Regina v. Ditfort.
Judges:Finlay J
Court:
Supreme Court of New South Wales
Finlay J.
The evidence for the Crown having closed, application has been made on behalf of the accused for the direction of verdicts of acquittal in respect of all of the charges in the indictment.
Each of the six counts in the indictment charges that the accused between the periods respectively named:
"At Sydney in the State of New South Wales and elsewhere did enter into a transaction, for purposes which included the purpose of securing generally that a company (there named) would be unable to pay future income tax payable by the said (company) and income tax became due and payable by the said (company)."
The charges follow relevant wording in sec. 5(2) of the Crimes (Taxation Offences) Act 1980, to be read in conjunction with sec. 13 of that Act. Those sections for relevant purposes provide by operation of sec. 5(2) in conjunction with sec. 13:
"Where -
- (a) a person enters into an arrangement or transaction for the purpose, or for purposes which include the purpose, of securing, either generally or for a limited period, that a company or trustee (whether or not a party to the arrangement or transaction) will be unable, or will be likely to be unable, having regard to other debts of the company or trustee, to pay future [income] tax payable by the company or trustee; and
- (b) [Income] tax becomes due and payable by the company or trustee,
the person is guilty of an offence."
A person to be charged with an offence under that section must be a natural person. Section 3(4)(a) of the Act provides that:
"A reference to a person shall, unless the contrary intention appears, be read as not including a reference to a company."
Counsel for the accused submitted in respect of each of the six charges that the accused is entitled to a verdict of acquittal by direction upon the basis that there is no case to answer. It is submitted that there is no evidence in respect of any of the charges that the accused entered into a relevant transaction.
In considering this application I must have regard only to that evidence which, if believed and left uncontradicted, could be accepted by the jury as proof; in other words the question whether the evidence is sufficient to raise a case to answer is to be judged upon a consideration only of that evidence which militated for the Crown. (See
R. v. Towers unreported on 3 July 1984.)
There has been a deal of argument as to what is meant by the word "transaction" in the section constituting the offence. That word has been judicially described as of "wide import" (see
Samuels v. Peter F. Burns Pty. Ltd. & Ors (1976) 14 S.A.S.R. 88 at p. 95). I shall return to consider submissions and authorities relating to this word at a later stage. It is a word which would be readily understood as a piece of commercial business done (see, for example, the Concise Oxford Dictionary).
The word is not defined in the early subsections of the interpretation section, sec. 3, save by the provision of sec. 3(4) of the Act which relevantly provides:
"In this Act -
- ...
- (b) a reference to an arrangement or transaction shall be read as including a reference to both an arrangement and a transaction and to any series or combination of arrangements or transactions or arrangements and transactions;"
Mr Grieve, of Queens Counsel, for the Crown submitted that the clear legislative objective is to give the word "transaction" as wide a meaning as possible. He further submitted that a reference to the explanatory memorandum circulated by authority of the then Treasurer, the Hon. John Howard M.P., with the Crimes (Taxation Offences) Bill 1980 is permitted by virtue of sec. 15AB of the Commonwealth Acts Interpretation Act 1901. It includes the following passages at p. 10.
"Paragraph (b) ensures that the term `arrangement or transaction' carries an extended meaning so as to include both an arrangement and a transaction and to any series or combinations of arrangements and/or transactions. The term `arrangement' is itself further defined in paragraph (d)."
ATC 4696
and p. 12:
"Although in some cases a company (or trustee) sought to be rendered unable to pay tax (e.g. through officers acting on behalf of the company) will itself be a party to the arrangement or transaction forming the basis on which a person party to the arrangement or transaction is charged with an offence, direct participation by the company will not be a necessary prerequisite to the committing of an offence by those who take part in the arrangement."
Mr Graham of Queens Counsel submitted that where entering a transaction is charged as the offence under sec. 5(2) then sec. 3(4)(b) requires it to be read so that at least one transaction is established. Section 3(4)(b) reads on the interpretation he seeks, as follows:
"A reference to a... transaction shall be read as including a reference to both an arrangement and a transaction and to any series or combination of... transactions or arrangements and transactions."
Despite the force of Mr Grieve's submissions I am inclined to adopt the construction urged on behalf of the accused.
The word "transaction" has been considered in a number of cases. These include:
Palmer v. Commr of State Tax (W.A.) (1976) 136 C.L.R. 406. In that case the High Court had to consider sec. 74(1) of the Administration Act 1903-1970 (W.A.) which provided that "gift inter vivos" includes...
"(b) Without limiting the effect of the preceding provisions, any contract, obligation, engagement or transaction entered into (without fully adequate consideration so that the value of estate of maker may be diminished and the value of estate of any other person increased)."
