remuneration approval report - pwc

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Remuneration Approval

Report

1. Remuneration declaration

2. Executive summary

3. Description of work completed / to be completed

4. Calculation of remuneration

5. Remuneration resolutions

6. Remuneration recoverable from external sources

7. Disbursements

8. Summary of receipts and payments

9. Queries

TMFM Holdings Pty Ltd

(Administrators

Appointed)

ACN 156 377 392

(the Company)

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This remuneration approval report provides you with the information you need to be able to make an

informed decision regarding the approval of our remuneration.

You should read this report and the other documentation that we have sent you and then attend the meeting of creditors in order to voice your opinion by casting your vote on the resolutions put to the meeting. The meeting will also give you an opportunity to ask any questions that you may have.

Alternatively, you can appoint a representative to attend on your behalf by lodging a proxy form. Lodging a specific proxy form allows you to specify how your proxy must vote. Lodging a general proxy form allows your representative to choose how your vote is exercised.

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1 Declaration We, David McEvoy and Martin Ford of PwC, have undertaken a proper assessment of this

remuneration claim for our appointment as joint and several Administrators of TMFM Holdings Pty

Ltd (Administrators Appointed) 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.

Dated this 20th day of November 2018

David McEvoy and Martin Ford

Administrator

2 Executive summary To date, no remuneration has been approved and paid in this liquidation.

The total remuneration for this administration is estimated to be between $10,000 and $15,000 (plus GST).

We are seeking approval for our remuneration at the Second Meeting as summarised below:

Period Amount (excluding GST)

($)

TMFM Holdings Pty Ltd (Administrators Appointed)

Voluntary Administration

Resolution 1: 7 September 2018 to 15 November 2018

7,798.50

Resolution 2: 16 November 2018 to 29 November 2018 5,000.00

Liquidation (if applicable)

Resolution 3: 29 November 2018 to the conclusion of the liquidation

10,000.00

Total remuneration claimed and approved 22,798.50

Prospective Liquidators’ remuneration will not be sought if creditors elect to form a Committee of Inspection (COI).

Please refer to Appendix B for full details of key activities undertaken by us. Appendix A provides full details of the calculation and composition of the remuneration approval sought.

Comments in relation to how the total remuneration estimate compares to our initial estimate are set out in section 3.3 of this report.

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3 Remuneration 3.1 Remuneration claim resolutions

At the second meeting of creditors to be held on 29 November 2018, we will be seeking approval of the following resolutions to approve our remuneration. Details to support these resolutions are included in section 3.2 and attached schedules.

Resolution 1

That the remuneration of the Administrators is approved for the period 7 September 2018 to 15 November 2018 of $7,798.50 plus GST as set out in the Remuneration Approval Report dated 20 November 2018 to be drawn from available funds immediately or as funds become available.

Resolution 2

That the remuneration of the Administrators is approved for the period 16 November 2018 to 29 November 2018 up to a maximum of $5,000.00 plus GST, as set out in the Remuneration Approval Report dated 20 November 2018 to be drawn from available funds immediately or as funds become available.

Resolution 3 (if applicable)

That the remuneration of the Liquidators is approved for the period 29 November 2018 to the conclusion of the Liquidation up to a maximum of $10,000.00 plus GST, as set out in the Remuneration Approval Report dated 20 November 2018 to be drawn from available funds as incurred or as funds become available. This amount may be revised by resolution of creditors or by order of the court.

Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval.

Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid.

3.2 Details of remuneration

The basis of calculating the remuneration claims are summarised in Schedule A1 to A3 of Appendix A.

The details of the major tasks performed and the costs associated with each of those major tasks are contained in Schedules B1 to B3 of Appendix B.

3.3 Total remuneration reconciliation

The Initial Remuneration Notice dated 10 September 2018 estimated the cost of statutory tasks for the administration of the Company and its subsidiary, Tasman Markets Fresh Meats Pty Ltd (Administrators Appointed) (Tasman), of $50,000 to $75,000 (excluding GST). We noted that this estimate was purely for statutory obligations and it was stated that we were unable to provide an estimate of our costs beyond attending to our statutory obligations due to the following variables which we expected to have a significant effect on this estimate and that we were unable to determine until the administration commenced:

Whether the Administrators can execute a timely sale of the Companies’ business or its assets

The length of time in which the business is traded

Issues in identifying and realising the Companies’ inventory balances

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Issues in dealing with the Company’s critical suppliers and

Where possible, the Administrators would seek to utilise existing staff to support trading and minimise costs of the administration.

We have provided an explanation of tasks remaining to be completed, including our estimated costs to complete those tasks, to support our current remuneration approval request, at Schedule B2.

In preparing this remuneration approval report, we have made our best estimate at what we believe the Voluntary Administration will cost to complete and we do not anticipate that we will have to ask creditors to approve any further remuneration. However, should the Voluntary Administration not proceed as expected, we will advise creditors and we may seek approval of further remuneration and provide details on why the remuneration has changed.

