Administrative Appeals Tribunal of Australia|2005-06-03

'SAQ' and Australian Securities and Investments Commission [2005] AATA 553; (2005) 59 ATR 1116; 2005 ATC 2173 (3 June 2005)

'SAQ' and Australian Securities and Investments Commission [2005] AATA 553 (3 June 2005); [2005] AATA 468; (2005) 59 ATR 1116; 2005 ATC 2173

Australian Securities and Investments Commission Act 1989 s. 1

Corporations Regulations 2001 rr. 2M.6.01 and 2M.6.03

Alexandra Private Geriatric Hospital Pty Ltd v Blewett and Another (1984) 2 FCR 368; 56 ALR 265

Anthony Hordern and Sons Ltd v Amalgamated Clothing and Allied Trades Union of Australia [1932] HCA 9; (1932) 47 CLR 1

BHP Direct Reduced Iron Ore Pty Ltd v Chief Executive Officer, Australian Customs Service (1998) 55 ALD 665

Bostik (Australia) Pty Ltd v Gorgevski (No 1) [1992] FCA 209; (1992) 36 FCR 20

Bray v F Hoffman-La Roche Ltd [2003] FCAFC 153; (2003) 130 FCR 317

David Grant & Co Pty Ltd v Westpac Banking Corp [1995] HCA 43; (1995) 184 CLR 265; 131 ALR 353

Director of Public Works v Ho Po Sang [1961] AC 901

Drake v Minister for Immigration and Ethnic Affairs (1979) 24 ALR 577; 2 ALD 60

Esber v Commonwealth of Australia and Another [1992] HCA 20; (1992) 174 CLR 430

Incat Australia Pty Ltd v Australian Securities and Investments Commission [2000] FCA 58; (2000) 33 ACSR 462

Kouflidis v City of Salisbury (1982) 29 SASR 321

Low v Swan Cove Holdings Pty Ltd and City of Subiaco [2003] WASCA 115

Mathieson v Burton [1971] HCA 4; (1971) 124 CLR 1

MYT Engineering Pty Ltd v Mulcon Pty Ltd (1997) 140 FLR 247

MYT Engineering Pty Ltd v Mulcon Pty Ltd [1999] HCA 24; (1999) 195 CLR 636; 162 ALR 441

Re Australasian Memory Pty Ltd and Corporations Law; Brien v Australasian Memory Pty Ltd (1997) 149 ALR 393

Re DG Brims and Sons Pty Ltd and Australian Securities and Investments Commission [1999] AATA 454; (1999) 29 AAR 474

Re Drake and Minister for Immigration and Ethnic Affairs (No. 2) [1979] AATA 179; (1979) 2 ALD 634

Re Incat Australia Pty Ltd and Australian Securities and Investments Commission [1999] AATA 800; (1999) 30 AAR 291

Re Jebb and Repatriation Commission [2005] AATA 470

Re Pinpoint Pty Ltd and Australian Securities and Investments Commission [1999] AATA 788; (1999) 33 ACSR 201

Re SRKKK and SRNNN and Australian Securities and Investments Commission [2002] AATA 584; (2002) 68 ALD 671, 42 ACSR 551

Robertson v City of Nunawading [1973] VicRp 81; [1973] VR 819

Stammers v Akron Securities Ltd (1997) 140 FLR 146

DECISION AND REASONS FOR DECISION [2005] AATA 553

And AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

affirms the respondent's decision dated 1 May 2002 in so far as it related to the financial year ending 31 December 2001; and

sets aside the decision of the respondent dated 24 February 2003; and

in relation to the reports for the financial years ending 31 December 2002, 2003 and 2004, the applicant is relieved of the requirement imposed by s. 319 of the Corporations Act 2001 to lodge a report with the Australian Securities and Investments Commission.

I have given a decision and reasons that are subject to an order[1] restricting their disclosure to the parties and their officers and legal representatives. This version of the reasons omits substantial passages setting out the evidence, references to the evidence and findings of fact as well as information generally capable of identifying the applicant. Consistently with the general principle that it is desirable that the Tribunal's proceedings be held in public, this version is intended to reflect the essential features of my decision and reasons. If there should be any variation between this version and the original, the original prevails and is not qualified or varied in any way.

2. The central issue in this case is whether the applicant, who has been called SAQ, should be relieved of the requirement to lodge a report under s. 319 of the Corporations Act 2001 ("Act") on the basis that to do so would impose unreasonable burdens within the meaning of s. 342(1)(c). The first year for which it had to lodge that report was the financial year ending 31 December 2001. The time to lodge it expired on 30 April 2002. As the respondent, the Australian Securities and Investments Commission ("ASIC"), was unable to make a decision regarding SAQ's application before the end of 30 April 2002, it decided that it could not make a decision at all in relation to the year ending 31 December 2001. On 24 February 2003, ASIC decided to refuse SAQ's application. I have decided that ASIC was unable to make a decision in relation to the financial year ending 31 December 2001 after the time to do so had expired on 30 April 2002. With regard to later financial years, I have decided that complying with the requirement in s. 319 would impose unreasonable burdens on SAQ. Consequently, I have decided to relieve SAQ of the requirement to lodge a report under s. 319 in relation to the financial years ending 31 December 2002 to 31 December 2004 inclusive.

3. One of the witnesses, Mr Alpha, has worked for two affiliates of SAQ. In one, Laiki Pty Ltd ("Laiki"), he held a senior position. Laiki is the marketing arm of Nannouc Pty Ltd ("Nannouc"), which is the ultimate holding company of SAQ. It markets SAQ's product as well as a similar product produced in a country other than Australia. The product produced in that other country represents approximately 10 to 15% of SAQ's product. In the other affiliate, Allagi Pty Ltd ("Allagi"), Mr Alpha was the manager with responsibility for supply of the product. Allagi is a joint venture between Nannouc and Babia Pty Ltd. Mr Alpha held both positions for over three years but was then assigned to SAQ as an internal consultant. He has been involved in marketing the product and has made marketing trips to various countries in the 1980s and 1990s. Before that, he was involved in another aspect of the production of the product. Costs estimation was his first job in the industry.

4. Mr Beta has been SAQ's Financial Controller for over four years and its Company Secretary for over three. He had previously held similar positions with other companies engaged in production of products not produced by SAQ. His duties have included his preparing annual accounts and fulfilling statutory and other regulatory requirements. He has been a qualified accountant for over 20 years and a member of the National Institute of Accountants.

