First Plaintiffs v Second Plaintiff

(c) at least 21 days before filing the interlocutory process seeking the order, the Liquidators must serve on:

(i) each of the five largest unitholders in the Scheme (measured by the value of the interests they hold in the Scheme);

(ii) any representative party appointed by the Court pursuant to Order 7 below; and

(iii) the Australian Securities and Investments Commission;

(A) a notice in accordance with Form 16 of the Supreme Court (Corporations) Rules 2003 amended as necessary;

(B) a copy of the affidavit filed by the Liquidators in accordance with Order 6(b) above; and

(C) a copy of the Orders made on this application.

(e) within 21 days after the last service of the documents mentioned in Order 6(c), any interested person so served may give to the Liquidators a notice of objection to the remuneration which is claimed by the Liquidators to be Remuneration to be paid under Orders 2 and 3 above, stating the grounds of objection;

(f) if the Liquidators do not receive a notice of objection within the period mentioned in Order 6(e):

(i) the Liquidators may file an affidavit, made after the end of that period, in support of the interlocutory process seeing an order stating:

(A) the date, or dates, when the notice, affidavit and orders required to be served under Order 6(c) were served; and

(B) that the Liquidators have not received any notice of objection to the remuneration which is claimed by the Liquidators to be Remuneration to be paid under Orders 2 and 3 above within the period mentioned in Order 6(e);

(ii) the Liquidators may endorse the interlocutory process with a request that the application be dealt with in the absence of the public and without any attendance by the Liquidators; and

(iii) the application may be so dealt with;

1. By paragraph 7 of the Orders, Mr Neil Campbell was appointed to represent himself and all unitholders in the Scheme ('Appointed Representative').
2. The Liquidator deposes[3] that prior to finalising the application to its current form, on 23 April 2024 Mr Nik Angelakis of his solicitors, Mills Oakley sent an email to K&L Gates, the solicitors for the Appointed Representative enclosing drafts of the proposed interlocutory process, supporting affidavit and remuneration report. This was to give the Appointed Representative opportunity to provide any feedback before the documents were finalised and filed. On 5 June 2024 a response was received raising concern with:

(a) certain time entries charged by a particular staff member under a job code 'TVM/BDT General Activities' which appeared to be administrative in nature, general employee management/training and/or or were not reasonably necessary; and

(b) the quantum of remuneration claimed under another job code 'BDT/TVM Remuneration Application' which related to work undertaken in preparation of the fifth remuneration report, particularly when considered as a proportion of the total remuneration claimed in comparison to earlier remuneration applications and efficiencies which could have been taken advantage of arising from the preparation of earlier reports.

1. Taking account of the concerns raised by the Appointed Representative, the Liquidator completed a further review of the remuneration claimed in respect of those specific job codes and determined that there should be some adjustments. In particular:[4]

(a) making reductions of $14,445.00 in relation to entries under the 'TVM/BDT General Activities' job code, the Liquidator removed charges which were administrative in nature or where related to training matters; and

(b) making reductions of $15,177.24 in relation to entries under the 'BDT/TVM Remuneration Application' job code in order to mirror the percentage of work completed by each staff member classification in respect of this same job code in the fourth remuneration application. The Liquidator otherwise considered that the quantity of remuneration claimed under this category was justified by reason of the work included in this category also relating to work preparing the current (sixth) remuneration report, the periods of the fifth and sixth reports being materially different (the fifth covering work over 22 months and the sixth over 47 months) and a large proportion of the work being carried out by an Associate Director level staff member given the complexity and history of the matter and his familiarity with it (although the adjustments made were to take account of this, as the Liquidator acknowledged some of the work could have been completed by a less senior staff member).