3.4 Likely impact on dividends

The Corporations Act sets out the order for payment of claims against the company and it provides for remuneration of the Administrators to be paid in priority to other claims. This ensures that when there are sufficient funds, the Administrators receive payment for the work done to recover assets, investigate the company’s affairs, report to creditors and ASIC and distribute any available funds. Even if creditors approve our remuneration, this does not guarantee that we will be paid, as we are only paid if sufficient assets are recovered. Any dividend to creditors will also be impacted by the amount of assets that we are able to recover and the amount of creditor claims that are admitted to participate in any dividend, including any claims by priority creditors such as employees. We do not expect there will be surplus funds available to pay a dividend to unsecured creditors.

3.5 Remuneration recovered from external sources

The Administrators have not received any funding from external sources for their remuneration.

4 Disbursements Disbursements are divided into three types:

Externally provided professional services – these are recovered at cost. An example of an externally provided professional service disbursement is legal fees (for transparency we note that in this administration we will be paying legal fees as a direct expense of the administration rather than as a disbursement).

Externally provided non-professional costs – these are recovered at cost. Examples of externally provided non-professional costs are travel, accommodation and search fees.

Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis.

We have undertaken a proper assessment of disbursements claimed for the Company in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. We have not incurred any internal disbursements that require approval during the liquidation and therefore will not be seeking creditor approval to pay our internal disbursements at this stage.

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4.1 Future basis of internal disbursements (if required)

Future disbursements incurred by our firm will be charged to the administration on the following basis: Basis of disbursement claim

Disbursements Rate (Excl GST)

Externally provided professional services At cost

Externally provided non-professional services At cost

Internal disbursements

Postage At cost*

Staff vehicle use 65 cents per kilometre for first 150km of return trip and 40 cents per kilometre thereafter (per prescribed ATO rates)*

Rates applicable as at 1 January 2018 * These internal disbursements do not require approval to be paid as they are charged at cost

5 Summary of receipts and payments

There were no receipts and payments for the period from 7 September 2018 to 31 October 2018.

6 Queries Please contact Jacob Curtis on +61 (3) 8603 3076 or by email on [email protected] should you have any queries or require any further information. You can access additional information on the following websites:

ARITA at www.arita.com.au/creditors

ASIC at http://asic.gov.au/regulatory-resources/insolvency/insolvency-information-sheets/

mailto:[email protected]

http://www.arita.com.au/creditors

http://asic.gov.au/regulatory-resources/insolvency/insolvency-information-sheets/

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Appendices

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Appendix A – Calculation of remuneration schedule

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TMFM Holdings Pty Ltd (Administrators Appointed) Schedule A1 Calculation of Remuneration 7 September 2018 to 15 November 2018

Employee Position $/hours Total Actual Total

(Ex GST) $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs

David McEvoy Appointee 685.00 1,096.00 1.60 - - 1,096.00 1.60 - - - - - -

Tyson Symons Director 625.00 1,812.50 2.90 - - 1,812.50 2.90 - - - - - -

Grainne Murray Manager 500.00 50.00 0.10 - - 50.00 0.10 - - - - - -

Suzy Underwood Manager 500.00 2,800.00 5.60 - - 2,350.00 4.70 - - - - 450.00 0.90

Courtney McLean Senior Consultant 415.00 830.00 2.00 - - 830.00 2.00 - - - - - -

Jacob Curtis Consultant 275.00 852.50 3.10 - - 275.00 1.00 - - - - 577.50 2.10

Christina Bonomo Consultant 275.00 357.50 1.30 - - 357.50 1.30 - - - - - -

Total 7,798.50 16.60 - - 6,771.00 13.60 - - - - 1,027.50 3.00

GST 779.85

Total (Including GST) 8,578.35

Investigations Trade on Administration Assets Creditors

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TMFM Holdings Pty Ltd (Administrators Appointed) Schedule A2 Calculation of Remuneration 16 November 2018 to 29 November 2018

Position $/hours Total Actual Total


Appointee/partner 685.00 1,027.50 1.50 - - 685.00 1.00 - - - - 342.50 0.50

Director 625.00 1,250.00 2.00 - - 937.50 1.50 - - - - 312.50 0.50

Manager 500.00 1,150.00 2.30 - - 650.00 1.30 - - - - 500.00 1.00

Senior Consultant 415.00 830.00 2.00 - - 415.00 1.00 - - - - 415.00 1.00

Consultant 275.00 742.50 2.70 - - 412.50 1.50 - - - - 330.00 1.20

Total 5,000.00 10.50 - - 3,100.00 6.30 - - - - 1,900.00 4.20

GST 500.00


Administration Creditors Investigation Trade-on Assets

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TMFM Holdings Pty Ltd (Administrators Appointed) Schedule A3 Calculation of Remuneration 29 November 2018 to the completion of the liquidation

