IN THE SUPREME COURT OF VICTORIA	Not Restricted	
AT MELBOURNE
COMMERCIAL COURT
COMMERCIAL LIST
S ECI 2020 04517

IN THE MATTER of GROCON PTY LTD (ADMINISTRATORS APPOINTED) (ACN 006 772 238) & ORS in the attached schedule

CRAIG SHEPARD AND MARK KORDA in their capacity as joint and several voluntary administrators of the THIRD PLAINTIFF 
(as set out in the attached schedule)	First Plaintiffs	
		
CRAIG SHEPARD AND ANDREW KNIGHT in their capacity as joint and several voluntary administrators of the FOURTH to FORTY-FOURTH PLAINTIFFS (as set out in the attached schedule) 	Second Plaintiffs	

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JUDGE:	Gardiner AsJ	
WHERE HELD:	Melbourne	
DATES OF HEARING:	29 January and 2 February 2021	
DATES OF JUDGMENT:	29 January and 2 February 2021	
DATE OF REASONS:	8 February 2021	
CASE MAY BE CITED AS:	Re Grocon Pty Ltd (admins apptd) (No 3)	
MEDIUM NEUTRAL CITATION:	[2021] VSC 36                              (first revision 18 March 2021)	

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PRACTICE AND PROCEDURE – Application for joinder of additional companies placed into administration within a large corporate group to existing proceedings – Same administrators appointed to additional companies – Common issues will continue to arise – Additional companies under administration joined to existing proceeding – Supreme Court (General Civil Procedure) Rules 2015 (Vic), r 9.06 – Re Virgin Australia Holdings Ltd (admins apptd) (No 7) [2020] FCA 1182.

CORPORATIONS – Application by administrators appointed to additional companies in a large corporate group for extension of convening period for concurrent second meetings of creditors – Corporations Act 2001 (Cth), s 439A(6) – Forty-two companies now in administration – Additional time needed for thorough assessment of proposal for deed of company arrangement – Complex corporate group structure and intercompany loans – Modest extension granted to align with extension granted to other companies under administration – Insolvency Practice Rules (Corporations) 2016 (Cth), r 75-35 – Re Riviera Group Limited (2009) 72 ACSR 352.

CORPORATIONS – Application by administrators to modify Division 80 of the Insolvency Practice Schedule (Corporations) in Schedule 2 of the Corporations Act 2001 (Cth) to allow for formation of a single committee of inspection for a large group of companies under administration – Plaintiffs sought orders to be permitted to form single committee of inspection by joint resolution of creditors if deed of company arrangement entered into – Potential of forty-two committees of inspection impracticable and inefficient – Orders made permitting single committee of inspection and for mechanism and procedure for nomination to the single committee of inspection – Insolvency Practice Schedule (Corporations) in Schedule 2 of the Corporations Act 2001 (Cth), ss 80-10, 80-15 and 90-15 – Insolvency Practice Rules (Corporations) 2016 (Cth), rr 75-190 and 80-5 – Re Virgin Australia Holdings Ltd (admins apptd) (2020) 144 ACSR 347.

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APPEARANCES:
	Counsel	Solicitors	
For the Plaintiffs	Mr P Fary SC	Norton Rose Fulbright	