5. Since 1 June 1998, Mr Douglas David Niven has been employed by ASIC as Deputy Chief Accountant in its Office of Chief Accountant ("OCA"). He had previously spent 15 years in the Audit Division at Deloitte Touche Tohmatsu ("Deloitte") and a further two years as its National Technical Manager.

6. Chapter 2M of the Act is concerned with financial reports and audits. It requires all companies, registered schemes and disclosing entities to keep financial records[2] and some must prepare financial reports. Section 292(1) requires all large proprietary companies to prepare a financial report and a directors' report for each financial year. Most large proprietary companies are also required to lodge these

reports with ASIC[3]. A "large proprietary company" for a particular financial year is a proprietary company:

"if it satisfies at least 2 of the following paragraphs:

(a) the consolidated gross operating revenue for the financial year of the company and the entities it controls (if any) is $10 million or more;

(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is $5 million or more;

(c) the company and the entities it controls (if any) have 50 or more employees at the end of the financial year."[4]

7. Part 2M.3 of the Chapter is concerned with financial reporting and Division 1 of that Part with annual financial reports and directors' reports. A financial report for a financial year must generally comply with the accounting standards[5] and consists of:

the financial statements for the year[6]:

that is, a profit and loss statement for the year, balance sheet as at the end of the year, a statement of cash flows for the year and, if required by the accounting standards, a consolidated profit and loss statement, balance sheet and statement of cash flows[7];

the notes to the financial statements[8]:

that is, disclosures required by the regulations, notes required by the accounting standards and any other information necessary to give a true and fair view of the financial position and performance of the company[9];

the director's declaration about the statements and notes[10]:

that is, a declaration that, whether before or after its amendment from 1 July 2004[11]:

is made in accordance with a resolution of the directors, specifies the date on which it is made and is signed by a director[12]; and

(i) that the financial statements and the notes to those statements comply with the accounting standards[13];

(ii) that the financial statements and notes give a true and fair view[14];

(iii) whether, in the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due and payable[15]; and

(iv) whether, in the directors' opinion, the financial statements and notes are in accordance with the Act i.e. particularly whether they comply with the accounting standards and give a true and fair view[16].

(v) since 1 July 2004, if the company is listed, that the directors have given the declaration required by s. 295A[17].

8. Directors' reports must comply with ss. 299 and 300 of the Act. Section 299 is concerned with the provision of general information and requires directors to review matters such as the entity's operations and significant changes in the entity's state of affairs or activities during the year as well as any matters or circumstances that have arisen since the end of the year and that may significantly affect the entity's operations, results or state of affairs in future financial years. Directors are required to refer to likely developments in future years unless to do so is likely to result in unreasonable prejudice to the entity. Section 300 deals with specific information that must be included in the directors' report. That information relates, in general terms, to the entity's shares or options, indemnities, directors' qualifications and interests and benefits, directors' meetings and proceedings brought or intervened in on behalf of the company by leave of a court under s. 237.

9. Audits and the auditor's report are the subject of Division 3 of Part 2M.3 of the Act. Section 307 regulates the matters about which the auditor must form an opinion while ss. 308 and 309 provide that an auditor must report to members on whether the financial reports comply with the relevant accounting standards and represent a true and fair view. The auditor is given powers to obtain information[18] and to report certain matters to ASIC[19].

10. Division 5 of Part 2M.3 is concerned with the lodgement of reports with ASIC. A company that has to prepare or obtain a report for a financial year under Division 1 must lodge that report with ASIC[20]. The exceptions to the obligation are not relevant in this case. In the case of a large proprietary company, they must be lodged within four months of the end of the financial year[21].

11. Part 2M.6 of the Act is concerned with exemptions and modifications to the obligations otherwise imposed under, among others, Part 2M.3[22]. ASIC may give relief to, among others, a company, directors or auditors[23]. An application for relief must be authorised by a resolution of the directors, be in writing signed by a director and lodged with ASIC[24]. Any order made by ASIC may be expressed to be subject to conditions and may be indefinite or limited to a specified period[25]. If it wishes, ASIC may make such an order in relation to a specified class of companies[26].

12. If it is to make an order at all, ASIC must be satisfied that:

"... complying with the relevant requirements of Parts ... 2M.3 ... would:

(a) make the financial report or other reports misleading; or

(b) be inappropriate in the circumstances; or

(c) impose unreasonable burdens."[27]

13. Section 342(2) goes on to specify the matters to which ASIC must have regard in considering whether the audit requirements for a proprietary company, or a class of proprietary companies, would impose an unreasonable burden on the company or companies. No reference is made in the provision to requirements other than audit requirements. Those matters are:

"(a) the expected costs of complying with audit requirements; and

(b) the expected benefits of having the company or companies comply with the audit requirements; and

(c) any practical difficulties that the company or companies face in complying effectively with the audit requirements (in particular, any difficulties that arise because a financial year is the first for which the audit requirements apply or because the company or companies are likely to move frequently between the small and large proprietary company categories from one financial year to another); and

(d) any unusual aspects of the operation of the company or companies during the financial year concerned; and

(e) any other matters that ASIC considers relevant."

In assessing the "expected benefits of having the company or companies complying with the audit requirements" under s. 342(2)(b), ASIC is required to take account of:

"(a) the number of creditors and potential creditors; and

(b) the position of creditors and potential creditors (in particular, their ability to independently obtain financial information about the company or companies); and

(c) the nature and extent of the liabilities of the company or companies."[28]

14. The operation of Chapter 2M may be modified by the Regulations in relation to, among others, a specified company or companies of a specified kind[29]. Although rr. 2M.6.01 and 2M.6.03 of the Corporations Regulations 2001 have modified its operation, those regulations are not relevant to SAQ.

15. ASIC's Policy Statement is entitled Accounts and Audit Relief ("PS 43"). It sets out ASIC's policy in relation to applications made under s. 313(1) of the Corporations Law ("the Law"). It was initially issued on 18 January 1993 and updated on 17 June 1996. Section 313 was amended between the two dates[30] but there is no significant difference for the purposes of this case. At the time of its being updated, s. 313(1) provided that the company's directors could make an application for an order relieving the company or others from compliance with specified requirements of the Law relating to accounts and directors' reports under Division 6 of the Law. Section 313(2) went on to provide that:

"On an application under subsection (1), the Commission may make an order relieving the directors, the company, or the auditor of the company, as the case may be, from compliance with all or any of the specified requirements either unconditionally or on condition that the directors comply, the company complies, or the auditor of the company complies, as the case may be, with such other requirements relating to, or to the audit of, the accounts or to the report as the Commission imposes."