Mason J. at p. 412 said:
"One matter on which all the members of this Court agreed in
Gorton v. Federal Commissioner of Taxation (1965) 113 C.L.R. 604 was that the scheme or arrangement in that case, which is quite indistinguishable from the present case, was a `transaction' within the meaning of para. (f) of the statutory definition of `disposition of property' in sec. 4(1) of the Gift Duty Assessment Act 1941-1957 (Cth). There are, as will be seen, some differences between the provisions of the Gift Duty Assessment Act and the Administration Act which affect the outcome of this case but they do not touch the meaning and content of the word `transaction', which is used in the same sense in both statutes."
That was an appeal from a judgment of the Supreme Court of Western Australia which the High Court upheld. The judgment of the Western Australian Supreme Court was referred to some four years later by Lavan A.C.J. in
Estate of Pickford (Deceased) v. Commr of State Taxation (W.A.) 11 A.T.R. 441 at p. 449 as follows:
"The nature of a `transaction' has been the subject of judicial inquiry on a number of recent occasions. The various authorities were examined by Jackson C.J. in Palmer v. Commr of State Tax (W.A.) (1976) W.A.R. 37; 5 A.T.R. 666. At pp. 40; 669 his Honour said:
- `The word `transaction' as used in the context of a taxing statute has given rise to some differences in interpretation. In
Grimwade's case ((1949) 78 C.L.R. 199 at p. 215; (1949) A.L.R. 609 at p. 613) Latham C.J. and Webb J. regarded a transfer of property to another through an intermediary as a transaction [my emphasis]. In
Birks v. F.C. of T. (1953) 10 A.T.D. 266 a series of steps taken to ensure that a man's right to take up shares in a company were exercised not by him but by his wife and daughter for their benefit was held by Kitto J. to be a transaction falling within the description in sec. 4(f) of the Gift Duty Act. In
Robertson v. I.R. Commr (1959) N.Z.L.R. 492, McCarthy J. said, at p. 498, speaking with reference to sec. 39 of the Death Duties Act 1921 (N.Z.): `The word `transaction' is not a word of precise meaning. The parties are agreed that it is `wide, vague and of uncertain import'. In its dictionary meaning it is `an act, doing, negotiation or dealing'. That definition is possibly too general, but clearly it seems to me that, without attempting a comprehensive definition, one can affirm that the word as used in the paragraph can cover a series of steps
ATC 4697
linked together to attain a definite objective'.'I respectfully agree with the interpretation placed on that term by Jackson C.J. Palmer's case, supra, which was held on appeal ((1976) 136 C.L.R. 406; 7 A.T.R. 22) was decided in circumstances not dissimilar from those under consideration in the appeal."
I do not think that the words "enters into a transaction" in this penal provision of sec. 5(2)(a) in its context in the Crimes (Taxation Offences) Act 1980 should be given such a wide meaning as to include an act by persons through an intermediary such as a company that he controls.
In favouring a more restricted meaning, I note that sec. 6(2) of the Crimes (Taxation Offences) Act expressly provides:
"Where -
- (a) a person -
- (i) directly or indirectly, aids, abets, counsel or procures another person (including a company) to enter into an arrangement or transaction; or
- (ii) is, in any way, by act or omission, directly or indirectly concerned in, or party to, the entry by another person (including a company) into an arrangement or transaction,
knowing or believing that the arrangement or transaction is being entered into by the other person for the purpose, or for purposes which include the purpose of securing, either generally or for a limited period, that a company or trustee (whether or not a party to the arrangement or transaction) will be unable, or will be likely to be unable, having regard to other debts of the company or trustee, to pay future [income] tax payable by the company or trustee; and
- (b) income tax becomes due and payable by the company or trustee,
the first-mentioned person is guilty of an offence."
This provision, it will be seen, expressly provides for the offence of aiding and abetting of another person (including a company) entering into a proscribed transaction. Further, in sec. 6(2)(a)(ii) (set out above) there is a wide provision making it an offence that a person in any way by act or omission, directly or indirectly is concerned in or party to, the entry by another person (including a company) into a proscribed transaction.