HIS HONOUR:
1	On 27 November 2020, the first plaintiffs, Mark Korda and Craig Shepard (‘Grocon Administrators’), were appointed as joint and several voluntary administrators to the third plaintiff, Grocon Pty Ltd (‘Grocon’), pursuant to s 436A of the Corporations Act 2001 (Cth) (‘the Act’).  On the same day, the second plaintiffs, Mr Shepard and Andrew Knight (‘Companies’ Administrators’) were appointed as joint and several administrators of the fourth to forty-first plaintiffs.
2	On 10 and 14 December 2020, I made orders sought by the Grocon and Companies’ Administrators regarding the conduct of the administration of these companies (‘Grocon Companies’).  I published reasons for the making of those orders which set out the background to the proceeding.  These reasons assume familiarity with the earlier reasons and I will adopt the same expressions in respect to the identification of the various entities as those which appear in the earlier reasons.
3	On 27 January 2021, the first and second plaintiffs filed an application by interlocutory process for additional relief.  The need for this application arises because, on 31 December 2020, the Companies’ Administrators were appointed as joint and several administrators to a further three companies within the Grocon Group:  Grocon Constructors Pty Ltd (ACN 006 703 091) (Administrators Appointed) (‘Grocon Constructors’), Grocon Constructors (Victoria) Pty Ltd (ACN 148 006 624) (Administrators Appointed) (‘Grocon Constructors (Victoria)’) and Grocon (Northumberland St) Developer Pty Ltd (ACN 612 370 966) (Administrators Appointed) (‘Grocon Northumberland’) (collectively ‘Northumberland Companies’).
4	By way of summary, in their interlocutory process the plaintiffs sought orders:
(a)	joining the Northumberland Companies to the proceeding;
(b)	extending the convening period for the Northumberland Companies to 31 March 2021 to align with the same date as that fixed for the other plaintiff companies in this proceeding; and 
(c)	seeking orders that the requirements for the notice of meeting and provision of documents for creditors’ meetings also align with those provided for in the earlier orders in this proceeding.  
5	The plaintiffs also sought orders providing for the formation of a single committee of inspection in the event that the creditors of the companies in administration, including the Northumberland Companies, pass a resolution for the execution of a pooled deed of company arrangement (‘DOCA’) or a series of what are described as ‘interlocking’ DOCAs.  The plaintiffs contemplate that the members of the single committee of inspection would be selected, in the first instance, from nominations made prior to or at the second meetings of creditors.
6	On 29 January 2021, I made the orders which appear in the schedule to these reasons in respect of all of the relief sought, save for that relating to the permission for the formation of a single committee of inspection.  Consequent on a discussion between senior counsel for the plaintiffs, Mr Fary, and the Court at the hearing on 29 January 2021, I considered it desirable to elaborate on the mechanism for the nomination of membership of the single committee of inspection and consideration of that issue was adjourned until 2 February 2021 when, I heard further submissions, I made further orders in respect of that relief.  I indicated on each occasion that I would provide reasons for the making of the orders at a later date.
7	In my orders of 10 December 2020, I made orders in respect to the manner in which funds coming into the administrations were to be dealt with but the Companies’ Administrators consider that such an order is not necessary in respect of the Northumberland Companies.
Background
8	In support of this application, the plaintiffs principally rely on the affidavit of Craig Peter Shepard sworn 27 January 2021 (‘Fourth Shepard affidavit’), together with Mr Shepard’s affidavit sworn 1 February 2021 (‘Fifth Shepard affidavit’) which related solely to the issue of an application for permission to form a single committee of inspection.  Reliance was also placed on the three previous affidavits to which reference is made in my earlier reasons.  Where reference is made in the Fourth Shepard affidavit to ‘the Companies’, it is a reference to Grocon, the Grocon Companies and the Northumberland Companies.  Where reference is made in these reasons to ‘the Administrators’, that is a reference to the Administrators as defined in the First Shepard Affidavit and the Northumberland Administrators.
9	On 13 January 2021, the Northumberland Administrators concurrently held the first meetings of creditors of the Northumberland Companies as required under s 436E of the Act (‘Northumberland First Meetings’).  There was no resolution proposed at the Northumberland First Meetings for the appointment of a committee of inspection.  The application which is now being made to extend the convening period for the second meeting of creditors for the Northumberland Companies (‘Northumberland Second Meetings’) was not put or foreshadowed to the creditors at the Northumberland First Meetings as at that stage it was anticipated that a proposal for a DOCA would be provided to the Administrators in time for the second meetings of the Companies (including the Northumberland Companies) (‘Second Meetings of the Companies’) to take place in accordance with the statutory timeframe prescribed for convening the Northumberland Second Meetings.
10	Mr Shepard states that when it became apparent to the Administrators that the DOCA proposal would not be provided within the time originally proposed for the Second Meeting of the Companies, he instructed the Administrators’ solicitors to make the applications the subject of the interlocutory process.  He states that, in doing so, the Administrators have obtained funding to make this application from other entities in the Grocon Group which are not currently under administration.  As such, the costs associated with making of the application will not diminish the assets of the Companies which are available to meet the claims of their creditors.
11	Each of the Northumberland Companies are incorporated in Australia with Daniel Grollo (‘Mr Grollo’) as its sole director.  Grocon Constructors was historically the construction entity in the Grocon Group but it has not been so involved since 2012.  It has since acted as corporate guarantor for projects undertaken by other entities in the Grocon Group.  It is a wholly owned subsidiary of Grocon and its ultimate parent company is Grocon Group Holdings Pty Ltd (‘Grocon Group Holdings’).
12	Grocon Constructors (Victoria) has been the principal entity in the Grocon Group responsible for providing commercial and residential building services for projects undertaken by the Grocon Group and third parties for which the Grocon Group provides construction services.  Grocon Constructors (Victoria) is a wholly-owned subsidiary of Grocon Constructors.
13	Grocon Northumberland is a special purpose corporate vehicle incorporated to act as the developer for the Grocon Group’s Northumberland project, a commercial office development in Collingwood, Victoria.  On or around 2 December 2020, the principal investor in the Northumberland project terminated the contractual arrangements involving this entity.  Grocon Northumberland is a wholly owned subsidiary of Grocon Developments Group Pty Ltd and its ultimate parent company is Grocon Group Holdings.
14	Upon their appointment, the Northumberland Administrators ceased trading each of the Northumberland Companies.
15	The Northumberland Companies are party to the same intercompany financial arrangements as other entities in the Grocon Group for which Grocon undertook a centralised treasury function.  Those intercompany arrangements are the subject of evidence in the First and Second Shepard Affidavits and are summarised in Grocon No 1.  Mr Shepard states that he believes there will be no necessity for the Grocon Administrators to pay or withdraw any funds of the Northumberland Companies to or from the Treasury Account (as defined in Grocon No 1).
16	Grocon Constructors and Grocon Northumberland did not maintain any bank accounts prior to the appointment of the Northumberland Administrators but separate administration accounts have been established for them.  Before the appointment of the Northumberland Administrators, Grocon Constructors (Victoria) maintained separate accounts with the purpose of receipt and payment of funds in relation to Bushfire Recovery Victoria (‘BRV’) projects undertaken by the Grocon Group, but those arrangements were outside the central treasury function undertaken by Grocon.
17	The Northumberland Administrators have not adopted any of the contracts in relation to the BRV projects to which Grocon Constructors (Victoria) was a party, however it is expected that there will be a number of debtor receipts in respect of those projects.  Further, there are funds which were held in trust accounts maintained by Grocon Constructors (Victoria) for the benefit of BRV which will be required to be remitted to BRV if the Northumberland Administrators are unable to engage a new contractor entity within the Grocon Group.  If a new contractor is engaged, the Northumberland Administrators propose to seek the consent of BRV to transfer the funds to the new contractor.  For this reason, upon their appointment, the Northumberland Administrators opened several accounts for the purpose of collecting those specific debtor receipts and returning trust funds to BRV.  Mr Shepard identifies those five accounts in a table in his Fourth Affidavit and, in each case, identifies the purpose for maintaining that account.
18	Reports on Company Activities and Property (‘ROCAPs’) have been prepared by Mr Grollo for each of the Northumberland Companies.  The Northumberland Administrators have not yet conducted detailed investigations or called for or adjudicated upon proofs of debt for dividend purposes.  Mr Shepard is therefore unable to comment on the estimates of creditors provided by Mr Grollo in the ROCAPs.  In summary, the ROCAPs record the position in regard to the liabilities of the Northumberland Companies as follows:
(a)	the Northumberland Companies are listed as having intercompany creditors to which a total sum of $81,340,073 is owed, comprising:
(i)	Grocon Constructors: $15,671,883;
(ii)	Grocon Constructors (Victoria): $60,327,057; and
(iii)	Grocon Northumberland: $5,341,097;
(b)	the Northumberland Companies are listed as each jointly owing the Australian Tax Office (‘ATO’) the sum of $14,320,445 (as result of a Tax Funding and Tax Sharing Agreement entered into by Grocon Group entities on 19 September 2012); and
(c)	the Northumberland Companies are listed as having other unsecured creditors to which a total sum of $24,636,091 is owed, comprising:
(i)	Grocon Constructors: $8,634,870;
(ii)	Grocon Constructors (Victoria): $11,932,970; and
(iii)	Grocon Northumberland: $4,068,251.
19	The ROCAPs and the summary of them prepared by Mr Shepard’s staff record that the Northumberland Companies have no secured creditors and do not owe any outstanding entitlements to employees.
20	The Northumberland Administrators have identified a number of interests registered on the Personal Property Securities Register (‘PPSR’) over Grocon Constructors and Grocon Constructors (Victoria) which are variously described to apply to “other goods”, “motor vehicles” together with one registration over Grocon Constructors (Victoria) which is described as a “negotiable instrument”.  The Northumberland Administrators have written to each of the secured parties recorded in the PPSR searches undertaken for the Northumberland Companies in order to confirm the position.  The PPSR searches undertaken in respect of the Northumberland Companies do not disclose any All Present and After-acquired Property (‘All-PAP’) security interests.
21	The Northumberland Administrators’ preliminary investigations indicate that, while the Northumberland Companies each have their own unique creditors, there is significant cross-exposure with other entities in the Grocon Group, including:
(a)	a contingent claim made by APN DF2 Pty Ltd (‘APN’) for $51,827,590 in relation to ongoing litigation;
(b)	the claim of the ATO for $14,320,445 referred to in paragraph 18 above; and
(c)	amounts owed to Grocon as result of the treasury function it performed for the Companies.
22	The Northumberland Administrators are yet to finalise their investigations in relation to the assets of the Northumberland Companies and cannot confirm the asset position of the Northumberland Companies by reason of a number of issues including the intercompany loans between the Grocon Group.  
23	Mr Shepard understands from information provided to the Northumberland Administrators by representatives of those companies that, as at the date of their appointment, each of the Northumberland Companies had no assets save for amounts owed by way of intergroup loans and trade receivables.
24	Prior to the appointment of Northumberland Administrators, Grocon Constructors and Grocon Northumberland did not have any employees.  Grocon Constructors (Victoria) does not currently have any employees.  However, prior to the appointment of the Northumberland Administrators, a number of employees of Grocon Builders (Vic) Pty Ltd (‘Grocon Builders (Vic)’) were seconded to Grocon Constructors (Victoria) under the terms of the Pass Through Agreement referred to in my earlier reasons.
25	Upon the appointment of the Northumberland Administrators, those seconded employees were transferred to Grocon Projects Operations Pty Ltd (‘Grocon Projects’), another entity in the Grocon Group which is not currently in administration.  Under the terms of the Pass Through Agreement, Grocon Projects is paying the seconded employees’ post-appointment wages and, if those employees are terminated, the liability for their pre-appointment entitlements will be met by Grocon Builders (Vic).  Accordingly, the Northumberland Administrators do not expect that Grocon Constructors (Victoria) is likely to have any liability for the statutory entitlements of the seconded employees.
26	The Northumberland Companies are not lessees of any real property.  Grocon Constructors (Victoria) previously leased office premises however the relevant lease agreement was surrendered by it prior to the appointment of the Northumberland Administrators.
Joinder of Northumberland Companies and amendment of originating process
27	The plaintiffs apply for an order, pursuant to r 9.06(b)(i) of the Supreme Court (General Civil Procedure) Rules (2015) (‘Rules’), that each of the Northumberland Companies be added to the proceedings as Forty-Second, Forty-Third and Forty-Forth Plaintiffs respectively.  The need for this amendment arises by reason that the Northumberland Companies went into administration subsequent to the prior applications in this proceeding.
28	In this instance, the plaintiffs submit that the Northumberland Companies should be joined to the current proceedings for the same reasons as those considered relevant by Middleton J in Re Virgin Australia Holdings Ltd (admins apptd) No 7 (‘Virgin No 7’), in particular having regard to the matters deposed to by Mr Shepard in the Fourth Shepard Affidavit.
29	I agree with the plaintiffs’ submissions that each of the Northumberland Companies ought to be joined to these proceedings.  It is clear by reference to Mr Shepard’s fourth affidavit and the orders which are sought by the plaintiffs that common issues have arisen and will continue to arise in the course of the administrations and it is clearly appropriate that the Northumberland Companies be brought under the ‘umbrella’ of the proceeding.
30	The situation is very much akin to that considered by Middleton J in the Virgin administrations in Virgin No 7.  His Honour determined that those Virgin entities which went into administration subsequent to the first application in that series of applications should be joined to the proceedings.  Middleton J considered that, by reason that they were part of the Virgin group of companies that were now in external administration, and by reason that common issues would continue to arise in the course of the various administrations, the additional companies should be joined.  Middleton J, in coming to the decision to allow the joinder, regarded two circumstances as being of particular weight.  First, the administrators intended to hold the second meetings of creditors of the companies sought to be joined at the same time as the second meetings of creditors for the other Virgin companies in administration.  Secondly, the companies sought to be joined were likely to be included as part of any DOCA proposal.  This mirrors the scenario of the Northumberland Companies.
Extension of convening period for the Northumberland Companies
31	The interlocutory process seeks an order for an extension of the convening periods for the Northumberland Second Meetings.  The extensions sought are for a period of approximately two months ending 31 March 2021 so as to align with the extended dates with the respective Grocon Companies as provided by my orders of 14 December 2020.
32	Unless extended, s 439A(5) of the Act applies to these circumstances so that the convening period for the second meetings of creditors for each of the Northumberland Companies will end on 8 February 2021, and require the Northumberland Second Meeting to be held within five business days before or after the end of the convening period.  The extensions are sought by the Northumberland Administrators by reason of the following considerations:
(a)	it would afford creditors of the Northumberland Companies the opportunity to participate in the foreshadowed proposal for DOCAs on either a pooled or interlocking basis (‘DOCA proposal’) which the proponent has indicated will include the Northumberland Companies but which will not be finalised before the Northumberland Second Meeting as currently scheduled;
(b)	if the Northumberland Second Meetings proceed as scheduled, the Northumberland Administrators will have little alternative than to either;
(i)	recommend that creditors vote to place the Northumberland Companies into liquidation, given that the DOCA proposal will not be finalised; or
(ii)	adjourn the Northumberland Second Meetings to enable sufficient time for the DOCA proposal to be finalised, which would involve incurring significant costs;
(c)	if the convening period of the Northumberland Second Meeting is extended, the creditors of the Northumberland Companies will have the opportunity to participate in the foreshadowed DOCA proposal, which may result in a better return to the general body of unsecured creditors than if the Northumberland Companies were placed into liquidation; and
(d)	the Northumberland Administrators require more time to continue their investigations and prepare a properly informative report to creditors.  The affairs of the Northumberland Companies are complex and are intertwined with those of the Grocon Companies.
33	The Northumberland Administrators submit that given the potential benefits which may accrue to creditors of the Northumberland Companies, the relative detriment which may be occasioned if the extension is not granted, together with the modest period of the extension sought, that an extension of the convening period is appropriate.
34	Applications to extend convening periods, particularly in large administrations or those involving administrations of a group with significant trading operations, have become commonplace.  Nonetheless, in each case the Court considering such an application is required, of course, to have regard to the general objectives of Part 5.3A of the Act.  As the plaintiffs submit, there is an inherent tension between the goal of voluntary administration, namely speedy resolution, and the overall objective of Part 5.3A as stated in s 435A of the Act, namely, maximising the chances of the company or its business continuing in existence or achieving a better result for creditors than would an immediate winding up.  There is, however, a recognition by the Courts that the interests of creditors can be prejudiced not only by delay but also by the convening of premature meetings, where the administrator has been unable to obtain adequate information for the preparation of the report and statements required by s 439A(4) of the Act in a form on which creditors can make an informed decision.
35	As I observed in Grocon No 2, an authority which has often been referred to as codifying the categories of cases in which extensions of the convening period have been granted is the decision of Austin J in Re Riviera Group Pty Ltd (‘Re Riviera’).  The plaintiffs submit the following categories identified by Austin J have relevance in this instance:
(a)	The size and scope of the business:  The Northumberland Companies form part of the Grocon Group, a substantial enterprise comprising 96 companies across Australia, the United States and the Middle East.
(b)	The time needed for a thorough assessment of a proposal for a deed of company arrangement:  The Administrators anticipate that they will receive a DOCA proposal which involves the Grocon Companies and the Northumberland Companies however the proponent of the DOCA proposal, Mr Grollo, has indicated that the proposal will not be finalised before the Northumberland Second Meeting as currently scheduled.
If the extension is not granted and the Northumberland Second Meeting is required to proceed as scheduled, the Northumberland Administrators will be required to recommend that either:
(i)	creditors vote to place the Northumberland Companies into liquidation given that the DOCA proposal will not be finalised before the date on which the Northumberland Administrators are required to prepare their report to creditors;
(ii)	alternatively, the meeting be adjourned to enable sufficient time for the DOCA proposal to be finalised.  This will mean that it will be necessary to incur the costs of two meetings and the Northumberland Administrators will be required to draw two reports under r 75-225 of the Insolvency Practice Rules (Corporations) 2016 (Cth) (‘IPR’). Mr Shepard estimates the costs associated with convening and holding a meeting, only to have it adjourned, will not be less than $75,000.
The extension of the convening period will allow the Northumberland Administrators, amongst other things, to liaise further with Mr Grollo review any DOCA proposal and consider whether it is in the interests of creditors to support a DOCA proposal as compared to a liquidation of the Northumberland Companies.
(c)	The complex corporate group structure and intercompany loans:  The administrations of the Northumberland Companies are complex by reason of the size of the Grocon Group, of which they are members, and the internal operational arrangements between the entities, including Grocon operating a treasury function on behalf of the Grocon Group.
The Administrators’ preliminary investigations indicate that there is significant exposure to liability between the Northumberland Companies, Grocon, and the Grocon Companies including (but not limited to) the liabilities described in paragraph 21 above.