1. Following those adjustments and explanations being communicated, K&L Gates for the Authorised Representative informed the Liquidator's solicitors that those changes adequately addressed the Authorised Representative's concerns.[5]
2. Ms Borland deposes that on 9 December 2024,[6] a notice of intention to apply for remuneration, draft interlocutory process, the Third Morgan Affidavit and Orders were served on the following persons:

(a) ASIC;

(b) Holiday Concepts Pty Ltd (by service upon the solicitor previously acting for it in the liquidation, Chris Charles of Charles Fice Solicitors);

(c) Refam Pty Ltd (by service upon the solicitor previously acting for it in the liquidation, Chris Charles of Charles Fice Solicitors);

(d) Resort Securities Pty Ltd (by service upon the solicitor previously acting for it in the liquidation, Chris Charles of Charles Fice Solicitors);

(e) The Deceased Estate of Harold Bailey Thomas;

(f) Catherine Mary Lazarus; and

(g) K&L Gates (the solicitors for the Appointed Representative).

1. On 13 December 2024, Ms Borland received an email from Mr Adam Carr of ASIC which indicated that ASIC considered this was a matter properly left for the determination of the Court, that it does not propose to intervene and has not formed the view that any aspect of the application requires regulatory intervention or the making of submissions to the Court.[7]
2. On 18 December 2024, Ms Borland received letters from Mr Chris Charles of Charles Fice Solicitors in response to the letters serving the documents on Holiday Concepts, Refam and Resort Securities, indicating that Mr Charles no longer held instructions to act for those entities. In view of this, on 19 December 2025, the Application Documents were served on each of Holiday Concepts, Refam and Resort Securities by express post to their respective registered offices.[8]
3. I understand that all of those persons so served are those required to be served pursuant to paragraph 6(c) of the Orders.
4. Ms Borland deposes that she has not received any objections from any person or entity in relation to this application, and that she is informed by the Liquidator and believes that he has not received any objections either.[9]

C Background to External Administration and previous remuneration applications and payments

1. The background to the insolvency administration of TVM is contained in the First Remuneration Judgment.[10]
2. As already indicated this is the sixth application made by the Liquidator in respect of their remuneration. The liquidators have previously had their applications for remuneration approved in respect of five earlier periods of orders made on each of 18 December 2012, 9 April 2015, 15 July 2016, 10 May 2019 and 16 December 2020.[11] On or around 25 March 2022 the Liquidator issued a report to the unitholders of BDT. In the report the Liquidator details that total remuneration drawn to date is $5,091,987.32[12] for the following:

(a) for TVM work only, $76,823.00 for the period between 17 December 2009 to 31 January 2020;

(b) for TVM and BDT/scheme related work:

(i) $178,634.82 for the period between 17 December 2009 to 2 February 2010;

(ii) $1,519,886.50 for the period between 3 February 2010 to 8 July 2011;

(iii) $1,546,124.00 for the period between 9 July 2011 to 31 December 2013;

(iv) $1,259,574.50 for the period between 1 January 2014 to 30 September 2015 (together with a disbursement of $60,000.00 incurred in this period making a total of $1,319,574.50);

(v) $319,713.00 for the period between 1 October 2015 to 31 March 2018; and

(vi) $191,231.50 for the period between 1 April 2018 to 31 January 2020.

1. In addition to those amounts, the Liquidator has drawn a Court approved disbursement of $60,000.00 relating to legal fees incurred and directly paid by the liquidators under their professional indemnity insurance policy and following completion of the report a further $30,488.50 for work relating solely to TVM between 1 February 2020 to 31 March 2022.[13]
2. Accordingly, the total remuneration drawn to date including the disbursement referred to above is $5,182,475.82.
3. The Liquidator deposes that as set out in the report from the date of their appointment (3 February 2010) to 28 February 2022 they have received funds totalling $23,413,915.30 and made payments totalling $18,696,800.96. Between 1 March 2022 to 31 October 2024 they receipted further amounts of $407,948.83 and made further payments totalling $749,710.28.[14]

1. In the Fourth Remuneration Judgment, Matthews JR (as her Honour then was) described the application as not being one where the Court is exercising the jurisdiction of determining and fixing the liquidators' remuneration under the statutory provisions of the Act such as under s 473(3) of the Act for liquidators appointed before 1 September 2017 or the IPS after that date. Rather,

the [Orders] involve the exercise of the inherent equitable powers of the Court. It will be seen by the definition of 'Remuneration' in [the Orders] that although my task is different to that which occurs under the exercise of the statutory powers, the criteria which I apply to the exercise of determining and fixing the Remuneration in this application is very much akin to that process.[15]