16. The directors had to provide a supporting statement[31] and give any further information on company operations required by ASIC's predecessor, the Australian Securities Commission ("Commission")[32]. Where it considered it appropriate, the Commission could make an order in respect of a specific class of companies[33].

17. Section 313(11) provided that the Commission could not make an order unless it was satisfied in relation to the company, or to the class of companies, that:

"(a) in relation to each requirement of this Law that is specified in the order, the Commission is of the opinion that compliance with the requirement:

(i) would render accounts or consolidated accounts, or a report required by Division 6, misleading;

(ii) would be inappropriate to the circumstances of the company, or of the companies included in that class, as the case may be; or

(iii) would impose unreasonable burdens on:

(A) the company, an officer of the company or the auditor (if any) of the company; or

(B) the companies, or officers or auditors of the companies, included in that class;

(b) the company is a company (in this paragraph called a 'relevant company'):

(i) not carried on for the purposes of profit or gain to its individual members;

(ii) prohibited, by the terms of its constitution, from making any distribution whether in money, property or otherwise, to its members; and

(iii) required by or under an Australian law to prepare annually a statement of income and expenditure or a statement as to its financial position, or both;

or that class is a class of relevant companies, as the case may be."

In deciding whether audit requirements would impose an unreasonable burden for a large proprietary company, or a class of large proprietary companies, the Commission was required to have regard to matters similar to those in s. 342(2) of the Act[34].

18. ASIC observed in PS 43 that the "inappropriate to the circumstances of the company":

"... pre-condition will normally only apply in cases where there is an anomaly in the Law or in cases where compliance with the Law will give rise to consequences not intended by the legislature: Mazda Australia Pty Ltd v ASC (1992); 8 ACSR 613. For example, a requirement of the Law may be considered inappropriate to the circumstances of the company where compliance with that requirement would be inconsistent with the procedure adopted by the company in accordance with another Australian legislative requirement, for example, the Banking Act 1959 (Cth).

43.20 It is not sufficient for an applicant to show that the requirement is irrelevant or of no benefit to users of the accounts or report. For example the fact that shareholders of a subsidiary company already have access to the information required to be disclosed, through their board of directors, is not a relevant factor in determining the application if the shareholders of the ultimate holding company do not also have access to the information: Re Australian Newsprint Mills Ltd (1988) 6 ACLC 1205 at 1207. In addition, the needs of other users of the accounts, for example, creditors and prospective shareholders, must also be taken into consideration. ..."[35]

It continued in relation to the structure of a company:

"43.21 ASIC does not regard difficulties arising solely from the way in which a company has decided to structure its operations (particularly its group structure) or as a result of a policy determined by the directors as valid grounds for granting relief.

43.22 Similarly, a claim that the ultimate holding company, being incorporated outside Australia, is not required to provide similar disclosures is not a valid basis for granting relief."[36]

19. PS 43.23 observed that a requirement with the Law might be burdensome because there might be a burden with attaining compliance with the requirement or because a burden might result from compliance. ASIC went on to explain what was entailed in a company's establishing that it laboured under such a burden:

"PS 43.24 However, before relief can be granted, the applicant must demonstrate not only that there is a burden, but also that the burden is unreasonable. In the Mazda case, the Oxford English Dictionary definition of 'unreasonable' was invoked to conclude that an unreasonable burden, in the context of the Law, is a burden that goes beyond what is based on reason or good sense, goes beyond what is equitable or is excessive. It was also held that 'applicants have a high standard of proof to overcome in showing the existence of an unreasonable burden' and that 'the use of the word "unreasonable", indicates that the balance must be so far against the interests of the applicant as to be fairly described as overwhelming'.

PS 43.25 In relation to subpara(a) of [PS43.23], for example, the fact that compliance will involve additional costs or that the compilation and analysis of the required information will present difficulties and necessitate the company having to obtain the assistance of an expert does not, in itself, satisfy the unreasonable burden pre-condition. The applicant must demonstrate that the administrative burden is out of all proportion to the value of the resultant disclosures to the users of the accounts. Similarly, under subpara (b) of [PS 43.23], an application will only be successful if the burden is such that a serious economic detriment will result if there is compliance with the legislative requirement with little or no compensating benefit to users of the accounts: Directors of Liquid Air (WA) Pty Ltd v Commissioner for Corporate Affairs (1989) 15 ACLR 29."

20. PS 43 also explored an argument that competitive disadvantage may amount to an unreasonable burden. PS 43.26 stated that reasons given to support that argument in the past had included:

"(a) competitors not being required to disclose similar information;

(b) customers being able to use such information to support claims for price concessions; or

(c) suppliers of inputs (including labour) placing pressure on the company to increase prices paid to those suppliers."

"Only in rare circumstances can the 'competitive disadvantage' argument be successfully mounted in support of a claim that a particular disclosure requirement imposes an unreasonable burden. For such an argument to succeed, the applicant would need to demonstrate that if the disclosure requirement is complied with, competitors, suppliers or customers will be able to estimate the profitability and/or contribution margin per unit of company, giving rise to detrimental economic consequences. This may happen in circumstances where, for example, the company has only one customer, or where the company provides a single service or product and information about the physical level or the applicant's output is available to

21. In relation to other factors to which it might have regard, the Commission drew attention to ASIC's objectives in addition to those outlined in s. 313(11). Section 1(2) of the Australian Securities and Investments Commission Act 1989 ("ASIC Act"), it said:

"... provides that in performing its functions and exercising its powers, ASIC shall , in the interests of commercial certainty, reducing business costs, and the efficiency and development of the economy, strive to maintain, facilitate, and improve the performance of companies and to maintain the confidence of investors in the securities markets by ensuring adequate protection for such investors."[38]

" The accounts, audit and directors' reports provisions of the Law are directed to attaining the objectives of the maintenance of investor confidence and the enhancement of market efficiency through the provision of relevant, reliable and timely financial and other information to market participants and in particular to shareholders and debentureholders and present and prospective creditors."[39]

22. Having regard to the verbal and written evidence, I have made the findings of fact set out in this section of my reasons.

23. SAQ was incorporated some years ago. It is an affiliated company of Nannouc, which is the ultimate holding company of SAQ. Both companies have common share holders. On the basis of Mr Beta's evidence, I find that Nannouc's accounts are not publicly available. SAQ is dependent on Nannouc for its financial survival.