Mr Shepard deposes that the Administrators require more time to continue investigations in relation to the creditors and debtors of the Northumberland Companies (including on an inter-company basis) to be in a position to provide a properly informative report to creditors (‘Administrators’ Report’) and a statement setting out the matters mentioned as required by r 75-225 of the IPR.
(d)	That additional time is likely to enhance the return for unsecured creditors:  It is anticipated that the DOCA proposal will be provided by Mr Grollo prior to the Northumberland Second Meeting if extended.  Such a proposal is likely, in the opinion of the Administrators, to provide potential benefits to creditors by enhancing the return to the general body of unsecured creditors as compared with the return they would otherwise receive if the Northumberland Companies were placed into liquidation.
It is said that the granting of additional time will allow the Administrators to continue discussions with Mr Grollo in relation to the DOCA proposal, who has indicated will not be finalised before the Northumberland Second Meeting as currently scheduled.
The Administrators say that the grant of an extension will mean that they will not be put to the cost and expense of holding two separate meetings for the Northumberland Companies (on the one hand) and the Grocon Companies (on the other).  The cost of holding two separate meetings, particularly where it is likely that the Administrators may recommend the Northumberland Second Meetings be adjourned, will ultimately be borne by creditors.
In Virgin No 2, Middleton J observed that an extension of the convening period to facilitate the progression and assessment of a DOCA proposal that may provide a better return to creditors than a winding up is a well-recognised example of a situation whether the Court has extended the convening period.
36	In Re Riviera’, Austin J observed that the authorities indicate that the Court will ordinarily exercise its discretion to extend the convening period when there is a substantial issue in relation to any one of the categories his Honour identified. The plaintiffs submit that as the above observations reveal, there are substantial  reasons for granting an extension arising from several of the Re Riviera categories.
37	The Court considering these applications must always be mindful of the interests of those potentially affected by the making of an order for extension, such as owners or lessors of properties and secured creditors.  In this regard, the plaintiffs observe that
(a)	the Northumberland Administrators have given notice to 
(i)	major creditors of the Northumberland Creditors by emails sent 25 January 2021 to the ATO, APN and Impact (which are each major contingent creditors) and CGU, AIG and Swiss Re (who have issued bonds and sureties); and
(ii)	all known creditors of the Northumberland Companies by circular issued on 27 January 2021;
(b)	the Northumberland Administrators consider the potential impact on stakeholders of the extension is likely to be negligible, particularly as those companies have no employees nor are there any lessors of real property which may be prejudiced by the proposed extension; and
(c)	the proposed orders include the usual provision that “liberty be granted to any person who can demonstrate sufficient interest to discharge or modify these orders on the giving of three business days’ written notice to the plaintiffs and this Court”.
38	I consider that there are clear and substantial reasons to make orders for extensions of the convening periods of the meetings in the Northumberland administrations.  The Northumberland Companies are part of a large and complex corporate group which are intertwined financially and administratively.  The extension sought is a relatively short one having regard to the complexity of the administrations and is modest compared with the extensions of several months which have been granted in the administrations of other large corporate groups.  In my view, the extension is warranted by reason alone of the need for the Northumberland Administrators to conduct a thorough assessment of a proposal for a DOCA.  This, and the other factors mentioned above in support of the extension by the Northumberland Administrators, can only be to the benefit of creditors.  While there has not been a great deal of time for the major creditors of the Northumberland Companies to react to this application, I agree that the potential impact on those affected by the extension of the statutory moratorium is likely to be negligible.  There are no lessors of real property who will be prejudiced by the proposed extension.  Further, the Northumberland Companies have no current employees.  If such prejudice does emerge, the orders which are proposed include liberty being granted to any person who can show sufficient interest on sufficient notice.
39	The Northumberland Administrators also seek an order enabling them to convene the Northumberland Second Meetings at a date before the extensions sought for the convening period if circumstances warrant it.  Such orders are now commonplace ancillary orders in applications seeking the extension of the convening period and are known as Daisytek orders.  In Re Daisytek Australia Pty Ltd (admin apptd) (‘Daisytek’),  Lindgren J, relying on the power of the Court under s 447A of the Act to make orders on the way that Part 5.3A is to operate in a particular administration, ordered that the second meeting of creditors could be held during the extended convening period or the period of five business days thereafter notwithstanding the effect of s 439A(2).  I consider that this is a clear case where such an order should be made and aligns with orders I have made in the previous application granting the extensions of the convening periods of the Grocon Companies.
Creditors’ meetings and notices
40	In my orders of 10 December 2020, I made several orders of an administrative or procedural nature so as to adapt several provisions of the IPR including r 75-35 and to take into account the impact of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (‘COVID determination’).  Those orders were designed to facilitate the provision of notices to creditors of the Grocon Companies and the conduct of meetings of creditors.  These orders included provision for:
(a)	the timing for creditors to lodge specific documents with the Administrators prior to the commencement time of the second meetings of the Grocon Companies (‘Meeting Documents’), including the notice required under r 75‑35(2)(b) of the IPR;
(b)	the entitlement to vote at the second meetings of the Grocon Companies being established by the lodgement of the Meeting Documents; and
(c)	permitting the Administrators, in the exercise of their reasonable discretion, to only allow those creditors who lodged with the Administrators the Meeting Documents to participate in the second meetings of creditors of the Grocon Companies.
41	My orders of 10 December 2020 were made in the context of orders being made by public health authorities restricting public gatherings and attendances at offices and workplaces so as to reduce the potential spread of the COVID-19 virus.  While the public health orders have, for the time being, eased somewhat in this State, restrictions remain in relation to public gatherings and attendances at offices and workplaces.  It is not presently known how long such public health orders will remain in place.
42	Mr Shepard deposes that the Administrators intend to convene the second meetings of the Grocon Companies and the Northumberland Companies virtually and concurrently.  Consequent on the joinder of the Northumberland Companies to this proceeding, the Administrators seek orders that the orders I made on 10 December 2020 in respect of the conduct of creditors meeting and the notice given of them also apply to the Northumberland Companies so as to ensure that the meetings are convened and conducted in an identical basis.
43	Subsequent to the orders I made in December 2020, on 16 December 2020 the relevant provisions of the Corporations Amendment (Corporate Insolvency Reforms) Act 2020 (Cth) (‘Corporate Insolvency Reform Act’) came into operation.  Subsequently on 23 December 2020, the relevant provisions of the Insolvency Practice Rules (Corporations) Amendment (Corporate Insolvency Reforms) Rules 2020 (Cth) (‘Corporate Insolvency Reform Rules’) commenced operation.  Of significance in the present context, Part 10.53 of Schedule 4 of the Corporate Insolvency Reform Act contained transitional provisions, including amendments providing that meetings of a committee or company under administration held after the commencement of the Corporate Insolvency Reform Act were not required to comply with the COVID Determination.  The COVID Determination contained provisions concerning, inter alia, conduct of meetings electronically.
44	Prior to the commencement of the Corporate Insolvency Reform Rules, r 73-35 of the IPR provided:
75-35 Notice of electronic facilities for meetings 
(1) This section applies if: 
(a)	facilities for participating in meetings by electronic means are expected to be available at the place where a meeting is to be held; and 
(b)	the convenor of the meeting considers that, having regard to all the circumstances, it will be appropriate to use those facilities. 
(2)	The notice of the meeting must: 
(a)	set out the arrangements for using the facilities; and 
(b)	indicate that a person, or the proxy or attorney of a person, who wishes to participate in the meeting using such facilities must give to the convenor, not later than the second-last business day before the day on which the meeting is to be held, a written statement setting out: 
(i)	the name of the person and of the proxy or attorney (if any); and 
(ii)	an address to which notices to the person, proxy or attorney may be sent; and 
(iii)	a method by which the person, proxy or attorney may be contacted for the purposes of the meeting.
45	On 16 December 2020, r 16 of Schedule 2 of the Corporate Insolvency Reform Rules repealed r 75-35 of the IPR and substituted the following provision:
75-35 Notices of meetings held using virtual meeting technology
(1)	This section applies if virtual meeting technology is to be used in holding a meeting.
(2)	The notice of the meeting must include sufficient information to allow a person entitled to attend the meeting to participate in the meeting by means of the technology.
(3)	Subsection (2) also applies in relation to a notice of the adjournment of a meeting if virtual meeting technology is to be used in holding the adjourned meeting.
46	Notably, by reason of the repeal of that provision, the creditors of the Northumberland Companies are presently not required to provide notice to the Administrators of their intention to attend a meeting of the companies.  The Northumberland Administrators seek an order which requires the Northumberland creditors to provide the information which was required by the previous iteration of r 75-35(2)(b).
47	The Administrators press to maintain the requirement that creditors provide identical information to that contained in the Meeting Documents, save that, in place of the prescribed notice under the previous r 75-35(2)(b) of the IPR, a document in similar form containing such information should be provided.  Mr Shepard states that this will benefit the general body of creditors by reason of the added certainty and efficient conduct of the creditors’ meetings.
48	In this regard, Mr Shepard states that in order to conduct the concurrent second meetings of creditors for the Grocon Companies and the Northumberland Companies, orders in like form to the 10 December 2020 orders, more particularly orders 7 to 9, are required. 
49	In their written submissions, the plaintiffs pressed for this to be achieved by an amendment under the so called ‘slip rule’, r 36.07 of the Rules, but I do not consider that the slip rule has any application in this instance and senior counsel for the plaintiffs conceded as much.  In general terms, r 36.07 of the Rules provides that “the Court may at any time correct a clerical mistake in a judgment or an order or an error in a judgment or an order from any accidental slip or omission”.  I do not accept the submission that the orders I made on 10 December 2020 were an example of orders made in which there were consequences that were not intended by me.  The orders that I made on that occasion were appropriate to be made in the circumstances that applied at that date and the slip rule is not apt here.  To my mind, this is clearly illustrated by the fact that the Northumberland Companies were not under administration on that date and would not have been susceptible to the orders made by the Court in that application.
50	The recent amendments mean that creditors wishing to participate in the forthcoming meetings, which are yet to be convened, have no obligation to provide notice in writing of the matters mentioned in the now repealed r 75-35(2)(b) of the IPR to the Administrators, however I accept the Administrators’ submissions that provision of such a notice by creditors is highly desirable and will result in a more efficient and manageable virtual meeting.  I will make orders requiring creditors of the Grocon and Northumberland companies to provide written notice of the information formerly required by r 75-35(2)(b) of the IPR and that should be done not later than 24 hours prior to the meeting.
Single committee of inspection
51	The plaintiffs seek an order prospectively allowing for the creditors to determine that there be a single committee of inspection for the Companies in the event that the creditors of the Companies, including the Northumberland Companies, resolve to enter into DOCAs, either on a pooled or ‘interlocking’ basis.
52	As referred to above, Mr Grollo intends to provide a DOCA proposal to be put to creditors at the second meetings of creditors.  The Administrators consider it would be appropriate that a single committee of inspection be appointed to those companies executing a DOCA in order to facilitate efficient creditor oversight and decision making under the DOCA.  The orders in respect of a single committee of inspection are being sought by reason of the ongoing difficulties associated with COVID-19 and the public health orders which are presently in force.
53	Mr Shepard states it is the Administrators’ opinion that it is neither practicable nor cost effective for the Administrators to adhere to the ordinary procedures in ss 80-10 and 80-15 the Insolvency Practice Schedule (Corporations) (‘IPSC’), being Schedule 2 of the Act , which provide that creditors of each of the Companies vote for the formation of separate committees of inspection for each company which enters into a DOCA.  Without modification of the operation of Division 80 of the IPSC, this could result in the formation of up to 42 committees of inspection for the Companies.  He states that the Administrators consider that if this occurs, this would give rise to duplication of procedures, with similar or identical creditors becoming members of individual or multiple committees of inspection.  In those circumstances, the Administrators propose to nominate, and seek nominations, from creditors from the following classes for election to the single committee of inspection:
(a)	employees;
(b)	ATO;
(c)	general unsecured creditors under $10,000;
(d)	other general creditors;
(e)	issuers of surety bonds; and
(f)	contingent or disputed creditors.
54	Mr Shepard states that, in advance of the Second Meeting of the Companies (including the Northumberland Companies) and at that meeting, the Administrators will give the creditors of the Companies the opportunity to nominate members of the proposed single committee of inspection.  Mr Shepard states that such an approach is designed so as to provide representation of the interests of creditors within the classes of creditors listed above.
55	Mr Shepard states that it is contemplated that the creditors of the entities entering into the DOCA could then proceed to resolve to appoint the nominated members to a single committee, i.e. the Grocon Committee of Inspection, by way of a joint resolution rather than requiring up to 42 separate identical resolutions of creditors.
56	In the opinion of the Administrators and based on their previous experience, in circumstances such as this, where there is considerable commonality of creditors across the various Companies, such an order is likely to strike a balance between the benefits of forming a committee of inspection (which Mr Shepard believes will be in the best interests of creditors of each of the Companies for which a DOCA, or alternatively interlocking DOCAs, is ultimately executed (‘DOCA Entities’)), the involvement of creditors in selecting the members of the committee, and the costs involved in having one committee rather than multiple committees.  The Administrators submit this will facilitate efficient creditor oversight and decision making.
57	The Administrators seek orders that, in prospect of a resolution being passed by the creditors that a deed or deeds of company arrangement be executed in respect of the DOCA Entities, Division 80 of the IPSC be modified to operate so that:
(a)	the requirements in ss 80-10 and 80-15 of the IPSC are dispensed with to the extent that the creditors of the DOCA Entities not be required to pass resolutions for the formation of, and appointment to, individual committees of inspection for each of the DOCA Entities;
(b)	that a single committee of inspection may permissibly be formed in respect of the DOCA Entities (‘Grocon Committee of Inspection’);
(c)	the members of the Grocon Committee of Inspection be drawn from persons nominated by the Administrators or the creditors of the DOCA Entities, prior to or at the second meeting of the Companies (including the Northumberland Companies); and
(d)	that the creditors of the DOCA Entities may pass a joint resolution at the second meetings of the creditors of the Grocon Companies and the Northumberland Companies, to validly appoint the members of the Grocon Committee of Inspection in relation to the DOCA Entities.
58	The Administrators submit that Court has the power under s 90-15 of the IPSC to make orders giving effect to the proposed regime (including to dispense with provisions of the IPSC that use the word “must”).  In this regard, reference was made to the decision of Farrell J in GDK Projects Pty Ltd, in the matter of Umberto Pty Ltd (in liq) v Umberto Pty Ltd (in liq) where her Honour stated:
The power is, in its terms, unconstrained… Despite the breadth of the power conferred by s 90-15(1), it is difficult to envisage circumstances where the power would be exercised if the Court could not be satisfied that it would be just and unless the applicant had demonstrated sufficient utility to the external administration. 
59	The Administrators also made reference to the decision of Middleton J in Re Virgin Australia Holdings Ltd (admins apptd) (‘Virgin No 1’) that to determine the utility to the administration of making such an order, the Court can, and should, have regard to the rationale for the regime, and the opinion of the administrators. In Virgin No 1, Middleton J considered similar submissions from the administrators to those being made here with respect to the practicality and utility of the proposed regime for a single committee of inspection, although in Virgin No 1 a less elaborate regime for taking nominations and resolving the appointment of members was proposed and ordered. His Honour considered that there was no doubt that the Court had power under s 90-15 of the IPSC to make orders providing for a single committee of inspection and that such a course was a practical and efficient manner in which to proceed.  
60	The Administrators submit that the proposed orders provided an additional layer of protection to creditors in that they may apply to the Court to vary or discharge the orders if they can demonstrate a sufficient interest.  It is also contended that in the absence of such an order modifying the operation of Division 80 of the IPSC, the creditors and the members of a single committee of inspection which is elected may be left in doubt as to the validity of the formation of a single committee, the appointments to that committee and the validity of resolutions passed by the committee.  In Re Techfront Australia Pty Ltd (administrators appointed) Farrell J considered that the administrators and creditors should not be left in doubt as to whether a meeting has been validly convened and held.  The Administrators contend that the making of the proposed orders in respect of the single committee of inspection closes off avenues of dispute about the validity of resolutions and avoids the necessity of further applications under s 1322(4) of the Act for orders validating the resolutions.
61	On the return of this application 29 January 2021, I considered that the mechanism proposed for nomination by creditors of a single committee of inspection required refinement.  When the matter returned to Court on 2 February 2021, a more elaborate regime was outlined by the Administrators which, to my mind, satisfactorily addressed the issue of providing for something of a ‘democratic’ nomination by creditors.  The regime proposed included provision of an explanation to creditors of the process of nomination and allowed for nominations for the single committee of inspection prior to, and at, the second meetings of creditors.  A circular letter, expressed in terms of an expression of interest, appended to the documentation sent to the creditors in respect of the second meetings enabled a creditor to nominate themselves for membership of the single committee of inspection.  The orders also made provision to enable the Administrators to nominate creditors so as to achieve a balance of representation of the various classes of creditor.
62	I consider that it is appropriate to make the orders sought in respect of a single committee of inspection.  In my view, the number of companies involved in the administrations, together with the practical difficulties arising from the COVID-19 environment, mean that following the conventional prescribed procedure requiring an election in respect of each company under administration is not practicable.  The prospect of there being 42 separate committees of inspection has the potential to be chaotic and unworkable.  The proposed orders enable the involvement of creditors in selecting the members of a single committee of inspection.  If there is discontent amongst the creditors with the resulting process, the creditors can apply to the Court to vary the orders which have been made in that regard.  The Court must adopt a practical approach and balance a consideration of what amounts to the diminution of the ‘democratic’ rights of the creditors for each of the companies against the benefits of expedition and economy which follow from the formation of a single committee of inspection.
63	For completeness, the orders I made on 29 January and 2 February 2021 are appended to these reasons.
64	

