There’s administrator appointments made at the 11th hour and then there’s what went down a couple of weeks ago in the NSW Supreme Court.
” … when a company appoints administrators following resistance to a winding-up proceeding, “the Court approaches with a degree of scepticism whether the appointment is not an attempt as a last resort to avoid the consequences of liquidation”.
Two hours before NSW Supreme Court judge Scott Nixon was to deliver judgment on ASIC’s application to appoint provisional liquidators (ProvLiqs) to Ironbark Holdings Australia Pty Ltd and 11 other entities in the Ironbark Group his honour learned that the companies’ director had appointed administrators and that an adjournment of the regulator’s application would be imminently sought.
Notice of the last minute bid was brought to the judge’s attention via an an email from Mills Oakley, copied to ASIC’s solicitors and stating that, as at 2.05pm, administrators were appointed to the defendant entities and that the lawfirm no longer acted for the defendants.
Given ASIC filed its application in March, one can only speculate about why Ironbark Group director Chris Malcolm Edwards of North Richmond NSW waited until two hours before a ruling on ASIC’s ProvLiqs’ application was due to appoint Scott Clout and David Clout as voluntary administrators (VAs).
Edwards is a former lawyer, a contravener of the rules applying to tax practitioners and can’t be too confident about hanging on to his accounting qualifications.
He’s also been banned by ASIC from providing financial services for 10 years after indulging a healthy recidivism in respect of non-compliance with requirement to file financial statements. Not holding an AFSL wouldn’t have helped.
In fact about the only ban Edwards hasn’t been slapped with yet applies to managing corporations, which is why he was able to validly appoint the Clouts.
Unsurprisingly, Justice Nixon gave the adjournment application – brought by Edwards because the administrators wisely informed the court they would be unable to appear – short shrift.
“In considering Mr Edwards’ application, I am mindful of the observations of Brereton J in In the matter of Offshore & Ocean Engineering Pty Ltd [2012] NSWSC 1296 at [15],” Justice Nixon said In the matter of Ironbark Holdings Australia Pty Ltd (No 2) [2026] NSWSC 1023.
“His Honour there said that when a company appoints administrators following resistance to a winding-up proceeding, “the Court approaches with a degree of scepticism whether the appointment is not an attempt as a last resort to avoid the consequences of liquidation”.
“….. having regard to the evidence and submissions at the hearing on 19 August 2026, I have determined that provisional liquidators should be appointed over the Companies on public interest grounds, primarily due to a lack of confidence in their management, and concerns as to the maintenance of their financial records, their financial position and their business operations.
The decision meant administrators Scott Clout and David Clout were in office for less time than it takes to lodge a pro forma on the ASIC portal and while we asked if they’d managed to bank an indemnity, no response was forthcoming prior to publication.
See also: In the matter of Ironbark Holdings Australia Pty Ltd [2026] NSWSC 1004
In e appointed it is for the administrator to satisfy the court that the winding up application not proceed, not the director(s). The result was correct and inevitable.