1. The legal principles applicable to applications of this type were summarised by Gardiner AsJ in the First Remuneration Judgment and the Second Remuneration Judgment.[16]
2. The legal principles applicable to making a remuneration determination are well established.[17] The ultimate question for the Court is whether the remuneration claimed by the Liquidator is reasonable.[18]
3. When determining a claim for remuneration, the Court must consider the nature and extent of the remuneration claimed and make an assessment by having regard to the work performed and the particular features of the external administration.[19] To that end, the Court's role is not to undertake a line by line review of the narrations in the billing record provided by the external administrator, and instead it should review the narrations in a broad way to satisfy itself that they support the other evidence led in respect of the claimed remuneration.[20]
4. Since those first two earlier remuneration judgments in this liquidation, the IPS has been introduced and s 473 has been repealed.
5. The application is brought under s 90-20 of the IPS for orders pursuant to s 90-15, which includes orders relating to the remuneration of external administrators. Division 60 of the IPS applies to remuneration applications and in s 60-12 sets out the matters to which the Court must have regard. As observed by Matthews JR (as her Honour then was) in the Fourth Remuneration Judgment, those s 60-12 matters are very similar to those which had been set out in s 473(10) of the Act. I adopt her view that the criteria now to be applied are those set out in s 60-12 of the IPS.
6. Section 60-12 of the IPS details the matters which the Court must consider when determining whether the remuneration is reasonable. It provides:

60 - 12 Matters to which the Court must have regard

In making a remuneration determination under paragraph 60 - 10(1)(c) or (2)(b), or reviewing a remuneration determination under section 60 - 11, the Court must have regard to whether the remuneration is reasonable, taking into account any or all of the following matters:

(a) the extent to which the work by the external administrator was necessary and properly performed;

(b) the extent to which the work likely to be performed by the external administrator is likely to be necessary and properly performed;

(c) the period during which the work was, or is likely to be, performed by the external administrator;

(d) the quality of the work performed, or likely to be performed, by the external administrator;

(e) the complexity (or otherwise) of the work performed, or likely to be performed, by the external administrator;

(f) the extent (if any) to which the external administrator was, or is likely to be, required to deal with extraordinary issues;

(g) the extent (if any) to which the external administrator was, or is likely to be, required to accept a higher level of risk or responsibility than is usually the case;

(h) the value and nature of any property dealt with, or likely to be dealt with, by the external administrator;

(i) the number, attributes and conduct, or the likely number, attributes and conduct, of the creditors;

(j) if the remuneration is worked out wholly or partly on a time - cost basis--the time properly taken, or likely to be properly taken, by the external administrator in performing the work;

(k) whether the external administrator was, or is likely to be, required to deal with one or more controllers, or one or more managing controllers;

(l) if:

(i) a review has been carried out under Subdivision C of Division 90 (review by another registered liquidator) into a matter that relates to the external administration; and

(ii) the matter is, or includes, remuneration of the external administrator;

the contents of the report on the review that relate to that matter;

1. As already indicated, ultimately the test is one of reasonableness.

1. The Liquidator relies upon a detailed remuneration report in relation to their remuneration and disbursements for the Period between 1 February 2020 to 31 December 2023 in the total amount of $868,347.26 plus GST and internal disbursements of $3,682.01. The remuneration report is exhibited as Exhibit BLM-8 of the Third Morgan Affidavit at pages 35 to 358 ('Remuneration Report').
2. The Liquidator deposes that they believe that the contents of the Remuneration Report is true and correct and that all of the work identified in the report was necessary for the conduct of the liquidation of TVM and the winding up of BDT.[21]
3. Since the commencement of the liquidation, the liquidators have categorised the work undertaken into different 'work categories' as follows:

(a) 'BDT Work' which was work undertaken solely for the purpose of the administration of the scheme;

(b) 'TVM Work' which was work undertaken solely for the purpose of the administration and then liquidation of TVM; and

(c) 'BDT/TVM Work' which was work undertaken for the dual purpose of both the proper administration and/or liquidation of TVM and administration of the scheme.