ANNEXURE 1 – ORDERS MADE 29 JANUARY 2021
THE COURT DIRECTS THAT:
1.	All persons shall appear, give evidence and make submissions in this proceeding this day by video link.
2.	The First Plaintiffs and Second Plaintiffs take all reasonable steps to cause notice of the Court’s orders to be published on the Kordamentha website, set up for the purposes of the administration of the Grocon Group (as defined in paragraph 9 of the affidavit of Craig Peter Shepard sworn 7 December 2020), within one (1) business day after the making of these orders.
AND THE COURT ORDERS THAT
3.	Pursuant to rule 9.06(b) of the Rules that each of Grocon Constructors Pty Ltd (ACN 006 703 091) (Administrators Appointed), Grocon Constructors (Victoria) Pty Ltd (ACN 148 006 624) (Administrators Appointed) and Grocon (Northumberland St) Developer Pty Ltd (ACN 612 370 966) (Administrators Appointed) be joined to this proceeding as the Forty-second, Forty-third and Forty-fourth Plaintiffs respectively (collectively referred to as the Northumberland Companies).
4.	Pursuant to rule 36.01 of the Rules that the Plaintiffs have leave to file and serve an amended originating process in the form of the amended document exhibited as “CPS-17” to the Affidavit of Craig Peter Shepard sworn 27 January 2021 and filed in this proceeding.
5.	Pursuant to section 439A(6) of the Corporations Act 2001 (Cth) (the Act), that the period within which the Second Plaintiffs (Northumberland Administrators) are required to convene the second meeting of creditors of each of the Forty-second to Forty-fourth Plaintiffs (Northumberland Companies) under section 439A(1) of the Act be extended to 31 March 2021.
6.	Pursuant to section 447A of the Act, that section 439A of the Act is to operate in relation to each of the Northumberland Companies so that the respective meetings of creditors of each of the Northumberland Companies to be convened under section 439A of the Act may be convened at any time during the convening period as extended by paragraph 5, or within 5 business days thereafter.
7.	Orders 7 to 9 of the orders made on 10 December 2020 be varied in accordance with Annexure A below.
8.	Liberty be granted to any person who can demonstrate sufficient interest to discharge or modify these orders on 3 business days’ notice to the Plaintiffs and to the Registry of the Commercial Court.
9.	Liberty be granted to the Plaintiffs to apply on 1 business days’ written notice to the Court in relation to any variation or discharge of the Court’s orders.
10.	The costs of this application be costs in the administration of Grocon, the Companies and each of the Northumberland Companies, jointly and severally.
11.	The hearing of the interlocutory application filed on 27 January 2021 is otherwise adjourned to 2 February 2021 at 2.15pm, to be heard virtually.