It seems to me that such provisions would have been unnecessary if the wide interpretation of the words in sec. 5 "entering into a transaction" for which the Crown contends was correct. The meaning of the expression "knowingly concerned in" has been considered in a number of cases. As noted in the recent unreported decision of the Court of Criminal Appeal in
R. v. Tannous 30 July 1987:
"In
Ashbury v. Reid (1961) W.A.R. 149, a case involving a true aiding and abetting section in much the same terms as sec. 5 of the Commonwealth Crimes Act, Virtue J. delivering the judgment of the Court gave the word the meaning taken from the Oxford Dictionary, namely `to have to do with, to have a part in, to be implicated or involved in' and `to have to do with something, especially something culpable'. His Honour went on:
- `The question which a court should ask itself in determining whether an act or omission on the part of the individual comes within the terms of sec. 54 is whether on the facts it can reasonably be said that the act or omission shown to have been done or neglected to be done by the defendant does in truth implicate or involve him in the offence whether it does show a practical connection between him and the offence."'
Mere knowledge on the part of the accused cannot, of course, make him criminally involved. Some act or conduct on his part is necessary.
The Crown did not see fit to charge the accused in the present case under the provisions of sec. 6 of the Crimes (Taxation Offences) Act 1980, nor under the provision of sec. 7 of the Act which also provides for an offence where a person enters into an arrangement or transaction or directly or indirectly aids, abets, etc. another person (including a company) to enter into an arrangement or transaction or to be in any way, by act or omission, directly or indirectly concerned in or party to the entry by another person into an arrangement or transaction,
ATC 4698
knowing or believing that the arrangement or transaction will secure or will be likely to secure that a company will be unable or likely to be unable to pay future income tax payable by the company.There is no reference in sec. 7 to the purpose of the person entering into the arrangement or transaction. Knowledge of belief of the person charged provides the criterion for liability.
In respect of the aiding and abetting provision of sec. 6 of the Act (referred to above) the Crown did make a submission that the present accused could be charged, as he is, of being a principal to the offence under sec. 5 of the Act although he aided and abetted or was knowingly concerned in another party committing the offence by virtue of the operation of sec. 5 of the Commonwealth Crimes Act 1914. That Act provides in sec. 5:
"Any person who aids, abets counsels or procures, or by any act or omission is in any way directly or indirectly knowingly concerned in, or party to, the commission of any offence against any law of the Commonwealth or of a Territory whether passed before or after the commencement of this Act, shall be deemed to have committed that offence and shall be punishable accordingly."
The Crown in this regard referred to the decision of the Court of Criminal Appeal in
R. v. Sperotto (1970) 1 N.S.W.R. 502, in support of its submission that an aider and abetter may be charged as the principal. However, this argument fails and sec. 5 of the Crimes Act 1914 does not avail the Crown; the reason being, of course, that sec. 5 of the Crimes Act does not create an offence unless the principal offence has been committed. A company cannot commit an offence under sec. 5 of the Crimes (Taxation Offences) Act 1980, only a natural person can. Hence sec. 6 and 7 of the Crimes (Taxation Offences) Act 1980 alone are available to charge a person who has aided and abetted or being knowingly concerned in a company entering into a proscribed transaction.
The Crown submits that in the light of the total control by the accused of the relevant company he is their alter ego and criminally liable as such. It seeks to call in aid part of the decision of the Victorian Court of Criminal Appeal in
R. v. Cerullo unreported dated 27 November 1986, especially at p. 10 per Fullagar J. However, the Court was there dealing with quite a different provision in quite different circumstances where, as noted by Fullagar J.:
"The company was regarded throughout, on both sides at the trial, as a mere marionnette of the applicant and the applicant was regarded as the company's `alter ego'."
Some argument was put forward by the Crown, at first perhaps a little tentatively and then with considerably more vigour, in favour of lifting the corporate veil (
Salomon v. Salomon & Co. Ltd. (1897) A.C. 22). In this regard the Crown referred inter alia to Gilford
Motor Company v. Horne (1933) 1 Ch.D. 935 and in particular pp. 955-956 in the judgment of Lord Hanworth M.R. His Lordship was there dealing with an appeal from the judgment of Farwell J., with which he agreed, saying:
"I am quite satisfied that this company was formed as a device, a stratagem, in order to mask the effective carrying on of a business of Mr. E.B. Horne. The purpose of it was to try and enable him, under what has the cloak or a sham, to engage in business which, on consideration of the agreement which had been sent to him just seven days before the company was incorporated, was a business in respect of which he had a fear that the plaintiffs might intervene and object."
Also reference was made to
Jones v. Lipman (1962) 1 W.L.R. 832 at p. 837 where in the facts of the particular case Russell J. said:
"The defendant company is the creature of the first defendant, a device and a sham, a mask which he holds before his face in an attempt to avoid recognition by the eye of equity. The case cited illustrates that an equitable remedy is readily to be granted directly against the creature in such circumstances."