1. The Remuneration Report does not detail any remuneration for the TVM Work as this falls outside the scope of the Orders.
2. The Remuneration Report is divided into three sections:[22]

(a) an overview of the total remuneration and disbursements claimed ('Overview');

(b) detailed summaries of the remuneration claimed under each of the following 6 job codes[23] ('Job Codes'):

(i) BDT / TVM General Activities - this describes tasks that needed to be undertaken as part of the property administration and winding up of the BDT;

(ii) BDT / TVM Remuneration Application - this relates to remuneration and internal disbursements incurred in relation to the fifth remuneration application and this, sixth, remuneration application;

(iii) Personal Loan Assets - this describes remuneration and internal disbursements incurred in relation to the care, realisation and preservation of TVM's personal loan assets; these were personal loans made to natural persons typically used to assist in the purchase of a timeshare in holiday units and apartments;

(iv) BDT General Activities - this relates to remuneration and disbursements incurred in the administration and winding up of the BDT;

(v) Alma Group - this relates to remuneration incurred in the care, realisation and preservation of assets relating to funds loaned by TVM to Alma Securities Pty Ltd ('Alma'); and

(vi) TVM Work - Internal Disbursements - this relates to internal disbursements incurred solely in relation to TVM Work in the Period;

(c) a breakdown of staff members hourly rates from the date of the appointment and their qualifications ('Rates and Qualifications Section').

1. Each of the Job Code Summaries included in the Remuneration Report provides background information relating to that code, a detailed description of the work undertaken under that code, a table detailing the time cost broken down into staff hours, timesheets with narrations describing the work for each entry and where relevant a table detailing internal disbursements.
2. In respect of the BDT/TVM General Activities code, the work undertaken has included:

(a) receiving and responding to queries and correspondence from TVM's creditors and/or their representatives;

(b) recording receipts and payments;

(c) reconciling bank accounts and liaising with banks in relation to investment accounts;

(d) internal file reviews and planning meetings in respect of the liquidation;

(e) work in relation to attendances on ASIC and ASIC related matters including preparing and lodging statutory notices such as accounts of receipts and payments as joint liquidators, which record the proceeds of sale received by the liquidators for the sale of the scheme assets of BDT;

(f) work in relation ASIC Industry Funding Levy lodgements and payment of ASIC Industry Funding Levy invoices;

(g) work in relation to Australian Taxation Office ('ATO') related matters, including preparing and lodging Business Activity Statements as liquidators and the proper administration of BDT, which record, the proceeds received by the liquidators for the realisations of scheme assets of BDT;

(h) declaring and paying a first and final dividend to priority (employee) creditors with respect to outstanding entitlements;

(i) lodging Single Touch Payroll reports with the ATO in respect of the priority (employee) dividend;

(j) arranging for unclaimed dividends to be paid to ASIC unclaimed monies;

(k) reviewing historical accounting records and determining the pre-appointment tax position for the purposes of completing any outstanding tax lodgements in order to obtain clearance to pay a dividend to unsecured creditors;

(l) engaging an external accountant for the purposes of the completion of outstanding tax lodgements;

(m) liaising with external accountants regarding completion of outstanding tax lodgements;

(n) recalling and reviewing records from archive in order to address external accountant queries for the completion of outstanding tax lodgements;

(o) liaising with former debtors relating to the removal of registrations on the Personal Property Securities Register;

(p) extensive work on quantifying misleading and deceptive conduct claims available to certain investors of BDT and preparing an application to the Federal Court of Australia - this included:

(i) corresponding with Advance Computing, who provides software support in respect of the MISSION database with respect to the extraction of financial transactions recorded in accounts held in the name of investors of BDT;

(ii) reviewing historical records for information provided to investors of BDT and communications with investors of BDT;

(iii) liaising with the liquidators' solicitors with respect to the investor misleading and deceptive conduct claims;

(iv) preparation of financial modelling to determine quantum of investor misleading and deceptive conduct claims at various hypothetical liquidation dates;

(v) verifying transactions from MISSION against bank statements to ensure investor subscriptions and redemptions recorded in accounts are accurate;

(vi) reviewing adjustments required to financial modelling resulting from the transfer of units between investor accounts;

(vii) reviewing capitalisation of interest on investor accounts and determining the effect on any misleading and deceptive conduct claims;