Annexure A
7.	Pursuant to section 90-15 of the IPSC that to the extent not permitted specifically by the IPR and for the purpose of sections 5(3)(a) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (Cth) (Coronavirus Determination), the creditors of Grocon, and the Companies and the Northumberland Companies who wish to participate or vote on resolutions at the meeting of creditors convened pursuant to section 439A of the Act (Second Creditors’ Meetings), must lodge with the First Plaintiffs and the Second Plaintiffs Grocon Administrators and the Companies’ Administrators (collectively the Administrators) by email to grocongroup@kordamentha.com by no later than 24 hours before the commencement time of the Second Creditors’ Meetings:
a.	a formal proof of debt or claim in accordance with section 75-85(3)(b)(ii) of the IPR; and
b.	a notice in accordance with that annexed to the affidavit of Craig Peter Shepard sworn 27 January 2021 at “CPS-26” in relation to participation at the Second Creditors’ Meeting by electronic meanssection 75-35(2)(b) of the IPR (as amended by paragraph 6 of these orders); and
c.	if the case requires it, an instrument of appointment of proxy pursuant to section 75-150(3) of the IPR or an instrument evidencing the appointment of a power of attorney pursuant to section 75-155(2) of the IPR
(collectively the Meeting Participation Documents).
8.	Pursuant to section 90-15 of the IPSC that the IPR is to operate in relation to Grocon, and the Companies and the Northumberland Companies such that the requirements of a person to lodge with the AdministratorsFirst and Second Plaintiffs any of the Meeting Participation Documents in order to establish an entitlement to vote at the Second Creditors’ Meetings may only be satisfied by lodging the Meeting Participation Documents as prescribed in paragraph 7. 
9.	Pursuant to section 90-15 of the IPSC that the First and Second PlaintiffsAdministrators are justified in their reasonable discretion permitting only those persons who have lodged with the First and Second PlaintiffsAdministrators the Meeting Participation Documents in the manner prescribed in paragraph 7, to participate in the Second Creditors’ Meetings and vote by proxy or attorney at the Second Creditors’ Meetings.