Reference was also made to
R. v. McDonnell (1966) 1 Q.B. 233 at pp. 240-241 per Neild J. and finally to the well known passage by Lord Denning M.R. in
Wallersteiner v. Moir (1974) 1 W.L.R. 991 at p. 1013 where his Lordship referred to the principle enunciated in Salomon v. Salomon & Co. Ltd. (1897) A.C. 22 and observed at the end of a passage on that page:
ATC 4699
"Transformed into legal language, they were his agents to do as he commanded. He was the principal behind them. I am of the opinion that the court should pull aside the corporate veil and treat these concerns as being his creature - for those whose doings he should be, and is, responsible. At any rate, it is up to him to show that anyone else had a say in their affairs and he never did so:
Gilford Motor Company v. Horne (1933) 1 Ch.D. 935, 937."
I do not consider the lifting of the corporate veil as such by the Crown is permissible (see Sir Garfield Barwick C.J.
Steinberg v. F.C. of T. 75 ATC 4221 at p. 4225; (1972-1975) 134 C.L.R. 640 at p. 682 and per Sir Harry Gibbs C.J.
F.C. of T. v. Whitfords Beach Pty. Ltd. 82 ATC 4031 at pp. 4038-4039; (1982) 39 A.L.R. 521 at p. 530).
Quite simply it requires Parliament or the High Court to lift the corporate veil as suggested. (See the review by Young J. of the authorities under a section entitled "The Corporate Veil" in his judgment in
Pioneer Concrete Services Ltd. v. Yelnah Pty. Ltd. (1985) 5 N.S.W.L.R. 254 at pp. 264-268.)
I have been told in argument that the present charges formed the basis for extradition of the accused from the Federal Republic of West Germany. Accordingly, the prosecution must rely upon and establish the offences under sec. 5 of the Crimes (Taxation Offences) Act 1980 upon which the accused has been charged.
I consider that the words "enters into a transaction" in sec. 5 of the Act require evidence entitling a jury to find that the accused himself entered into the transaction, not merely by intermediaries (it will be otherwise, if it was by agents, for himself as principal) or in ways which may have rendered him liable to be charged with offences under the provisions relating to aiding and abetting or being knowingly concerned in (referred to above). Of course, once there is evidence available for the jury to find that the accused entered into a relevant transaction then they may have regard to the whole of the circumstances established when considering the element of whether such transaction entered into by the accused was "for purposes which included the purpose of securing generally that a company would be unable to pay future income tax payable by it".
It is in such cases appropriate to bear in mind the following passage from the judgment of Sir Garfield Barwick C.J., Kitto, Taylor and Owen JJ. in
Black & Anor v. Smallwood & Anor (1966) 117 C.L.R. 52 at pp. 60 to 61:
"However in the present case the respondents did not contract, or purport to contract, on behalf of the non-existent company. They simply subscribed the name of the non-existent company and added their own signatures as directors in the belief that the company had been formed and that they were directors (my emphasis). The fact that their signatures appeared as part of the company's signature did not make them parties to the contract nor could, as was possible in
Kelner v. Baxter (1866) L.R. 2 C.P. 174, an intention to be bound personally be imputed to them. The distinction between a case where the execution of a document by a company is effected by the subscription of the company's name followed by the signature of a director or directors as such and the case where the document is executed by an agent on behalf of a company is well illustrated by the observations made in the report of
Richardson v. Landecker (1950) 50 S.R. (N.S.W.) 250, at p. 259; 67 W.N. 149 at pp. 153, 154. There the point was taken that a lease was inoperative because it had been executed on behalf of a company by an agent and he had not been `thereunto lawfully authorised in writing'. The decision was that the lease had not been executed by an agent on behalf of the company; it had been executed by the company by the subscription of its name followed by the signature of a director as such. It is, in our view, clear from the written instrument that the respondents in this case did not enter into any contract; they were not parties to the contract as agents or otherwise and there is no basis upon which they can be held liable upon it."
(See also
Cox v. Tomat 126 C.L.R. 105.)
I have earlier referred to the extension by sec. 3(4)(b) of the Act of the word "transaction" to include both an arrangement and a transaction and to a series or a combination of transactions or arrangements and transactions. Whether a single transaction, or a series of transactions, or a combination of
ATC 4700
transactions and arrangements, are found to have been entered into by the accused they must still be one or ones which the accused himself has entered into. In my view he does not do so where a company he controls enters into the transaction even though he may have signed as a director and affixed the company seal pursuant to a resolution of directors to which he has been a party or indeed, in the present case, the only party.I do not accept the Crown's alternative submission that the accused entered into a relevant transaction merely from the inference that he "resolved" or alternatively "determined" that a company that he controlled entered into an agreement for the acquisition of shares of a target company.
