ob体育 has disqualified Ms Heather Knorr of Traralgon, Victoria and Ms Ge Zhu of Hurstville, New South Wales from managing corporations for four years.
The disqualification follows an ob体育 investigation into the affairs of six companies* within the Uglii Group that led to orders being made by the Federal Court of Australia for their wind up in 2016 and 2017.
Each of the six Uglii Group companies were wound up with a deficiency, with Uglii entering into liquidation with approximately 2,400 shareholders who received no return.
An ob体育 delegate found Ms Knorr (director of Uglii and Global Ads):
- failed to prevent Uglii聽from incurring further debts once it was insolvent;聽
- failed to act with due聽care and diligence by failing to make enquiries as to the financial position聽of Uglii with regards to loans made by and to it, the terms of those聽loans, the debts incurred by the company and the origin of monies that聽were used to repay those debts;
- failed to discharge her聽powers and duties with the requisite care and diligence in failing to聽ensure that funds raised by Uglii through the sale of 鈥榝ighting fund聽shares鈥� was used for the purpose for which it was raised;
- failed to act with the聽requisite standard of care and diligence in failing to take an interest in聽how funds raised by the sale of Uglii shares purportedly for a 鈥榝ighting聽fund鈥� were used;
- failed to take all聽reasonable steps to secure Uglii鈥檚 lodgement of its financial reports for聽the years ending 30 June 2014 and 30 June 2015 and half years for the聽periods ending 31 December 2014 and 31 December 2015; and
- failed to understand the聽roles of role and duties of a director.
The delegate found that Ms Zhu (director and officer of Uglii and officer of Global Ads TTH, Uglii Find, Bizmio and Project Discovery):
- failed to prevent Uglii from incurring further debts once it was insolvent;
- failed to exercise her powers and discharge her duties with the required due care and diligence聽by failing to ensure that funds raised by Uglii by the sale of 鈥榝ighting聽fund shares鈥� were used for the purpose for which they were raised and that聽shareholders were not misled as to how the funds would be utilised;
- failed to act with the聽requisite level of care and diligence by failing to ensure the lodgement聽by Uglii of its financial reports for the years ending 30 June 2014 and 30聽June 2015 and the half years ending 31 December 2014 and 31 December 2015;
- failed to act with the聽requisite level of care and diligence by failing to ensure the lodgement聽by TTH and Bizmio of their financial reports for the year ending 30 June聽2015; and
- failed to perform, or聽perform adequately, the duties of a company officer.
Ms Knorr鈥檚 disqualification commenced on 4 April 2019 and will continue until 3 April 2023.
Ms Zhu鈥檚 disqualification commenced on 22 March 2019 and will continue until 21 March 2023.
In making the decision, the delegate relied upon reports that were lodged by the liquidators of the failed companies. ob体育 provided the liquidators with funding from the Assetless Administration Fund to prepare those reports.
Background
On 6 December 2016, the Federal Court of Australia, upon the application of ob体育, ordered the wind up of Uglii Corporation Limited, Traralgon Technology Holdings Limited, Uglii Find Australia Limited, BizMio Limited and Projects Discovery Services Pty Ltd and appointed Robyn Erskine and Adrian Hunter of Brooke Bird as liquidators. 聽On 2 March 2017, the Court ordered that Uglii Ads System Pty Ltd be wound up and that Ms Erskine and Mr Hunter be appointed as liquidators (16-196MR).銆赌
Section 206F of the Corporations Act empowers ob体育 to disqualify a person from managing corporations for up to five years if, within a seven-year period, the person was an officer of two or more companies, and those companies were wound up and a liquidator provides a report to ob体育 about the company鈥檚 inability to pay its debts.
*The six companies include: Uglii Corporation Limited (Uglii), Global Ads System Pty Ltd (Global Ads) (formerly known as Uglii Ads System Pty Ltd), Traralgon Technology Holding Limited (TTH), Uglii Find Australia Limited (Uglii Find), Bizmio Limited (Bizmio) and Project Discovery Services Pty Ltd (Project Discovery).