ANNEXURE 2 – ORDERS MADE 2 FEBRUARY 2021
THE COURT DIRECTS THAT:
1.	All persons shall appear, give evidence and make submissions in this proceeding this day by audio link.
2.	The First Plaintiffs and Second Plaintiffs take all reasonable steps to cause notice of the Court’s orders to be published on the Kordamentha website, set up for the purposes of the administration of the Grocon Group (as defined in paragraph 9 of the affidavit of Craig Peter Shepard sworn 7 December 2020), within one (1) business day after the making of these orders.
AND THE COURT ORDERS THAT
3.	Pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations) (‘IPSC’), being Schedule 2 of the Corporations Act 2001 (Cth) (‘the Act’), upon a resolution being passed by the creditors of some or all of the Third Plaintiff to Forty-Fourth Plaintiffs (‘Companies’) to execute a deed of company arrangement on a pooled basis, or multiple deeds of company arrangement on an ‘interlocking’ basis, (‘DOCA Entities’) Division 80 of the IPSC and Division 80 of the Insolvency Practice Rules (Corporations) 2016 (Cth) (‘IPR’) are to operate with respect to the each of the DOCA Entities so that:
a.	the requirements in sections 80-10 and 80-15 of the IPSC for the creditors of each of the DOCA Entities to resolve that a committee of inspection be formed and to appoint members of the committee of inspection to that company, are dispensed with;
b.	a single committee of inspection may be formed in respect of the DOCA Entities (‘Grocon Committee of Inspection’);
c.	the requirements in r 80-5(2)(a) to (c) of the IPR are dispensed with and the persons eligible to be appointed as a member of the Grocon Committee of Inspection are to include persons nominated by:
i.	the creditors of the Companies, prior to the second meeting of the creditors of the Companies, by returning the form titled “Expression of Interest - Single Committee of Inspection” annexed to these orders (‘Expression of Interest Form’); or
ii.	the creditors of the DOCA Entities, at the second meetings of the creditors of the Companies, from creditors who have not otherwise nominated by way of the Expression of Interest Form; or
iii.	the First and/or Second Plaintiffs in their capacity as administrators of the DOCA Entities, at the second meeting of the creditors of the Companies, from creditors of the DOCA Entities from the classes of creditors referred to at paragraph 57 of the affidavit of Craig Peter Shepard sworn 27 January 2021, that are not otherwise nominated in accordance with paragraphs 3(c)(i) and 3(c)(ii) above;
d.	the creditors of the DOCA Entities, by a joint resolution passed at the second meeting of the creditors of the Companies, may validly appoint the members of the Grocon Committee of Inspection from the persons nominated at 3(c) above;
e.	rule 80-5(4) of the IPR is to operate so as to provide: “If the Grocon Committee of Inspection is appointed by a joint resolution of the creditors of the DOCA Entities, the First and/or Second Plaintiffs of the DOCA Entities or a member of the Grocon Committee of Inspection may convene a meeting of the committee.”
4.	Pursuant to section 90-15 of the IPSC, the Administrators are to provide each creditor of the Companies with the Expression of Interest Form at the time of providing, and in the same manner as, the notice of meeting and other Meeting Participation Documents (as defined in the orders made by the Honourable Associate Justice Gardiner on 10 December 2020 (as amended by the orders made on 29 January 2021)).
5.	Pursuant to section 90-15 of the IPSC, for the purpose of any joint resolution of the creditors of the DOCA Entities referred to at paragraph 3(d) above, r 75-190(2) to (6) of the IPR is to apply in relation to the joint resolution of the DOCA Entities voting with respect to appointing members to the Grocon Committee of Inspection as if:
a.	the DOCA Entities were a pooled group for the purpose of r 75-190(2) to (6) of the IPR; and
b.	references to “a pooled group” or “the pooled group” in r 75-190(2) to (6) of the IPR are replaced with references to “the DOCA Entities” (as defined by paragraph 3 of this Order).
6.	Liberty be granted to any person who can demonstrate sufficient interest to discharge or modify these orders on 3 business days’ notice to the Plaintiffs and to the Registry of the Commercial Court.
7.	Liberty be granted to the Plaintiffs to apply on 1 business days’ written notice to the Court in relation to any variation or discharge of the Court’s orders.
8.	The costs of this application be costs in the administration of the Companies jointly and severally.
ANNEXURE TO ORDERS MADE 2 FEBRUARY 2021
Expression of Interest - Single Committee of Inspection
Grocon Group of Companies (All Administrators Appointed) (‘the Group’)

