Declaration of Independence, Relevant Relationships and Indemnity (“DIRRI”)
William Enterprise Holdings Pty Ltd ACN 145 132 510
William Enterprise Group Pty Ltd ACN 140 040 419
William Enterprise Trading Pty Ltd ACN 145 419 236
William Powdercoating & Fabrication Pty Ltd ACN 153 780 486
Eversure Fencing Pty Ltd ACN 151 690 041
(Administrators Appointed to all)
(collectively, “the Companies”)
The Corporations Act 2001 and professional standards require the Practitioners appointed to an insolvent
entity to make a declaration as set out in this document as to:
A.
their independence generally;
B.
relationships, including:
C.
a.
the circumstances of the appointment;
b.
any relationships with the Companies and others within the previous 24 months;
c.
any prior professional services for the Companies within the previous 24 months;
d.
that there are no other relationships to declare; and
any indemnities given or up-front payments made to the Practitioner.
The following declaration addresses these issues and is made on behalf of ourselves, our partners and the
firm McGrathNicol:
A.
Independence
We, Barry Kogan and Shaun Fraser of the firm McGrathNicol have undertaken a proper assessment of the
risks to our independence prior to consenting to our appointment as Administrators of the Companies in
accordance with the law and applicable professional standards.
This assessment identified no real or potential risks to our independence. We are not aware of any reasons
that would prevent us from accepting this appointment.
DIRRI William Enterprise Holding- Updated
B.
Declaration of Relationships
(i)
of appointment
The introduction to the Director of the Companies culminating in our appointment was made by Vincent
Zhu of Auyeung Hencent & Day Lawyers (“AHD”), the solicitors acting for the Companies. The reasons why
this referral does not result in a conflict of interest are explained in the table in Section (ii) below.
On 21 March 2016, Barry Kogan and Mitchell Mansfield (a McGrathNicol employee) attended a meeting
with William Cai, the sole Director of the Companies, Katherine Li, an employee of the Companies and
Vincent Zhu and Luming Wang of AHD. Subsequent meetings were held between Mr Kogan, Mr Mansfield,
Chris Johnson (a McGrathNicol employee), Mr Cai, Ms Li, Mr Zhu and Mr Wang on 23 March 2016,
31 March 2016 and 1 April 2016. A number of telephone conversations were also held between Mr Kogan
and Mr Zhu over this period.
The purpose of the meetings and discussions were to:

understand the Companies’ current financial position;

understand the Companies’ businesses and operations;

understand the alternative courses of action available to the Companies; and

provide information about insolvency processes and options available to the Companies.
We did not receive any remuneration for our attendances at the meetings and discussions set out above.
In our opinion, the above matters do not affect our independence for the following reasons:

these communications look place over a limited period of time;

it is recognised by the Courts and the ARITA Code of Professional Practice that pre-appointment advice
on the insolvency process and available options is necessary and does not amount to an impediment to
accepting an appointment; and

the nature of the advice provided was such that it would not be subject to review and challenge during
the course of the administration. Nor would the advice influence our ability to be able to fully comply
with the statutory and fiduciary obligations associated with the administration in an objective and
impartial manner.
Further information regarding our prior professional relationship with the Companies is detailed below.
(ii) Relevant Relationships (excluding Professional Services to the Insolvent)
We or a member of our firm, have or have had within the preceding 24 months, a relationship with:
Name
Vincent Zhu of AHD
Lawyers
Nature of
relationship
Vincent Zhu acts as
a solicitor for the
Companies and
introduced
McGrathNicol to the
Director of the
Companies.
Reasons
We believe this relationship does not result in a conflict
of interest or duty because:

McGrathNicol has not undertaken any
previous engagement for AHD in
respect of the Companies and the
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Name
Nature of
relationship
Reasons
introduction to the Director of the
Companies is entirely unconditional.

The relationship with AHD is a
professional relationship.

Professional relationships between
lawyers and business advisors are
common practice and there are no
formal agreements between
McGrathNicol or its partners, AHD or
Mr Zhu that impact our independence
in carrying out our duty as
administrators.
Given these factors, our independence in acting as
administrators of the Companies has not been affected.
(iii)
Prior professional services to the Insolvent
Neither we, nor the firm, have provided any professional services to the Companies within the previous 24
months.
(iv)
No other relevant relationships to disclose
There are no other known relevant relationships, including personal, business and professional relationships,
from the previous 24 months with the Companies, an associate of the Companies, a former insolvency
practitioner appointed to the Companies or any person or entity that has security over the whole or
substantially whole of the Companies’ property that should be disclosed.
C.
Indemnities and Up-front Payments [updated from prior DIRRI]
On 13 April 2016 an amount of $100,000, payable into the McGrathNicol Trust Account, was received from
a prospective purchaser of the business, Lucent Line Investments Group Pty Ltd. The conditions attached to
the funds were described as follows:
“$100,000 as deposit to be paid into the trust account of the Voluntary Administrators, with
authority to release if and when voluntary administrator deems there to be insufficient funds in the
Group for trading on, to use only to pay for costs and expenses of trading on (excluding
remuneration).”
The amount represents a limited indemnity to be used by the Voluntary Administrators in respect of trading
costs incurred or otherwise as a deposit on the purchase of the business. We do not consider that the
receipt of these funds impacts independence.
D.
Appointments to Members of a Corporate Group
As detailed in this Declaration, the Administrators have been appointed as Voluntary Administrators of each
of the Companies.
The Administrators are of the view that the appointment to the five (related) companies will have significant
benefits to the conduct of the administrations, particularly in that this will provide for cost-savings and
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enable an accurate as possible view to be obtained of the activities and financial position of the Company
as a whole. The Administrators are aware that there were inter-company transactions, but at this time are
not aware of any potential conflicts of interest arising from the appointments over the various entities.
However, to the extent it becomes apparent that pre-appointment dealings between the Companies may
give rise to a conflict which may impact the outcome for creditors of either company, then the
Administrators undertake to disclose any such conflicts to creditors and as appropriate, seek Court
directions as to the means of resolving the potential conflict.
Dated: 14 April 2016
...........................................................................
Barry Kogan
..............................................................................
Shaun Fraser
Note:
1
If the circumstances change or new information is identified, we are required under the
Corporations Act 2001 and the ARITA Code of Professional Practice to update this Declaration and
provide a copy to the creditors/Committee with our next communication, as well as table a copy of
any replacement Declaration at the next meeting of the insolvent’s creditors/Committee.
2
Any relationships, indemnities or up-front payments disclosed in the Declaration of Independence,
Relevant Relationships and Indemnities (DIRRI) must not be such that the Practitioner is no longer
independent. The purpose of components B and C of the DIRRI is to disclose relationships that,
while they do not result in the Practitioner having a conflict of interest or duty, ensure that
creditors are aware of those relationships and understand why the Practitioner nevertheless remains
independent.
Please note that the presentation of the above information is in accordance with the standard format
suggested by ARITA.
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