If a DIRRI doesn’t succeed, declare and declare again

Grahame Ward. Image Mackay Goodwin.
Domenic Calabretta. Image: Mackay Goodwin.

Grahame Ward recently threw down the gauntlet to ASIC’s AI-backed monitoring regime when he lodged no less than three declarations of independence, relevant relationships and indemnities (DIRRIs) for the same company in less than three weeks.

The defining characteristic of this effusion of filings was that each DIRRI identified a different referrer in respect of a company called Admin Form Pty Ltd and iNO couldn’t resist taking a closer look.

The first, dated August 24 of this year, states in the declaration’s Part B Circumstances of Appointment section that the appointment for voluntary administrators (VAs) was referred to Ward and Mackay Goodwin founder Domenic Calabretta by the company’s director, who’d gotten on to the blower to Mackay Goodwin senior manager Michael Cooper a few days earlier.

All well and good. But on August 28 a second DIRRI was lodged. Titled “Updated Declaration of Independence, Relevant Relationships and Indemnities” it identifies the referrer as one Michael Eskander, who is described as a “Member of the Institute of Public Accountants” (IPA) and the person who referred the director, who then contacted Cooper.

Further justification for why the updated declaration was necessary is provided in section C, where it’s revealed that the recently appointed VAs discovered that Calabretta was already liquidator of a related entity called Plus Form (NSW) Pty Ltd, although Mackay Goodwin director Mitchell Ball is identified as the lead appointee.

The updated DIRRI also assures that no claims between the two entities have arisen, but if they do then Admin Form’s VAs “will arrange for an independent practitioner to be appointed to adjudicate and validates any claim/s.” So that you would think would be that.

Wrong. On September 12 ASIC’s algorithms were presented with a third opportunity to squeal when Ward issued another DIRRI in which he declared that the referrer was one Tim Drury of Private Broker Business Advisory, a discreet outfit based in the inner Sydney suburb of Pyrmont.

As is revealed in this third declaration, the telephone conversation Cooper supposedly had with the director, a Mr Girishbhai Patel of Griffith on August 18 no longer makes the cut as the explanation for how this gig first found its way to Ward and Calabretta.

Instead we’re told that “On 18 August 2023, Mr Michael Cooper met with Mr Timothy Drury from the Private Broker Business Advisory at his office for 30 minutes in relation to Admin Form Pty Ltd and the
appointment of a Liquidator.”

A day later we’re told that Cooper received an email from “the Director” advising that the company needed to be placed into liquidation. Cooper was asked to prepare the relevant documents.

As there were already winding up proceedings on foot against Admin Form, Cooper advised that a CVL wasn’t the go and on August 21 he apparently spoke with Drury twice more on the phone regarding the possible appointment of VAs.

By the following day Ward and Calabretta had been installed, but their tenure would be brief.

Helm Advisory’s Stephen Hathway.

On September 1 the first meeting of creditors was held. Craig Morelande as proxy for the ATO was waving a proof of debt admitted for $650,000, an amount well in excess of all other unsecureds combined. FEG and ASIC had officers attending as observers.

The minutes reveal that Ward, who chaired the meeting, has a gift for understatement, advising those present that “…. there were circumstances requiring the DIRRI to be updated.”

One of the topics of general discussion revolved around the Administrators’ dealings with the Director, “including whether identification was provided by the Director, whether any correspondence was received from the Director, and whether any telephone communications were had with the Director”.

Also discussed, though the Minutes fail to identify who’s speaking, was “The Administrators’ relationship with the referrer identified in the updated DIRRI”.

Which DIRRI you ask? Wardie seemingly had one to cover every scenario but he and Calabretta surely knew their days were numbered because the first resolution called for the Mackay Goodwin pair to be replaced by Stephen Hathway of Helm Advisory.

That resolution was passed unanimously, and the only update since relates to orders made in the Federal Court on September 9 winding up Admin Form and appointing Hathway as liquidator.

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