Notice is given that in accordance with the notice dated [insert] there will be second meetings of creditors for each entity comprising the Group.  The second meetings of creditors will be held concurrently (Second Meeting) and at the Second Meeting:
1.	should creditors of one or more of the entities comprising the Group resolve that some or all of the entities execute a deed of company arrangement (DOCA) on a ‘pooled’ basis or multiple DOCAs on an ‘interlocking basis’ (DOCA Resolution) in accordance with the proposal described in the [insert 439A report name] (DOCA Proposal); then
2.	resolutions will be put to creditors of such companies that a single committee of inspection (Pooled COI) be formed in respect of those entities where the DOCA Resolution has been passed (DOCA Entities).
The Administrators are seeking expressions of interest from creditors of each of the entities comprising the Group to nominate as members of the Pooled COI if the necessary DOCA Resolutions are passed by one or more of the DOCA Entities.
To express your interest in nominating as a member of the Pooled COI please provide your details below.
At the Second Meeting, if a DOCA Resolution is passed by the creditors of the entity for which you are a creditor, your expression of interest to become a member of the Pooled COI will be put to the creditors of the DOCA Entities.
If the company for which you are a creditor does not pass a DOCA Resolution, your expression of interest will not be considered for the Pooled COI.
It will be possible for creditors of the DOCA Entities to nominate to be a member of the Pooled COI at the Second Meeting.  However, the Administrators prefer to have expressions of interest provided beforehand to enable them to ensure that should the necessary DOCA Resolution(s) be passed that creditors from a broad range of creditor classes are represented on the Pooled COI.
If the necessary DOCA Resolution(s) are passed and, notwithstanding the process proposed to nominate to be a member of the Pooled COI, there remain classes of creditors that have not nominated a member to participate in the Pooled COI, the Administrators will also consider nominating creditors from unrepresented classes from the DOCA Entities as members of the Pooled COI.
In order to be a member of the Pooled COI, creditors of the DOCA Entities will need to pass a joint resolution appointing some or all of the creditors nominated. Expressing an interest in joining the Pooled COI does not entitle a creditor nominated to become a member of the Pooled COI, as there may be limits on numbers and a need for other creditors (or classes of creditors representing the interests of those creditors) to join the Pooled COI.
To express your interest in becoming a member of the Pooled COI please provide the required information by completing this Single Committee of Inspection Express of Interest form. This completed form must be received no later than [TIME] on the last business day prior to the Second Meeting, being [DAY, DATE].  Send the forms by email to Louis Myer at grocongroup@kordamentha.com, fax to (03) 8623 3399 or send by mail to KordaMentha at GPO Box 2985, Melbourne VIC 3001. 
Note:  by providing your details below your name will be visible to other attendees at the Second Meeting should the company that you are creditor of pass the DOCA Resolution. 
The following details must be provided:
Name of Creditor:		
Telephone contact and email address details for the purpose of the meeting: 	Tel:	
	Email:	
Dated: [DATE]