Position $/hours Total Actual Total


Appointee/partner 685.00 2,055.00 3.00 - - 685.00 1.00 685.00 1.00 - - 685.00 1.00

Director 625.00 2,500.00 4.00 - - 625.00 1.00 1,250.00 2.00 - - 625.00 1.00

Manager 500.00 2,450.00 4.90 - - 750.00 1.50 1,000.00 2.00 - - 700.00 1.40

Senior Consultant 415.00 1,660.00 4.00 - - - - 1,245.00 3.00 - - 415.00 1.00

Consultant 275.00 825.00 3.00 - - 275.00 1.00 275.00 1.00 - - 275.00 1.00

Support 170.00 510.00 3.00 - - - - - - - - 510.00 3.00

Total 10,000.00 21.90 - - 2,335.00 4.50 4,455.00 9.00 - - 3,210.00 8.40

GST 1,000.00


Assets Creditors Investigation Trade-on Administration

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Appendix B – Table of major tasks for remuneration Schedule B1

Resolution 1

The below table provides a description of the work undertaken in each major task area for the period 7 September 2018 to 15 November 2018:

Task Area General Description Includes

Creditors

13.60 hours

$6,771.00

Secured creditor reporting

Liaising with the secured creditor on various matters following our appointment

Preparing reports to the secured creditor

Regular verbal updates to the secured creditor

Responding to secured creditor’s queries

Procuring a release of the secured creditor’s security

to facilitate the sale of Tasman’s assets

Creditor reports Preparing section 439A report, investigation, meeting and general reports to creditors

Dealing with proofs of debt

Receipting and filing POD when not related to a dividend

Meeting of Creditors Preparation of meeting notices, proxies and advertisements for first creditor meeting

Forward notice of meeting to all known creditors

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting

Conducting first meeting of creditors

Preparation and lodgement of minutes of meetings with ASIC for first meeting of creditors

Administration

3.00 hours

$1,027.50

Correspondence Miscellaneous correspondence with various

stakeholders

Document maintenance/file review/checklist

Filing of documents

File reviews

Updating checklists

Insurance Correspondence with insurer regarding initial notification of open cover insurance requirements

ASIC Form 524 /5062 and other forms

Preparing and lodging ASIC forms including 505 and DIRRI and directors RATA

ATO and other statutory reporting

Notification of appointment

Books and records / storage

Obtaining electronic records

Organising image of electronic system

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Schedule B2

Resolution 2

The below table provides a description of the work to be undertaken in each major task area for the period 16 November 2018 to 29 November 2018:


Creditors

6.3 hours

$3,100.00


Preparing reports to secured creditor


Creditor reports Finalisation and issuing of section 439A report

Dealing with proofs of debt

Receipting and filing POD when not related to a dividend

Meeting of Creditors Preparation of meeting notices, proxies and advertisements for second meeting of creditors

Forward notice of meeting to all known creditors

Preparation of second meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting

Conducting second meeting of creditors

Administration

4.2 hours

$1,900.00

Correspondence General correspondence with other stakeholders including administration


Filing of documents

File reviews

Updating checklists

Planning / Review Planning and oversight discussions regarding status of administration


Dealing with electronic records

Sending job files to storage

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Schedule B3

Resolution 3

Assuming the Company is placed into liquidation at the second meeting, the below table provides a description of the work to be undertaken in each major task area for the period 29 November 2018 to the conclusion of the liquidation


Creditors

4.5 hours

$2,335.00

Creditor Enquiries Deal with creditor enquiries and maintaining creditor enquiry files


Preparing reports to secured creditor

Reconcile secured creditor’s claim to books and records and agree claim for dividend purposes

Payment of dividend(s) to secured creditor at conclusion of asset realisation process


Creditor reports Preparing statutory report to creditors

Prepare annual report

Prepare reports to the COI (if one is appointed)

Meeting of Committee of Creditors (if one is appointed)

Preparation of meeting notices, proxies and advertisements for meeting of the COI

Forward notice of meeting to COI

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting

Conducting COI meetings

Preparation and lodgement of minutes of meetings with ASIC

Investigation

9 hours

$4,455.00

ASIC reporting Preparing statutory investigation reports

Administration

8.4 hours

$3,210.00

Correspondence General correspondence


Filing of documents

File reviews

Updating checklists

Insurance Cancelling insurance

ASIC Form 524/5062 and other forms

Preparing and lodging ASIC forms including 505, 5062 etc

Correspondence with ASIC regarding statutory forms

ATO and other statutory reporting

Notification of appointment of liquidators

Preparing BAS

Complete payment summaries for relevant financial year

Finalisation Notifying ATO of finalisation

Final review of file/checklist

Review of Administration records


Sending job files to storage

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