Nor do I accept the submission made by the Crown that a "transaction" does not have to embrace or involve any dealing or dealings between more than one person. The Crown submitted that a relevant transaction for the offence includes a unilateral act on the part of the accused. In support of this contention he referred to the passage in the judgment of Lord Wright J. in
Bendir & Anor v. Anson (1936) 3 All E.R. 326 at p. 330.
"The language of this rule cannot be regarded as very well chosen. The phrase `transaction or series of transactions' is not a term of art, and I cannot find in the authorities any precise definition of the exact scope of those words. But it is quite clear that the tendency of the decisions has been to give a literal interpretation to the rule and to apply it in any cases where you have a claim to relief by more than one person in respect to what has been treated as the effect of the words `transactions or series of transactions whether the relief claimed is jointly, severally or in the alternative'. The word `transaction' I think, necessarily means an act, the effect of which extends beyond the agent to other persons."
He also referred to passages in the speeches of their Lordships in the House of Lords in
Greenburg v. I.R. Commrs (1972) A.C. 109 particularly per Lord Reid 136:
"The word `transaction' is normally used to denote some bilateral activity but it may be used to denote an activity in which only a single person is engaged. It would not be wrong to say of a person doing office work that he is transacting business. This definition shows that no bilateral element is necessary for it includes applying or subscribing for new securities which are single acts done by one person alone."
(See also per Lord Simon at p. 149.)
However, the words in the section have to be interpreted as part of the phrase "enters into a transaction". The use of this expression, in my view, necessarily contemplates two or more parties. Further in Grimwade & Ors v. F.C. of T. 78 C.L.R. 199 at p. 220, Latham C.J. and Webb J., in considering the expression "any transaction entered into by a person" in para. (f) of the definition of "disposition of property" in sec. 4 of the Gift Duty Assessment Act 1941-1942 (Cth), said that "A transaction by a person must be a transaction with some other person" and that to interpret the expression as "do an act or abstain from doing an act" gave no real effect to the words "enter" and "transaction". (See also per Rich J. at p. 222.)
Finally, Gibbs and Mason JJ., in their joint judgment in
F.C. of T. v. Lutovi Investments Pty. Ltd. 78 ATC 4708 at p. 4712; 140 C.L.R. 434 at p. 443, state that, in relation to an "agreement or arrangement", the words "entered into" are words which "point to an arrangement which is bilateral or multilateral".
I think it is too broadly and loosely stated to say, as has been submitted, that "enters into a transaction" is simply descriptive of a concept of participation.
This judgment is necessarily given in the middle of a trial. Section 5 of the Crimes (Taxation Offences) Act 1980 has not, I am told, been the subject of previous judicial consideration. I would have preferred to reserve my reasons for judgment.
In the view to which I have come some of the charges shall remain for consideration by the jury while others shall not.
In these circumstances I think it is desirable to give these short reasons extempore. I shall have attached to this judgment a copy of Exhibit A which diagrammatically shows the flow of funds on the day of each of the round robins involved in the charges. The effect in each case is that the shares of the target company named in the charge were sold and as
ATC 4701
the result of the transactions such target company was stripped of its assets.In respect of the fifth count involving Coachwood Homes Pty. Ltd. at the end of the day of the round robin transaction, namely 1 April 1981, that company still has left within it about three-quarters of a million dollars. On later days this was distributed to the benefit of the accused. However, the count in the indictment alleges that the accused between 23 February 1981 and about the first day of April 1981 at Sydney entered into a transaction for the requisite purpose. So, any transactions upon which the accused may have entered after that date cannot be relied upon to prove the first element in each of the accounts; namely that the accused "entered into a transaction" between the dates specified.
In all cases the purchasers of the target company's shares were companies under the control of the accused but having nevertheless their separate corporate identity.
The stripping of the target companies was achieved by "loans" or at least moneys paid by the cashed-up target company to a conduit body which in turn passed the bulk of the money on to the purchasing companies and then back to the bank which had provided a daylight loan.
In the case of the fifth and sixth charges involving Coachwood Homes Pty. Ltd. and Woodcrest Developments Pty. Ltd. the conduit body receiving these "loans" (assuming that is what they were), consisted of proprietary companies. In neither case is there evidence, in my view, of entry by the accused into any relevant transaction.
I, accordingly, uphold the submission made by counsel on behalf of the accused. I shall direct a verdict of acquittal in respect of these charges, the fifth and sixth charges, accordingly.