(viii) reviewing various settlement deeds with specific investors and accounting for the effect on any misleading and deceptive conduct claims;

(ix) preparation of investor turnover analysis to determine split between ordinary retail investors and high turnover investors;

(x) preparation of a cashflow analysis and BDT's ability to meet redemption requirements;

(xi) preparing an analysis of impaired commercial loans and the effect on the solvency of BDT for the purposes of the misleading and deceptive conduct claims;

(xii) preparing a report to unit holders and requesting the completion of a questionnaire and the provision of any records to substantiate misleading and deceptive conduct claims;

(xiii) liaising with a high volume of investors in relation to their potential claims for misleading and deceptive conduct and information or documentation in their possession;

(xiv) interviewing former financial advisers in relation to documents and advice provided to investors;

(xv) liaising with former financial ombudsman to obtain complaints previously submitted by investors in relation to potential misleading and deceptive conduct claims;

(xvi) collating and reviewing a high volume of responses, questionnaires, claims and records provided by investors in relation to misleading and deceptive conduct claims;

(xvii) processing a high volume of formal proofs of debt received by investors in relation to misleading and deceptive conduct claims;

(xviii) reviewing archive records for all files required to substantiate trade creditor claims;

(xix) preparation of estimated return calculations factoring in the misleading and deceptive conduct claims as at various hypothetical liquidation dates;

(xx) preparation of proposed method for uniform adjudication of misleading and deceptive conduct claims and distributions and alternate scenario of individual adjudications;

1. The Federal Court proceeding was filed on 9 May 2023, heard on 1 December 2023, and orders were made granting the application on 13 February 2024.[24] There were a number a directions hearings and a contradictor appointed. In broad terms, in that proceeding, the Liquidator sought orders that would provide for an abridged process for the adjudication of investors claims against TVM, that they were justified in not taking further action in respect of investor claims in certain circumstances and were justified in paying claims of investors from trust assets of BDT.
2. In respect of the BDT/TVM Remuneration Application code, this included work undertaken by the Liquidator and their staff in their application to this Court for the fifth remuneration determination and the commencement of this sixth remuneration determination, in particular:

(a) liaising with solicitors with respect to the remuneration applications;

(b) compiling remuneration information;

(c) calculating remuneration incurred;

(d) calculating expenses incurred;

(e) preparing remarks reports for the fifth remuneration application;

(f) reviewing remarks reports for the fifth remuneration application;

(g) preparing supporting workings for the affidavits in relation to the fifth remuneration application;

(h) transposing information relating to remuneration incurred into an appropriate format for affidavits for the fifth remuneration application;

(i) preparing staff profiles and a comparison of charge out rates to be annexed to the remuneration report;

(j) providing draft remuneration report to the solicitors acting for the Appointed Representative for review prior to filing;

(k) liaising with the solicitors acting for the Appointed Representative and responding to various queries raised in relation to the remuneration claims;

(l) swearing affidavits with respect to the fifth remuneration application;

(m) reviewing correspondence from stakeholders with respect to remuneration applications;

(n) preparing supporting documents for affidavits in relation to fifth remuneration application;

(o) addressing queries raised by the Appointed Representative with respect to the fifth remuneration application;

(p) attending Court hearing for fifth remuneration application;

(q) reconciling fees approved by creditors and by the Court;

(r) maintaining controls with respect to fees approved by the Court and paid to the liquidators;

(s) planning tasks associated with the sixth remuneration application;

(t) preparing remarks report for the sixth remuneration application;

(u) reviewing remarks reports for the sixth remuneration application; and

(v) transposing information relating to remuneration incurred into an appropriate format for the sixth remuneration application.

1. In respect of the Personal Loan Assets code, this work included:

(a) managing and controlling the administration and collection of the personal loans, including recording collection data, reviewing and settling correspondence with debtors, attending to the settlement of loans on final payout, including attending to the release of any security given for these loans;

(b) liaising with individual borrowers and the liquidators' solicitors to arrange for removal of caveats lodged by TVM with respect to personal loans;

(c) arranging for settlement of personal loans where these borrowers wish to pay their loans in full;

(d) arranging refunds for overpaid personal loans;

(e) arranging for unclaimed refunds to be paid to ASIC unclaimed monies; and

(f) reviewing and paying expenses incurred with respect to the collection of timeshare loans.

