of creditor/authorised person:

Signature: Date:

Return of documents by 15 June 2018

Please complete this document and return with any supporting documents by no later than 12 June 2018 for your vote to be

counted, by email to Eric Gao at [email protected]. If you have any questions, please call (02) 8257 3087 on (02)

8257 3087.

Completed forms may also be sent by post attention to Eric Gao at KordaMentha, GPO Box 2523, Sydney NSW 2001, although

you should ensure this is sent with sufficient time to arrive by the date the vote closes, which we cannot guarantee.

Appendix 5 – Proof of Debt form


ACN 124 839 354

Formal Proof of Debt or claim (General form)

To: The Liquidator of J.K. Retail Pty Ltd (In Liquidation) (‘the Company’)

1. This is to state that the Company was on 11 May 2018, and still is, justly and truly indebted:

To

(name of creditor)

Of

(address of creditor)

For

(amount owed to creditor)

And cents (GST inclusive) GST amount

Particulars of the debt are:

Date Consideration Amount ($) Remarks

(insert date when debt arose) (sate how the debt arose and

attach supporting invoices

and statements of account)

(GST inclusive) (include details of voucher

substantiating payment)

2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any

satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities

held. If the securities are on the property of the company, assess the value of those securities. If any bills or

other negotiable securities are held, show them in a schedule in the following form).

Date Drawer Acceptor Amount ($ ₵) Due date

3. This proof of debt may be used for the purposes of voting at any meeting, a proposal without a

meeting or for distribution to creditors unless a further proof of debt is submitted by me.

☐ *I am employed by the creditor and authorised in writing by the creditor to make this statement. I

know that the debt was incurred for the consideration stated and that the debt, to the best of my

knowledge and belief, remains unpaid and unsatisfied. (select if applicable)

☐ *I am the creditor's agent authorised in writing to make this statement in writing. I know that the

debt was incurred for the consideration stated and that the debt, to the best of my knowledge and

belief, remains unpaid and unsatisfied. (select if applicable)

Dated this ___________________ Signature ……………….……………………………

Name …………………………...……………………

Address …………………………………...…………

…………………………………………………………

Phone: ………………………………..…...…………

_____________________________________________________________________________________

☐ I nominate to receive electronic notification of notices or documents in accordance with Section 600G of the

Corporations Act at the following email address or fax number:

Email address:

Fax number:

Appendix 6 – ARITA Information Sheet on Proposals

ARITA ACN 002 472 362

Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e [email protected] | arita.com.au

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

Information sheet: Proposals without meetings

You are a creditor in a bankruptcy or personal insolvency agreement (collectively referred to as a

regulated debtor’s estate). You have been asked by the trustee to consider passing a proposal

without a meeting.

This information sheet is to assist you with understanding what a proposal without a meeting is

and what your rights as a creditor are.

A proposal without a meeting is a cost effective alternative to a meeting. The trustee can use a

proposal without a meeting to obtain the consent of creditors to a particular course of action.

The trustee is able to put any proposal to creditors by giving notice in writing to the creditors.

There is a restriction under the law that each notice can only contain a single proposal. However,

the trustee can send more than one notice at a single time.

The notice must:

• include a statement of the reasons for the proposal and the likely impact it will have on

creditors if it is passed

• invite the creditor to either:

o vote yes or no to the proposal, or

o object to the proposal being resolved without a meeting, and

• specify a reasonable time for replies to be received by the trustee.

If you wish to vote or object, you will also need to lodge a Proof of Debt (POD) to substantiate

your claim in the regulated debtor’s estate. The trustee will provide you with a POD to complete.

You should ensure that you also provide documentation to support your claim.

If you have already lodged a POD in this external administration, you do not need to lodge

another one.

The trustee must also provide you with enough information for you to be able to make an

informed decision on how to cast your vote on the proposal. With some types of proposals, the

law or ARITA’s Code of Professional Practice sets requirements for the information that you must

be provided. For example, if the trustee is asking you to approve remuneration, you will be

provided with a Remuneration Approval Report, which will provide you with detailed information

about how the trustee’s remuneration has been calculated.

What is a proposal without a meeting?

What types of proposals can be put to creditors?

What information must the notice contain?

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

Proposals information sheet (personal) v1_0.docx Version: July 2017

You can choose to vote yes, no or object to the proposal being resolved without a meeting.

A resolution will be passed if more than 50% in number and 50% in value (of those creditors who

did vote) voted in favour of the proposal, but only so long as not more than 25% in value

objected to the proposal being resolved without a meeting.

If the proposal doesn’t pass and an objection is not received, the trustee can choose to amend

the proposal and ask creditors to consider it again, or the trustee can choose to hold a meeting

of creditors to consider the proposal.

The trustee may also be able to go to Court to seek approval.

If more than 25% in value of creditors responding to the proposal object to the proposal being

resolved without a meeting, the proposal will not pass even if the required majority of creditors

vote yes.

The trustee will also be unable to put the proposal to creditors again without a meeting.

You should be aware that if you choose to object, there will be substantial additional costs

associated with convening a meeting of creditors or the trustee seeking the approval of the

Court. This cost will normally be paid from the available assets in the regulated debtor’s estate.

This is an important power and you should ensure that it is used appropriately.

The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides detailed

information to assist creditors with understanding regulated debtor’s estates and insolvency.

This information is available from ARITA’s website at artia.com.au/creditors.

AFSA provides information on a range of personal insolvency topics. This information can be

accessed on AFSA’s website at www.afsa.gov.au.

What are your options if you are asked to vote on a proposal without a meeting?

What happens if the proposal doesn’t pass?

What happens if I object to the proposal being resolved without a meeting?

Where can I get more information?

How is a resolution passed?

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