In respect of the first two charges involving Binnacle Securities Pty. Ltd. and Segnomad Investments Pty. Ltd. the accused deposited cheques from these target companies, which he had signed on behalf of those companies, into an account operated by him entitled "The G.A. Ditfort Trust Account". He thereafter signed a cheque for $502,124 to Jarsteg Pty. Ltd. to enable the purchasing companies to repay the bank its daylight loan of $502,124.
I consider this clearly provides material for proper consideration of the jury on the first element that the accused entered into a transaction. I, accordingly, refuse the application on behalf of the accused relating to the first two charges.
As to the third charge involving Cronan and Hallenan Installations Pty. Ltd., here the stripping of the target company was achieved by a "loan" of $129,311.54 to a company Jarsteg Pty. Ltd. I do not consider that this is a transaction which is open for the jury to find on the evidence that the accused himself entered into.
However, on the same day of the round robin, 13 May 1981, the accused caused a further cheque for $22,820, drawn by the target company, now controlled by him, to be paid into his own account entitled "The G.A. Ditfort Trust Account", that he later paid into his business account.
With some reservations I have decided that the receipt by him of the target company's cheque in this respect should be left to the jury for its consideration as to whether it constituted an entry by the accused into a relevant transaction.
As to the fourth charge involving Kingston Nominees Pty. Ltd., the bankers daylight loan of $60,292 was paid into a bank account controlled by the accused entitled "The G.A. Ditfort Trust Account". This sum was paid out of that account for the purchase of the Kingston Nominees Pty. Ltd. shares by purchasing companies controlled by the accused.
It is open to the jury, as a matter of fact, to regard this as his account, controlled by him. It seems irrelevant that there may or may not have been some fiduciary duties applicable to him. I think there is here material available for the jury to consider on the issue that the accused entered into a relevant transaction. I, accordingly, refuse the application made on behalf of the accused in respect of the fourth charge.
ATC 4702
EXHIBIT A
BINNACLE - SEGNOMAD
FLOW OF FUNDS 12/2/81
|---------| 1 |-------------| 2 |------------|
| BANK |_______\| JARSTEG P/L | |-----------| | D.H. LANCE |/___ADDITIONAL
| | /| FOR |__|$502,124.00|_\| R. LANCE |\ VENDOR
|_________|/_______| TRAZANT P/L | |___________| /|JASMONAD P/L| FUNDS
\ 7 |_____________| |____________| $40,000.00
/\ /
/ /
/ /
|-------------| /
6 | $502,124.00 | /
|_____________| |----------------|
/ | $537,754.00 | 4
/ |________________|
/ /
|--------------| /
| G.A. DITFORT | /
| TRUST | /
| ACCOUNT | /
|______________|/_ /
| \ \ /
|------------| \ / |-----------------|
| $35,630.00 | |------------| / | |
|____________| | $537,754.00| / | |
| |____________| / | |
\|/ 5 \ / | |
|--------------| \ / |_________________|
| G.A. DITFORT | |--------------|
| BUSINESS | | BINNACLE |
| ACCOUNT | | SEGNOMAD |
|______________| |______________|
1 "DAYLIGHT" LOAN $502,124.00 5 LOAN $537,754.00 TO CONDUIT
2 PURCHASE PRICE OF TARGETS 6 LOAN $502,124.00 TO ACQUISITION
SHARES $502,124.00 CO.
NB 3 NO NEW OPERATOR 7 REPAYMENT OF "DAYLIGHT"
4 PURCHASE PRICE OF TARGET'S LOAN $502,124.00
ASSETS $537,754.00
DIFFERENCE BETWEEN STEP 2 AND 4 = $35,630
ATC 4703
FLOW OF FUNDS 13/3/81
|---------| 1 |-------------| 2 |-------------|
| BANK |_______\| TRAZANT P/L | |------------| | I HALLENAN |
| | /| FOR |____| $129,311.54|___\| T CRONAN |
| |/_______| TRAZANT P/L | |____________| /|_____________|
|_________|\ | SYCOR P/L | \
7 |_____________| \
/\ \
/ \
/ \
|------------| |-------------|
6 | $129,311.54| | $129,311.54 | 3
|____________| |_____________|
/ \
/ \ ADDITIONAL
/ \ VENDOR FUNDS
/ \ $23,000.00
/ \ |
|-----------| |-----------| |
| JARSTEG | | MERCINU |/_______|
| PTY LTD | | PTY LTD |\
|___________|/_ |___________|
\ | /|\
| |
| 5 |
|------------| |------------|
| $129,311.54| | $152,156.00|
|____________| |____________|
\ / 4
|--------------| \ /
| G A DITFORT | |------------| \ /
| TRUST ACCOUNT|/___| $22,820.00 |___\|---------------| /
|______________|\ |____________| | CRONAN AND |/
| | HALLENAN |
|-----------| | INSTALLATIONS |
| $22,800 | | PTY LTD |
|___________| |_______________|
| 1 "DAYLIGHT" LOAN $129,311.54 5 LOAN $129,311.54 TO
|-------------| 2 PURCHASE PRICE OF TARGETS CONDUIT CO.