1. In relation to the work recorded under the BDT General Activities code, this included:

(a) reporting to BDT's unit holders on the position of BDT and the likely return to BDT unit holders;

(b) reviewing bank statements and reconciling the bank account for BDT and liaising with banks in relation to these accounts;

(c) depositing cheques/or cash into the BDT's bank account;

(d) analysing and investing funds into high interest bearing accounts;

(e) recording receipts and payments;

(f) monthly reconciliation of receipts and payments;

(g) paying liabilities incurred by TVM for which it has indemnity against BDT assets;

(h) corresponding with bank managers in respect to management of bank accounts;

(i) corresponding with Advance Computing, who provides software support in respect of the MISSION database; concerning the preparation of books and records to assist the liquidators' investigations;

(j) maintaining a unit holders register to account for the transfer of units or change of unit holder particulars;

(k) corresponding with unit holders in relation to, inter alia, requests for the transfer of unit holdings;

(l) liaising with the liquidators' solicitors in relation to unit holdings transfer applications;

(m) processing transfer of unit holdings applications;

(n) preparing and adhering to statutory obligations and lodgements;

(o) calculating returns to unit holders;

(p) reviewing books and records;

(q) undertaking tasks associated with storage of books and records; and

(r) general filing.

1. In relation to the Alma Group code, the work undertaken included:

(a) preparing and submitting an insurance claim upon the destruction of the Braidwood Plantation;

(b) liaising with the agent for the insurer regarding their investigation into the bushfire and the compensation payout;

(c) monitoring receipt and calculation of payout from insurance claim;

(d) liaising with interested parties regarding any possible salvage operation;

(e) liaising with Water NSW regarding the salvage of the Braidwood Plantation;

(f) negotiating with interested parties in relation to offers for the salvage of the Braidwood Plantation;

(g) reviewing legal ownership of salvageable trees and position put forward by solicitors for Water NSW;

(h) meetings to discuss the commerciality of pursuing any further claim for salvage; and

(i) reviewing and arranging payment of legal fees and disbursements in relation to the Braidwood Plantation.

TVM held mortgages over certain property located in the Tumbarumba region of New South Wales as security for the repayment of advances made by it to Alma. Those included securities over the trees located at a plantation, the Braidwood Plantation, located in Braidwood New South Wales. While the liquidators were undertaking negotiations with interested parties, the plantation was destroyed by a bushfire, however the liquidators were able to make a recovery from the insurer.

1. In relation to the TVM - Internal Disbursements claim, disbursements claimed are for photocopying/printing, storage and phone calls.
2. The liquidators' sought Court approval in respect of internal disbursements incurred in the fourth and fifth remuneration applications. In this application they seek approval in respect of disbursements incurred under each of the Job Codes except for the Alma Group code. In the Remuneration Report, the Liquidator describes that because internal disbursements are charged at rates which may recoup both fixed costs and overhead costs, these items may lead external administrators to derive a small or marginal profit or advantage.[25] The Liquidator seeks leave of the Court under s 60-20 to derive profit or advantage in respect of the Internal Disbursements.

1. The Liquidator has calculated their remuneration by using the time cost method, which is a suitable method for a liquidation of this type, being large, lengthy and complex.[26]
2. The rates applied by the Liquidator for them and their staff are set out in the Rates and Qualifications Section of the Remuneration Report.
3. The remuneration has been calculated by applying the hourly rate for the applicable staff member to the time spent on each task calculated in 6 minute units.
4. As indicated, the work undertaken by the Liquidator and their staff has been split into the applicable category of the Job Codes. In the Overview section of the Remuneration Report, the total claim for $868,347.26 for the Period is summarised as follows:[27]

1. The Overview section also contains a summary of the $3,682.01 claimed for Internal Disbursements for the Period as follows:

1. The summary tables of each detailed summary by job code provide for the total hours worked attributable to each of the Job Codes as follows (I have calculated the average charge out rate per hour included in the last column below, from a comparison of those hours and the total charges attributed to that code):