24. Until 2001, the applicant, SAQ was a proprietary company as that term is defined in s. 45A(2) of the Act. In that year, it began commercial production of its product. Among those who produce that product, it is a small producer whether assessed by Australian or international standards. At the same time as it began commercial production, it became a large proprietary company fulfilling all three criteria in s. 45A(3). On 26 April 2002, it applied to ASIC, for an order relieving it from its obligation under s. 319 of the Act to lodge a report for the financial year ("financial report").

25. On 26 April 2002, SAQ's solicitors wrote to ASIC enclosing an application made by a director of SAQ. On behalf of the company, he applied "... for relief from the requirements to comply with section 319 of the Corporations Act 2001". His application complied with s. 340(3) of the Act. On 1 May 2002, ASIC advised that it did not have power to grant relief from compliance once the date for compliance had fallen due. It advised SAQ that it should have allowed at least three weeks for its application to be considered before 30 April 2002. On 2 May 2002, SAQ's solicitors asked ASIC to consider SAQ's application in so far as it applies to financial years after 31 December 2001.

26. ASIC asked for further information in its letters of 24 September 2002 and 26 November 2002. SAQ's solicitors responded on 22 October 2002 and 29 November 2002. On 24 February 2003, ASIC advised SAQ, through its solicitors, that its application had been refused. It sent its reasons in a further letter dated 26 February 2003.

Report on Aspects of the Regulation of Proprietary Companies

27. In March 2001, the Parliamentary Joint Statutory Committee on Corporations and Securities ("Joint Committee") prepared a report entitled Report on Aspects of the Regulation of Proprietary Companies ("Report"). It noted an ASIC report on the operation of the provisions in the Act in relation to large and small proprietary companies that had been introduced in the Corporations Law by the FCLS Act. Under those amendments, large proprietary companies were required to lodge audited accounts with ASIC within four months of the end of the financial year. Not all large proprietary companies had previously been required to lodge financial statements. ASIC could exempt them from doing so if it took into account factors such as the expected costs and benefits of the company's complying with the requirements. It took into account ASIC's Policy Statement 43 ("PS 43"), entitled, Accounts and Audit Relief and Policy Statement 115 entitled, Audit Relief for Proprietary Companies ("PS 115"). ASIC deferred the reporting requirements for these companies to years ending on or after 9 December 1997. Some large proprietary companies, which had been exempt proprietary companies on 30 June 1994 and which had its accounts audited and met other criteria, were also exempt from lodging accounts by virtue of s. 319(4) of the Law. Generally, small proprietary companies were not required to lodge audited accounts.

28. ASIC's report to the Joint Committee noted that, in 1998, 99.3% of proprietary companies that would previously have been required to prepare financial statements had no financial reporting requirements to meet after the FCLS Act's amendments. Reporting requirements for 2,101 grandfathered large proprietary companies had not been changed but a further 1,592 non-grandfathered large proprietary companies that had previously been exempt were then required to lodge financial statements and to have them audited. Approximately 42% of large proprietary companies had been grandfathered.

29. In its report, the Joint Committee noted that:

"The unlevel playing field has also imposed barriers to effective competition and increased the likelihood of market inefficiencies. The accounting firm Atkinson Gibson described the anti-competitive impact of the reporting requirements on large proprietary companies which are not grandfathered:

Some of my clients are competing against large Australian companies and/or multi-national companies. Some are finding the commercial marketplace a very hostile environment. They are concerned that they could be the target of a takeover by a larger predatory company/and or 'squeezed' in the market place by a large competitor who has a disproportionately larger financial resource.

Such activity is not uncommon and involves predatory pricing and poaching of staff. Thus the issue makes some of my clients feel very vulnerable and view the requirement by government for them to make financial information public as an act which at the very least weakens their position and at worst could lead to the demise of their business. This is a serious issue to them ..."

30. Mr Alpha said that SAQ produces the product for Nannouc. Allagi actively bids on contracts for private supply, negotiates contracts and administers contracts. It charges SAQ for providing that service. Mr Alpha was not sure whether the contracts were negotiated with Allagi or SAQ as the party selling the product. SAQ ultimately receives payment for its product but Mr Alpha understood that Allagi receives its commission or fee from the payment first. Mr Alpha "guessed" that purchasers would know that they were bidding for SAQ's product when they were negotiating with Allagi but it would depend on the bidding document involved. Some bidding documents specify the source of the product but most do not. It is understood that Allagi is marketing on behalf of SAQ.

31. Mr Beta said that SAQ contracts with Allagi and Allagi contracts with the ultimate customer. He believed that that Allagi charged the customer the same price it paid SAQ. SAQ regards Allagi as its agent and the ultimate customer is unimportant to it. Traditionally, Allagi buys for itself and then on sells the product. Mr Beta did not know whether Allagi bids for large or small contracts. Some of Allagi's contracts specify the source of the product and others do not.

32. Mr Beta expressed the view that the non disclosure of SAQ's financial accounts has not, and will not, cause any detriment to its creditors, suppliers or employees. He gave details in relation to each group of people. In any one month, SAQ has 100 to 150 creditors who have provided a diverse range of services. A figure of $X would be about the mark of SAQ's monthly trade liabilities. Generally, they are paid in a timely manner and within 30 days of the end of the month in which SAQ incurred the liability was incurred. Mr Beta believed that creditors regarded SAQ as a very good payer.

33. Mr Beta said that SAQ's accounting practice is to take up liability for shipping and other costs when the product leaves the production line even if the amounts are not payable until a later time. Some of those costs are calculated on the basis of a percentage of the product's sale price. Mr Beta did not reveal their quantum.

34. In addition to having a substantial investment in SAQ, Nannouc has also lent SAQ a substantial amount of its operating funds. Nannouc will be looking to SAQ to repay those loans. One loan is at a fixed interest rate for a fixed period expiring in approximately 2012. The other is a revolving loan. Funds are drawn down as they are required and it is paid from net revenue. The loans, representing 32% of its total liabilities, are shown as liabilities in SAQ's annual accounts for 2002 and not as equity. Without clarification of Nannouc's role and its financial commitment to SAQ's success, any typical financial analysis using the information in its balance sheet may not reflect the strength of Nannouc's commitment to it.