| G.A. DITFORT| SHARES $129,311.54 6 LOAN $129,311.54 TO
| BUSINESS | 3 LOAN $129,311.54 TO NEW ACQUISITION CO.
| ACCOUNT | OPERATOR 7 REPAYMENT OF "DAYLIGHT"
|_____________| 4 PURCHASE PRICE OF TARGET'S LOAN $129,311.54
ASSETS $152,156.00
ATC 4704
FLOW OF FUNDS 20/3/81
|--------| 1 |-------------| 2 |---------------|
| BANK |________\| G.A. DITFORT|__|----------|__\| GAIL MEREDITH |
| | /| TRUST ACCT | |$60,292.00| /|ROBERT MEREDITH|
|--------|/________| FOR | |__________| |_______________|
\ 7 | TRAZANT P/L | \
|_____________| \
/|\ \
/ |-----------|
/ | $60,292.00| 3
/ |___________|
|---------------| \
6 | $60,292.00 | \
|_______________| | ADDITIONAL
/ | VENDOR FUNDS
/ | $11,000.00
/ | /
/ | /
/ | /
|-------------| |------------|
| BOWDEN | | KAREDI PTY |
| CONSOLIDATED| | LTD |
| PTY LTD | |____________|
|_____________|/___ /
| \ /
|-------------| \ /
| $10,640.00 | |--------------| |---------------|
|_____________| | $70,932.00 | | $70,932.00 |
| |______________| |_______________|
\|/ 5 \ / 4
|-------------| \ /
| G.A. DITFORT| \ /
| BUSINESS | \ |/_
| ACCOUNT | |-------------|
|_____________| | KINGSTON |
| NOMINEES |
| PTY LTD |
|_____________|
1 "DAYLIGHT" LOAN $60,292.00 5 LOAN $70,932.00 TO CONDUIT CO.
2 PURCHASE PRICE OF TARGETS SHARES 6 LOAN $60,292.00 TO ACQUISITION CO.
$60,292.00 7 REPAYMENT OF "DAYLIGHT" LOAN
3 LOANS $60,292.00 TO NEW OPERATOR $60,292.00
4 PURCHASE PRICE OF TARGET'S ASSETS
$70,932.00
ATC 4705
FLOW OF FUNDS 1/4/81
|-------| 1 |---------------| 2 |-----------|
| BANK |___________\| JAGOR HLDG P/L|___|--------------|_\| CONSTABLE |
| | /| GULCH HLDG P/L| | $8,602,314.71| /| HOLDINGS |
|_______|/___________|BYWORD HLDG P/L| |______________| | PTY LTD |
\ 7 |_______________| |___________|
/|\ |
/ |
/ |
/ |
|--------------| |----------------|
6 | $8,602,314.71| | $8,600,000.00 | 3
|______________| |________________|
/ |
/ | ADDITIONAL VENDOR
/ | FUNDS >$752,314.71
/ | /
/ \|/ |/_
|-----------------| |----------------|
| JARSTEG P/L | | WOODCREST |
| BOWDEN P/L | | DEVELOPMENTS |
| CRONAN & HALL- | | PTY LTD |
|ENAN INST PTY LTD| |________________|
|_________________| / |
/|\ / |
| / |
| / |
|---------------| |--------------| |----------------|
| $8,603,414.71 | | $9,301.075.36| | STAMP DUTY IN |
|_______________| |______________| | DISPUTE |
5 \ / 4 | $51,239.36 |
\ / |________________|
\ /
\ /
|------------------|
| COACHWOOD |
| HOMES PTY LTD |
|__________________|
1 "DAYLIGHT" LOAN $8,602,314.71 5 LOAN $8,603,414.71 TO CONDUIT CO'S
2 PURCHASE PRICE OF TARGETS SHARES 6 LOAN $8,602,314.71 TO ACQUISITION
$8,602,314.71 CO.