Craig Shepard
Administrator

KordaMentha
GPO Box 2985
Melbourne VIC 3001

SCHEDULE OF PARTIES

CRAIG PETER SHEPARD and MARK ANTHONY KORDA in their capacity as Joint and Several Voluntary Administrators of the Third Plaintiff	First plaintiffs	
		
CRAIG SHEPARD and ANDREW KNIGHT in their capacity as joint and several voluntary administrators of the Fourth to Forty-first Plaintiffs	Second plaintiffs	
		
GROCON PTY LTD (ACN 006 772 238) (Administrators Appointed)	Third plaintiff	
		
GROCON BUILDERS (VIC) PTY LTD (ACN 133 299 162) (Administrators Appointed)	Fourth plaintiff	
		
GROCON SERVICES PTY LTD (ACN 143 758 605) (Administrators Appointed)	Fifth plaintiff	
		
61 LT COLLINS STREET PTY LTD (ACN 079 970 479) (Administrators Appointed)	Sixth plaintiff	
		
BELGRAVE STREET DEVELOPMENTS PTY LTD (ACN 606 647 072) (Administrators Appointed)	Seventh plaintiff	
		
GROCON (FAIRFIELD) PTY LTD (ACN 137 871 231) (Administrators Appointed)	Eight plaintiff	
		
GROCON (PARKLANDS) HOLDINGS PTY LTD (ACN 148 964 836) (Administrators Appointed)	Ninth plaintiff	
		
QV NO 1 PTY LTD (ACN 092 065 248) (Administrators Appointed)	Tenth plaintiff	
		
QV NO 2 PTY LTD (ACN 092 065 257) (Administrators Appointed)	Eleventh plaintiff	
		
QV NO 3 PTY LTD (ACN 092 065 284) (Administrators Appointed)	Twelfth plaintiff	
		
QV NO 4 PTY LTD (ACN 092 065 319) (Administrators Appointed)	Thirteenth plaintiff	
		
QV NO 5 PTY LTD (ACN 092 065 337) (Administrators Appointed)	Fourteenth plaintiff	
		
GROCON OPERATIONS (ACN 113 588 702) (Administrators Appointed)	Fifteenth plaintiff	
		
GROCON DEVELOPMENTS NSW PTY LTD (ACN 115 182 682) (Administrators Appointed)	Sixteenth plaintiff	
		
GROCON (VICTORIA STREET) PTY LTD (ACN 120 542 707) (Administrators Appointed)	Seventeenth plaintiff	
		
GROCON DEVELOPMENTS (BOX HILL) PTY LTD (ACN 152 818 221) (Administrators Appointed)	Eighteenth plaintiff	
		
GROCON (480 QUEEN STREET) PTY LTD (ACN 149 586 603) (Administrators Appointed)	Nineteenth plaintiff	
		
GROCON (SCOTS CHURCH) PTY LTD (ACN 143 388 087) (Administrators Appointed)	Twentieth plaintiff	
		
QV PTY LTD (ACN 092 065 195) (Administrators Appointed)	Twenty-first plaintiff	
		
GROCON (BOUVERIE STREET) PTY LTD (ACN 079 970 353) (Administrators Appointed)	Twenty-second plaintiff	
		
GROCON (PITT STREET) DEVELOPMENTS PTY LTD (ACN 626 888 588) (Administrators Appointed)	Twenty-third plaintiff	
		
GROCON DEVELOPMENTS (55 ELIZABETH ST) PTY LTD (ACN 149 678 482) (Administrators Appointed)	Twenty-fourth plaintiff	
		
GROCON CONSTRUCTORS (SA) PTY LTD (ACN 137 871 213) (Administrators Appointed)	Twenty-fifth plaintiff	
		
GROCON (BAROONA RD) HOLDINGS PTY LTD (ACN 617 571 007) (Administrators Appointed)	Twenty-sixth plaintiff	
		
GROCON (BOUVERIE ST) HOLDINGS PTY LTD (ACN 092 065 355) (Administrators Appointed)	Twenty-seventh plaintiff	
		
GROCON (CB) DEVELOPMENT MANAGER PTY LTD (ACN 615 590 684) (Administrators Appointed)	Twenty-eighth plaintiff	
		
GROCON (SPRING STREET) PTY LTD (ACN 151 382 722) (Administrators Appointed)	Twenty-ninth plaintiff	
		
GROCON QV INVESTMENTS PTY LTD (ACN 100 045 574) (Administrators Appointed)	Thirtieth plaintiff	
		
QV PROPERTY MANAGEMENT PTY LTD (ACN 104 652 913) (Administrators Appointed)	Thirty-first plaintiff	
		
GROCON (PIXEL) PTY LTD (ACN 144 954 487) (Administrators Appointed)	Thirty-second plaintiff

GROCON (SWANSTON SQUARE) HOLDINGS PTY LTD (ACN 158 618 841) (Administrators Appointed)	Thirty-third plaintiff	
		
GROCON (CARLTON BREWERY) DEVELOPMENTS PTY LTD (ACN 158 619 053) (Administrators Appointed)	Thirty-fourth plaintiff	
		
GROCON (SQ STAGE 2) DEVELOPMENTS PTY LTD (ACN 124 614 704) (Administrators Appointed)	Thirty-fifth plaintiff	
		
GROCON (VICTORIA STREET) DEVELOPMENTS PTY LTD (ACN 126 741 802) (Administrators Appointed)	Thirty-sixth plaintiff	
		
GROCON (FCAD) PTY LTD (ACN 143 621 514) (Administrators Appointed)	Thirty-seventh plaintiff	
		
GROCON (CASTLEREAGH ST, NSW) PTY LTD (ACN 094 111 510) (Administrators Appointed)	Thirty-eighth plaintiff	
		
GROCON DEVELOPMENT HOLDINGS PTY LTD (ACN 133 519 114) (Administrators Appointed)	Thirty-ninth plaintiff

GROCON (BELGRAVE ST) DEVELOPER PTY LTD (ACN 617 489 639) (Administrators Appointed)	Fortieth plaintiff	
		
GROCON (FAIRFIELD) DEVELOPER PTY LTD (ACN 145 290 795) (Administrators Appointed)	Forty-first plaintiff	
		
GROCON CONSTRUCTORS PTY LTD (ACN 006 703 091) (Administrators Appointed)	Forty-second plaintiff	
		
GROCON CONSTRUCTORS (VICTORIA) PTY LTD (ACN 148 006 624) (Administrators Appointed)	Forty-third plaintiff	
		
GROCON (NORTHUMBERLAND ST) DEVELOPER PTY LTD (ACN 612 370 966) (Administrators Appointed)	Forty-fourth plaintiff