35. A bank ("Bank") has given SAQ a line of credit facility. That facility is supported by letters of credit from Nannouc's bankers. In Mr Beta's opinion, SAQ would have been very unlikely to have obtained funding from the Bank or any other finance company had it not had Nannouc's support and letters of credit. Each year, the Bank reviews the arrangement. With that in mind, SAQ is required to give the bank its annual accounts each year. Based on SAQ's annual accounts for 2002, the line of credit facility represents 58% of SAQ's total liabilities.

36. SAQ has obtained loans from a finance company ("Lender") to fund particular activities necessary to support its production. The loans are supported by guarantees from Nannouc. The first loan is to be repaid over 96 monthly instalments with a residual payment payable at the conclusion of the term of the loan in July 2008. The second loan is repayable in 36 monthly instalments concluding in September 2005. In accordance with the lender's requirements, SAQ gives it a copy of its financial accounts each year. Based on SAQ's annual accounts for 2002, the loans represent 3.4% of SAQ's total liabilities.

37. Mr Beta said of SAQ's dealings with its suppliers and creditors:

"In establishing trading accounts with the company's various suppliers and contractors, it is established company practice that financial details and other information are NOT provided. To the best of my knowledge no trade creditors of SAQ other than the ... Bank and ... [the lender] have been provided with this information, however, where necessary and as required trade creditors are referred to the ...Bank or other long standing suppliers of SAQ for the credit worthiness of SAQ. Over the past four years or so SAQ has established many trading relationships and confidence with its trade creditors and as such I do not believe that access to SAQ's accounts will provide any real use to its creditors. Based on the balance sheet per the 2002 Year Annual Accounts Trade Creditor accounts at year end represent 2% of the total liabilities of SAQ."

"All employees and contractors are aware of the relationship between SAQ and it's [sic] parent company .... This relationship provides employees with the comfort of a solid financial backing for their employer. As far as I am aware SAQ's financial position has not been questioned by any employees or contractors. In fact, from my experience over the past 4 years or so, I feel that both employees and contractors do obtain more comfort and a sense of security from this relationship than might otherwise be the case if employees only had access to the company's financial accounts."

39. Mr Beta said that, in his view, non-disclosure of SAQ's financial accounts had not, and will not, cause any detriment to its employees, trade creditors or creditors generally. SAQ has over 100 employees. Most would know about SAQ's relationship with Nannouc as it is part of their induction package. To the best of his knowledge, no employee has ever asked about the security of their workplace agreements.

40. Mr Niven said that the OCA develops policy for ASIC and provides it with advice in relation to accounting, financial reporting, disclosure and auditing matters. OCA also assists other areas of ASIC to regulate and enforce the financial and auditing provisions of the Act in order to promote honesty and fairness in financial markets. It also liaises with external bodies regarding financial reporting and audit issues.

41. In addition to any matters that it was required under the Law to take account of, ASIC was also required to take into account the objectives underlying the establishment of the ASIC Act[40]. Under the objects of the ASIC Act, s. 1(2) sets out ASIC's aims. They are, in part, to:

"(a) maintain, facilitate and improve the performance of the financial system and the entities within that system in the interests of commercial certainty, reducing business costs, and the efficiency and development of the economy; and

(b) promote the confident and informed participation of investors and consumers in the financial system; ..."[41].

"9. It is a major policy underpinning the Act that proprietary companies that have a significant economic impact prepare financial reports and lodge them with ASIC. The Explanatory Memorandum to the First Corporate Law Simplification Bill says 'Financial reporting requirements under the Law have been reduced for most proprietary companies, but strengthened for companies which have a significant economic impact.' Economic impact is measured by reference to the 'large/small test' in s. 45A of the Act.

The Applicant is a large proprietary company, and is therefore considered by the Act to be economically significant.
This public reporting of a company's financial position and performance is the 'price' it pays for getting the benefits of the company structure, including limited liability and perpetual succession."

43. Mr Niven gave examples of instances in which ASIC has given relief to proprietary companies controlled by foreign companies. One occurs where wholly owned entities enter into deeds of cross guarantee with their parent entities[42]. Another occurs when small proprietary companies are controlled by foreign companies that are not part of a large group[43].

44. PS 43 was first issued on 18 January 1993 and last updated on 17 June 1996. It set out ASIC's policy in considering applications made under s. 313 of the Law that was formerly in force. Among other matters, it indicated how ASIC would consider applications made under s. 313(1) of the Law for relief from its requirements relating to accounts, audit and directors' reports. Those obligations were also found in Chapter 2M of the Law and, although somewhat re-drafted are still found in the same chapter and are in substantially the same terms.

45. In relation to a claim that compliance with a disclosure requirement would be an unreasonable burden because it gave rise to competitive disadvantage, Mr Niven drew attention to PS 43.26. Mr Niven said that regard should also be had to PS 43.27 referring to disadvantage as a potential circumstance in which relief may be granted[44]. He also drew attention to PS 43.21 and PS 43.42.

46. Mr Niven said that to grant relief to enable SAQ to establish its business is contrary to the policy behind Chapter 2M of the Act. It would also give SAQ an advantage over its local competitors, which are required to lodge their financial reports. That would be contrary to public policy. When SAQ established its business in Australia, it would have been aware of the size of its competitors and the competitive factors in the market. That is particularly so given Nannouc's previous experience in the market. There may be greater reason for SAQ's financial reports to be available publicly if it is considered to be at a greater risk of failure during its first years of operation.

47. Since PS 43 was last updated, Mr Niven said, there have been significant changes in the Australian Accounting Standards made by the Australian Accounting Standards Board ("AASB") affecting the level of disclosure required in an entity's financial reports. Of particular relevance are:

"(a) The introduction of accounting standard AASB 1018 'Statement of Financial Position' in October 1999, which was the first standard to require all entities that report revenue in accordance with accounting standards to disclose 'cost of goods sold', and to require all entities to report details of their expenses by nature or function.

(b) The replacement of accounting standard AASB 1005 'Financial Reporting by Segments' with accounting standard AASB 1005 'Segment Reporting', which was issued in August 2000. Unlike its predecessor, the new AASB 1005 applies to all reporting entities and not just listed companies. The new AASB 1005 requires disclosure of financial information by geographical and business segment, including external segment revenues and segment assets. The primary segment information may be either the geographical segment information or business segment information. For each primary segment, the new AASB 1005 requires disclosure of segment result, segment liabilities and non-cash segment expenses. Segment revenue and segment result enable the calculation of expenses and margins.