F Reasonableness of the Remuneration Claimed

1. I am satisfied that the Liquidator has made out a prima facie case for payment of their remuneration; that is, the claim is reasonable.[28]
2. Addressing the s 60-12 matters, which I consider have been met, the evidence and submissions provide that:[29]

(a) the work was properly and necessarily performed for the conduct of the liquidation of TVM and the winding up of BDT. Indeed the purpose of the Federal Court Proceeding was to streamline the proof of debt process;

(b) the work was complex and has been described as such in the earlier Remuneration Judgments.[30] As a result of those complexities it could reasonably be said that the Liquidator was required to deal with the extraordinary issues, including those which they sought to solve by the Federal Court Proceeding as well as with respect to the Braidwood Plantation. There was associated risk;

(c) the time taken to perform such tasks was reasonable. The Liquidator took account of feedback from the Authorised Representative and made appropriate reductions. The majority of the work was undertaken within the TVM/BDT General Activities code (84%) - which accords with the complexities of the work undertaken within this category in particular the Federal Court Proceeding and all of the preparatory work; and

(d) the tasks appear to have been performed by persons at an appropriate level of qualification and rate. In my experience the rates charged are commensurate with those typically charged by insolvency practitioners.

1. While I have not conducted a line by line review of the remuneration claimed, I have reviewed the timesheet entries included in the Remuneration Report in a broad way and am satisfied that they support the other evidence that has been led in relation to the claim. The work so described appears to be consistent with their duties and obligations as liquidator.
2. I have reviewed the time cost by staff member table for each code included in the Remuneration Report[31] and can see that the majority of the work in each category was undertaken by a staff member at a Manager or Supervisor level with a lower hourly charge out rate, although in the case of the BDT/TVM General Activities category there was substantial work undertaken by Director level staff members with a higher rate as would be expected given the complexities of the work associated with that category, particularly the Federal Court Proceeding. This is also apparent from the calculations that I have undertaken regarding the average hourly charge out rate for each of the Job Code Categories.[32] While the Appointed Representative initially raised issue with the quantum of the claim under the BDT/TVM Remuneration code, the Liquidator deposed that the quantum, and apparent increase from earlier claims, was explained by the work included in that category including the work for the fifth remuneration report and also preparation for this application, the substantially longer period of the remuneration claimed (47 months for the sixth report compared with 22 months for the fifth report), and that a large portion of the work was completed by an Associate Director staff member who was familiar with the matter given its complexities and history and this was done to ensure efficiencies.[33] Notwithstanding this explanation, the Liquidator made adjustments to those time entries which I have previously described reducing the claim. This appears to also take account of the observations and approach taken by Matthews JR (as her Honour then was) in the Fifth Remuneration Judgment.[34] I accept the Liquidator's reasoning for the quantum, and it appears so did the Authorised Representative in not raising any further concern.[35]
3. As already indicated there were complexities to the work. The Liquidator brought the Federal Court Proceeding to bring about efficiencies in the administration however the proceeding of itself remained complex and involved a significant amount of work, including preparatory to the application, was required. That included the preparation of materials and financial models and detailed instructions to their solicitors for the purposes of an extensive supporting affidavit. A contradictor was appointed in the proceeding; there were multiple hearings and numerous documents filed.[36]
4. While it was necessary for the Court to consider the Liquidator's application, I do note and take comfort from the process undertaken by the Liquidator with the Authorised Representative prior to the application being issued. And that no further objections or concerns were raised by the Authorised Representative, ASIC or indeed any other person upon whom the application was served.

1. While I was not provided with any detailed submissions with respect to the orders sought regarding the Internal Disbursements, taking a pragmatic approach in light of the modest amount claimed and the previous consideration of the issue as described in the earlier Remuneration Judgments,[37] I will make orders providing for the Internal Disbursements as sought by the Liquidator.

For these reasons, I will make orders in the form sought by the Liquidator.

[1] The Orders were varied by further orders of Ferguson J (as her Honour then was) made on 3 September 2014 and 15 October 2014.

[2] IMO Traditional Values Management Ltd (in liq) [2012] VSC 650, [1]-[5] ('First Remuneration Judgment') as referred to by Matthews JR (as her Honour then was) in Re Traditional Values Management Ltd (In Liq) (No 6) [2020] VSC 832, [2].