Paragraph 8.1 of the new standard defines 'business segment' and 'geographical segment' as follows:

_'_business segment means a distinguishable component of an entity and that component is engaged in providing an individual product or service or a group of related products or services and is subject to risks and returns that are different from those of other distinguishable components of the entity. Factors to be considered in determining wether products and services are related include:

(a) the nature of the products or services;

(b) the nature of the production processes;

(c) the type or class of customer for the products or services;

(d) the methods used to distribute the products or provide the services; and

(e) if applicable, the nature of the regulatory environment, for example, banking, insurance or public utilities ...

_'_geographical segment means a distinguishable component of an entity and that component is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of components operating in other geographical areas. Factors to be considered in identifying geographical segments include:

(a) similarity of economic and political conditions;

(b) relationships between operations in different geographical areas;

(c) proximity of operations;

(d) special risks associated with operations in a particular area;

(e) exchange control regulations; and

(f) the underlying currency risks'.

This means that all reporting entities preparing financial reports under Chapter 2M of the Act, including large proprietary companies, are now specifically required to report information that enables the calculation of their operating margins."

48. Mr Niven drew the conclusion from this material that, in considering applications for exemption under s. 319(1), ASIC must now take into account that both Parliament and the AASB expressly intend that an entity's operating margins be clearly evident from its financial reports.

49. Mr Alpha said that the market for the product, which is conducted entirely outside Australia, has been a buyers' market for over 20 years. It is anything but a sellers' market. He referred to various published material to support his evidence. ASIC also produced various material to illustrate a contrary position.

50. SAQ, Mr Alpha said, is a very small producer that has only begun to establish itself as a long-term dependable producer of the product. There are other producers of the product which are much larger and have produced the product for a much longer period of time. They have well-established reputations in the world market.

51. Mr Alpha said that SAQ is not a threat to the Australian competitors but Australian competitors could be a true threat to SAQ even if unintentionally. Australian competitors can bid on the contracts for supply of the product, whether in small or large quantities. By way of contrast, SAQ would be limited to bidding on smaller contracts. Its being limited to the smaller contracts means that SAQ is vulnerable to the market share desires or strategic designs of the larger producers.

52. In his statement, Mr Niven questioned why a customer would not make a series of small purchases rather than a single large purchase. If it did so, it would be able to diversify its supply lines. It was also unclear to Mr Niven why larger producers would be willing to cut prices on smaller contracts but not on larger contracts. Temporary anomalies might exist in the short term because prices have been fixed for a period under contracts of differing durations.

53. Mr Beta said that he believed that SAQ had sold all of the product it produced in 2001. It sold most of that to Allagi to fulfil contracts it already had. Mr Beta believed that SAQ had sold all of the product it produced in 2002 but it had not, at the time of the hearing, sold all that it had produced in 2003. He did not know how much product was subject to contracts that continued into the future.

54. Mr Alpha said that the supply of product far exceeds demand. He relied on various texts. Mr Alpha referred to the statement appearing in SAQs' self promotional material that "demand ... now exceeds supply". He said that it is an incorrect statement given the current state of the market. The statement was originally included in a public relations document written several years ago at a time when the primary industry was optimistic that the secondary sources were diminishing. The statements had "a bit of spin" to reassure investors or shareholders that it could be a successful business[45]. Had SAQ said that it was a marginal producer, it might have reflected on its ability to be a long term producer. Therefore, it is always trying to put on its best face. SAQ's optimism proved short-lived and is not accurate in the present market. Mr Alpha expected the market to continue to be oversupplied for the next three to five years. Mr Alpha illustrated his evidence with regard to oversupply with a series of charts and graphs.

55. Mr Alpha described the competitive bidding process for the product. That process may lead to the contract's being awarded to a company that did not submit the lowest bid initially. Mr Alpha illustrated his point. If buyers were given a detailed knowledge of the producers' costs, they would be given even greater ability to influence the bidding process. That would further compromise the competitive bidding process for all producers. As it is, they can shop around for best financial package as they do not have to accept any seller's terms and conditions. Instead, they seek more favourable terms such as shorter lead times, larger discounts, increased flexibility and rights of unilateral termination. It is customers' view that producers should share their "cost competitiveness" with their customers. No thought is given to SAQ's needs for capital recovery, exploration and development and return on its investment. In his statement, Mr Alpha said that unsolicited and off-market attempts to secure new business with reasonable prices around the published market price are generally declined by buyers.

56. Mr Niven rejected the proposition that providing customers with detailed knowledge of a supplier's costs would compromise the bidding process for all producers. Some of SAQ's competitors' costs are already known and it is reasonable to expect that the profitability and/or contribution margin per unit of output can be determined by customers. It was not clear how SAQ's lodging financial reports could compromise the bidding process either for it or for other producers. In cross-examination, he did not agree that disclosure of financial statements is useful in the bidding process. The market prices are the important things and the margins that SAQ might want to achieve are not relevant. In re-examination, he said that it is not possible to calculate the unit cost of production from the financial statements alone. Additional information is needed. Some of that could be found in the figures produced by the Australian industry and regulatory bodies. Furthermore, some costs are variable from year to year. Depreciation may be affected by the level of production.

57. Mr Alpha said that competition is strong. Customers are cost conscious and making decisions almost exclusively on price. Contracts are often lost by pennies. Therefore, any advantage given to SAQ's competitors would be likely to have an impact on SAQ's sales. Whether the product is purchased through a public request for proposals or through off-market negotiations, the price will be related to published market indices.

58. As a small producer, Mr Alpha said, SAQ cannot compete with a large producer. Larger producers could be willing to undercut on the smaller contracts for which SAQ must compete. They would be willing knowing that they could win larger contracts at a higher price. Mr Alpha said that SAQ has competitors willing to do this both inside and outside Australia. Traders often deal with producers that are not required to publish financial information. Those producers come from particular overseas countries where they may be the beneficiaries of special privileges and powers extended by their governments.

59. In his statement, Mr Alpha said that SAQ has only one competitor whose production costs can fairly and accurately be calculated from its financial reports. This follows from its being a single product company which, as a listed company, is required to publish detailed financial reports for its shareholders. I will refer to it as Athelfi.

60. Mr Niven said that the law of supply and demand dictates that there will be price pressure whenever there is excess supply in a market. There is nothing to suggest that SAQ's lodgement of its financial reports in that environment would create a competitive disadvantage for it. It is not unusual for competitors to be able to estimate or determine reliably the cost of their competitors' production and to do so without using information contained in financial reports. Using their own production or engineering staff or consultants, for example, they may be able to estimate the profitability and/or contribution margin per unit of output. They may be able to do so from their own knowledge of production techniques, size of operation, production volumes, materials, number and costs of employees required for a given production level, costs of machinery and goods and services required for production, location, product characteristics and the quality of that product. In addition, they may gather information from former employees of those competitors or of other consultants, production costs of similar operations in the industry and a physical inspection of the operation whether from the inside or the outside. In Mr Niven's opinion, it is reasonable to presume that SAQ's competitors have sufficient information to derive a reasonable estimate of its production costs and margin per unit.

61. Mr Niven added that, if competitors wanted to undercut SAQ, they could do so regardless of whether they have access to the financial reports or not. It is unlikely that Australian competitors would sell their product below their own cost of production and it is reasonable to expect that they would seek to maximise their own margins. Even if other Australian competitors were in a position to undercut SAQ

and damage it, they would need to be mindful of s. 46(1) of the Trade Practices Act 1974 ("TP Act"). That section provides that:

"A corporation that has a substantial degree of power in a market shall not take advantage of that power for the purpose of:

(a) eliminating or substantially damaging a competitor of the corporation or of a body corporate that is related to the corporation in that or any other market;

(b) preventing the entry of a person into that or any other market; or

(c) deterring or preventing a person from engaging in competitive conduct in that or an other market."

62. Mr Niven said that Athelfi is required to produce quarterly production information to the Australian Stock Exchange Limited ("ASX") and produces full year and, although they do not include the costs of sales, half year financial reports. There is no evidence that Athelfi has been placed at a competitive disadvantage by disclosing both its production amounts and financial information. Unlike SAQ, it does not appear that Athelfi can call on the support of a parent company.

63. Mr Niven referred to SAQ's parent company, Nannouc, which he understands has other subsidiaries and affiliates. In his view, Nannouc will assist SAQ's ability to compete in the market. When SAQ established its business in Australia, it would have been aware of the size of its competitors and the competitive factors in the market. That is particularly so in view of Nannouc's experience in the market. If SAQ is at greater risk of failure in its first years of operation, that may be a reason why its financial report should be publicly available.

64. Mr Niven said that customers cannot drive down prices unless competitors offering similar security of supply are willing to undercut SAQ. He was unaware that any individual customer is a price maker in the market. Mr Niven would expect that customers would be a reasonably diverse group with no individual price markers in the market. From SAQ's contentions, customers are attempting to reduce prices regardless of the availability of the financial reports.

65. Mr Niven prepared a table comparing the margins for Athelfi over three periods with SAQ's for one period. Athelfi's gross margin per unit appears to vary from period to period, he said in his statement. If that is typical in the industry, historical margins may provide limited information to competitors or others. He also said that entering long term contracts is a complex process. There is a need to look to the future and historical information is not relevant. That is so when it is expected that SAQ's production costs will be reduced by 2004. Mr Niven acknowledged that he is not an expert in the industry but he based his view on the evidence that had been given together with his knowledge of other markets.

66. Mr Niven said that he had heard of the submission made by

Atkinson and Gibson, who are accountants, but was not sure of the situation they contemplated. He had heard of situations in which companies had been priced out of the market. Mr Niven could not recall if ASIC had ever received applications from that firm. If they had, he would have thought that their applications on the basis of competitiveness would have been refused. Predatory pricing is not a feature of all markets and the TP Act provides some protection. It seemed to apply overseas but it might not. It would be a serious consideration if Athelfi or another Australian competitor sought to undercut SAQ. In any event, the TP Act needs to be read as part of a patchwork of provisions.

Financial reports and their uses with reference to SAQ

67. Mr Niven continued by referring to the value of a financial report:

"12. A financial report provides an historical record of the financial position of an entity at a point in time and the financial performance of an entity for the reporting period. Users of the financial report are able to compare the financial position and performance of the entity to that for previous periods, and also compare it against the financial performance and position of other entities to assist them in their decision making.

The information contained in financial reports is of benefit to those who may deal with, have an interest in such companies or are otherwise users of those financial reports. Depending on the relationship they have with the company, as information needs differ between different users of the financial report, the financial report may provide useful information, including but not limited to, how the company and its management are performing, whether the company is financially viable and able to meet its financial commitments as and when they fall due, whether it is able to meet its production and other commitments, and whether it is likely to be financially viable in the future having regard to its financial position and historical trends."

68. In his statement, Mr Niven explained that the requirement to prepare and lodge financial reports with ASIC is intended to inform those who use them to make decisions about the allocation of scarce resources. "The legislative policy underlying the requirement to lodge financial reports is indicative of the expectation that there are users of the financial reports." He referred to the Statement of Accounting Concepts SAC2 "Objective of General Purpose Financial Reporting" ("SAC2") issued on behalf of CPA Australia and the Institute of Chartered Accountants in Australia in which they discuss the users of financial reports:

Many individuals and organisations base resource allocation decisions on their relationship with and knowledge about reporting entities and are therefore potentially interested in the information provided in general purpose financial reports. The following three categories of user groups are identified as the primary users of general purpose financial reports, and those whose common information needs should dictate the type of information to be disclosed by such reports: resource providers, recipient of goods and services, and parties performing a review or oversight function.

Providers of resources include those who may be compensated either directly or indirectly for the resources they provide. The former category includes employees, lenders, creditors, suppliers and, in the case of business entities, investors and contributors. The latter category includes donors, members of non-business entities such as clubs, societies and professional bodies, and, in the case of public sector bodies, parliament, taxpayers and ratepayers.

Recipients of goods and services are those who consume or otherwise benefit from the goods and services provided by the reporting entity. This category comprises customers and beneficiaries. In many non-business entities recipients of goods and services include resource providers, for example, ratepayers, taxpayers and members of professional associations.

Parties performing a review or oversight function

Certain parties, including parliaments, governments, regulatory agencies, analysts, labour unions, employer groups, media and special interest community groups, perform oversight or review services on behalf of the community. Members of this group tend to have indirect or derived interests in general purpose financial reports since they advise or represent those who have direct interests."