[3] Third Morgan Affidavit, [23]-[24]; Submissions, [10]-[11].

[4] Third Morgan Affidavit, [25]-[28]; Submissions, [12].

[5] Third Morgan Affidavit [29]-[31]; Submissions, [13].

[6] Borland Affidavit, [3]; see also the Affidavit of Lynette Harding sworn 12 February 2025 and the Affidavit of Avril Isabella Green ('Green Affidavit') sworn 12 February 2025.

[7] Borland Affidavit, [4]; Submissions, [16].

[8] Borland Affidavit, [5]-[7]; see also Green Affidavit, [4]; Submissions, [17]-[18].

[9] Borland Affidavit, [8]; Submissions, [19].

[10] First Remuneration Judgment, [12]-[17].

[11] See First Remuneration Judgment; Re Traditional Values Management Ltd (In Liq) (No 2) [2015] VSC 126 ('Second Remuneration Judgment'); and Re Traditional Values Management Ltd (In Liq) (No 3) [2016] VSC 475 ('Third Remuneration Judgment'), Re Traditional Values Management Ltd (In Liq) (No 5) [2019] VSC 281 ('Fourth Remuneration Judgment'), Re Handberg [2020] VSC 832 ('Fifth Remuneration Judgment') (together, the 'Remuneration Judgments').

[12] Third Morgan Affidavit, [10]-[11]; Submissions, [22].

[13] Third Morgan Affidavit, [11]-[12]. The amount included in the Submissions at [23] for the further work is stated as $30,388.50; the amount in the Third Morgan Affidavit has been adopted.

[14] Third Morgan Affidavit, [13]-[14]; Submissions [24].

[15] First Remuneration Judgment, [9]; as referred to in the Fourth Remuneration Judgment, [24] and Fifth Remuneration Judgment, [25].

[16] First Remuneration Judgment, [18]-[25], [40], [63]-[69]; Second Remuneration Judgment, [18], [20]-[21], [43]-[44], [48], [66]; as referred in the Fourth Remuneration Judgment, [27] and Fifth Remuneration Judgment, [26].

[17] See Venetian Nominees Pty Ltd & Ors v Mark Anthony Conlan & Anor [1998] WASCA 273; (1998) 20 WAR 96; ACN 004 323 184 Pty Ltd v Spark [2002] VSC 353, [31]; Sanderson (as liquidator of Sakr Nominees Pty Ltd)(in liq) v Sakr [2017] NSWCA 38; (2017) 118 ACSR 333, 344 (Bathurst CJ).

[18] See Re WITS Holdings Pty Ltd (in liq) [2021] VSC 179 (Matthews AsJ).

[19] See Re Aus Streaming Ltd (in liq) [2022] VSC 182, [26] (Hetyey AsJ).

[20] Fearndale Holdings Pty Ltd (Admins Apptd) (Recs and Mgrs Apptd) [2020] NSWSC 901 (Black J).

[22] Third Morgan Affidavit, [17]; Remuneration Report, section 1, section 1.4.

[23] Inadvertently described in the Third Morgan Affidavit as 7 job codes, [17].

[24] Traditional Values Management Limited (in liq) [2024] FCA 74.

[26] Fourth Remuneration Judgment at [46]; Fifth Remuneration Judgment at [45].

[28] See Venetian Nominees Pty Ltd & Ors v Mark Anthony Conlan & Anor [1998] WASCA 273; (1998) 20 WAR 96 and the other authorities referred to at footnote 17.

[29] Third Morgan Affidavit, Remuneration Report; Submissions, [44].

[30] See in particular First Remuneration Judgment, [64]; Second Remuneration Judgment, [66]; Third Remuneration Judgment, [23]; Fourth Remuneration Judgment, [56]; Fifth Remuneration Judgment, [56].

[31] Remuneration Report, 50, 237, 266, 281, 315.

[34] Fifth Remuneration Judgment, [62]-[82].

[36] Remuneration Report, section 2.1; Submissions, [36]-[38].

[37] See in particular the Fifth Remuneration Judgment, [83]-[89].