69. Mr Niven pointed to the reference in s. 342(3) of the Act to the needs of current and potential creditors as users of financial reports. He also said that it is reasonable to expect that those using SAQ's financial reports will include: employees and potential employees, unions, customers and potential customers and those with an in interest generally in the industry. There has been public interest in the industry by particular parts of the community and this interest creates a demand for greater transparency than might otherwise be the case with participants in other industries. With regard to SAQ's customers, they have an interest in the financial reports in order to assess the company's ability to provide continued supply of the product. Competitors can be users of the financial reports but their information may be of little assistance to them. It would, however, undermine the legislative intent of the requirement to lodge financial returns, Mr Niven said, were a company able to obtain relief because it has customers or competitors in a competitive market. It is not appropriate to withhold financial information from some users merely because a company will provide certain information to certain users such as large financiers or the company's parent company.

70. The existence of a large parent is not a substitute for SAQ's being required to lodge financial reports, Mr Niven said. Mr Niven referred to SAQ's financial report for the year ending 31 December 2001. It shows creditors of $X and other creditors and accruals of $Y. It appeared to Mr Niven that all creditors were unsecured. He continued:

"... Irrespective of whether terms of trade are arranged and agreed prior to supply being made, these creditors should still be able to view the financial reports if they wish, to determine whether the arranged trade are arranged and agreed prior to supply being made, these creditors should still be able to view the financial reports if they wish, to determine whether the arranged trade terms can be met within the time periods agreed or at all. A credit worthiness statement to creditors or others is not a substitute for financial statements - it is not a guarantee that creditors will be paid and even a guarantee is no substitute for financial information on the entity with the primary financial obligation. Past payment of accounts within agreed timeframes is no guarantee that future payment will be made within the arranged timeframes or at all. It is a legitimate and intended use for creditors and potential creditors to be able to view the Applicant's financial reports before they engage in business with the Applicant or before they continue to engage in business with the Applicant and extend credit to the Applicant."

71. In Mr Niven's view, employees have an interest in the financial reports in terms of assessing their job security and the security of their accrued employee entitlements. SAQ's financial report for the year ended 31 December 2001 showed employee entitlements of $Z. The fact that no employee or contractor is known to have questioned SAQ's current financial standing is not a basis for deciding that its financial reports need not be lodged.

72. SAQ's financial report for the year ended 31 December 2001 also showed that it had operating lease commitments, had forward exchange cover and had other liabilities and fiscal responsibilities. In summary, Mr Niven said of these interests that:

"... That creates a demand for greater transparency that might not exist to the same degree for participants in other industries. There can be a wide range of interests in the financial information, including ... the Applicant's ability to meet statutory obligations, and the extent of reliance on continued support from the Applicant's parent."

73. Mr Niven said that relief from the reporting requirements might result in SAQ's not only not being placed at a competitive disadvantage but being placed at a competitive advantage in relation to its competitors. That would be inconsistent with the conditions set out in s. 342(1) of the Act and with the policy outlined in PS 43. He made particular reference to the activities of other Australian companies that are wholly-owned subsidiaries of overseas companies.

74. Mr Beta said that he had prepared SAQ's accounts in accordance with the accounting standards. He did not believe that the requirement to report on a company's business by reference to geographic segments put the company on the same basis as a single product company.

Report on Aspects of the Regulation of Proprietary Companies

75. Mr Niven agreed that there was no sunset provision on those grandfathered companies. He also agreed that it is possible for proprietary companies with overseas parents to be exempted from reporting requirements. It is also possible for entities to structure themselves through trusts and subsidiaries to avoid reporting requirements.

76. Mr Niven said that financial statements have three purposes: custodial, managerial and investment. The first two overlap to some extent and the third concerns creditors, employees and customers as well as members. That is important, he said, even when a company has a parent company supporting it. Who knows how long that support will last, he asked. Customers and others can take a great deal of comfort from financial statements as they contain detail and the auditors have put their name on the line. He rejected the suggestion that it was very unusual for creditors to go to a company's financial statements before dealing with it. Many have to prepare their own and are quite sophisticated when reading them. They would be able to make an assessment of the company's financial position. Banks who may lend money to a company would have sufficient leverage to obtain its financial statements.

77. Mr Niven said that a small number of Australian companies are required to produce quarterly production information to the ASX as well as producing full year and half-year financial reports. Their half-yearly reports do not include costs of its sales.

78. Mr Alpha said that all of the world's producers of the product have a competitive advantage over that small number of companies. That is because they are not only listed companies and must disclose their financial information to the public but also single product companies. No other companies, including those overseas, are required to provide information to the public to such an extent that it is possible to determine its production costs with any accuracy. In his oral evidence, Mr Alpha said that if the production quantities and a couple of financial statements are available for a single product company, it is quite easy to calculate production costs. With a small number of Australian companies, it is possible to do so almost to the penny. They have a natural advantage not enjoyed by SAQ in that they are among the world's lowest cost producers. There are very few people who can put them at a disadvantage. SAQ's production costs are somewhat greater than their costs.

79. Production costs are calculated on total cost divided by the number of units produced. By the end of 2004, Mr Alpha expected that SAQ would have implemented any changes needed to improve the process of production.

80. Mr Alpha acknowledged that these were matters that were not affected by the publication of SAQ's accounts but said that publication would not make things any better. If its potential customers saw it as a marginal operator, it could cause concerns as to whether they are reliable suppliers. He could not see any good coming out of publication. SAQ was far better off being anonymous. In approximately two to four years' time, he estimated, publication would not hurt SAQ. Publication will reduce the margins

81. Overseas companies, Mr Alpha said, are not required to operate in a regulatory environment that is so different from that in which SAQ operates. They do publish accounts but the information regarding production is obscured because of the other products they produce.

82. When asked how he saw SAQ's financial statements having an impact on the short term market, he replied that it did not sell on that market and, to his knowledge, never has. In 2003, it had to go to that market to buy as its contracts had committed it to supply more than it could produce in that year. It has contracts out to the year 2007. More than 50% of its production for 2004 was committed for sale under those contracts. Mr Alpha did not know the situation in relation to 2005.

'SAQ' and Australian Securities and Investments Commission [2005] AATA 553; (2005) 59 ATR 1116; 2005 ATC 2173 (3 June 2005)

At a glance

Court

Decision date

Source

Judgment (372 paragraphs)

'SAQ' and Australian Securities and Investments Commission [2005] AATA 553; (2005) 59 ATR 1116; 2005 ATC 2173 (3 June 2005)

'SAQ' and Australian Securities and Investments Commission [2005] AATA 553 (3 June 2005); [2005] AATA 468; (2005) 59 ATR 1116; 2005 ATC 2173

Legislation Cited (8)

Cases Cited (15)