3 LOAN $8,600,000.00 TO NEW OPERATOR 7 REPAYMENT OF "DAYLIGHT" LOAN
4 PURCHASE PRICE OF TARGET'S ASSETS $8,602,314.71
$9,301,075.36
ATC 4706
FLOW OF FUNDS 21/5/81
|-------| 1 |---------------| 2 |-----------|
| BANK |___________\|AMARAT HLDG P/L|___|--------------|_\| CONSTABLE |
| | /|GEOKIN HLDG P/L| | $2,257,519.09| /| HOLDINGS |
|_______|/___________|HUSKIN HLDG P/L| |______________| | PTY LTD |
\ 7 |_______________| |___________|
/|\ |
/ |
/ |
/ |
|--------------| |----------------|
6 | $2,321,000.00| | $2,250,000.00 | 3
|______________| |________________|
/ |
/ | ADDITIONAL VENDOR
/ | FUNDS $286,469.09
/ | /
|----------------------| \|/ |/_
| |-----------------| | |----------------|
| | TRAZANT P/L | | | COACHWOOD |
| |_________________| | | HOMES |
| | | | PROPERTIES |
| |-----------------| | |________________|
| | BOWDEN P/L | | /
| | JARSTEG P/L | | /
| |_________________| | /
| | | /
| |-----------------| | /
| | COACHWOOD HOMES | | /
| | P/L | | /
| |_________________| | /
|______________________| /
/|\ /
| /
| /
|---------------| |--------------|
| $2,531,469.00 | | $2,536,469.09|
|_______________| |______________|
5 \ / 4
\ /
\ /
\ /
|------------------|
| WOODCREST |
| DEVELOPMENTS |
| PTY LTD |
|__________________|
1 "DAYLIGHT" LOAN $2,257,519.09 5 LOAN $2,531,469.00 TO CONDUIT CO
2 PURCHASE PRICE OF TARGETS SHARES 6 LOAN $2,321,000.00 TO ACQUISITION
$2,257,519.09 CO.
3 LOAN $2,250,000.00 TO NEW OPERATOR 7 REPAYMENT OF "DAYLIGHT" LOAN
4 PURCHASE PRICE OF TARGET'S ASSETS $2,257,519.09
$2,536,469.09
ATC 4707
FLOW OF FUNDS 29/6/81
|---------|
| |
| |
| |
|_________|
|------------| 2 |------------|
| TRAZANT | |-------------| | G.A.DITFORT|
CASH 1.00 _\| PTY LTD |___|$1,408,529.16|___\| BUSINESS |/_
INTEREST BEARING | /| | |_____________| /| ACCOUNT |\ |
DEPOSIT 250,000.00 | | | | | |
BANK ACCOUNTS | | | |-------------| | | |
CLOSED | | |/__| $443,049.36 |____| | |
CO-HO PTY LTD 4.48 | |____________|\ |_____________| |____________| |
BOWDEN CONSOLIDATED| /|\ 4 / |
P/L 372.84 | \ / |
AMARAT HOLDINGS |
P/L 1,067.59 |
BINNACLE SECURITIES|
P/L 18.50 |
CRONAN & HALLENAN |
INSTALLATIONS P/L |
387.29 |
D & P MOON P/L |
328.00 |
GARDE WILSON |
P/L 2.50 |
GEOKIN HOLDINGS |
P/L 11,036.77 |
GRACEVUE |
INVESTMENTS |
P/L 106.65 |
HALOURI P/L 19.07 |
HUSKIN HOLDINGS |
P/L 692.15 |
KINGSTON
ATC 4708
|--------| |--------------| 2 |---------|
| | | G.A. DITFORT |__|---------------|______\| TRAZANT |
| | | TRUST | | $4,305,214.10 | /| PTY LTD |
|________| | ACCOUNT | |_______________| |_________|
|______________| /
/|\ /
/ /
/ /
/ /
/ /
|---------------| /
6 | $4,305,214.00 | |---------------|
|_______________| | $4,305,214.10 | 4
/ |_______________|
/ /
/ /
/ /
|------------------| /
| CAPOTE | / |---------|
| HOLDINGS PTY LTD | / | |
|__________________| / | |
/|\ / |_________|
| /
| /
|----------------| /
| $4,305,214.10 | /
|________________| /
5 \ /
\ /
\ /
\ /
\ /
\ /
|-----------------------|
| MAX ORMAN SERVICE P/L |
| MAX ORMAN SALES P/L |
| JARSTEG P/L |
| BAR BEACH INVST P/L |
| YAMBILLA INVST P/L |
|_______________________|
NB 1 NO "DAYLIGHT" LOAN 5 LOAN $4,305,214.10 TO CONDUIT CO
2 PURCHASE PRICE OF TARGET'S SHARES 6 LOAN $4,305,214.00 TO ACQUISITION
$4,305,214.10 CO
NB 3 NO NEW OPERATOR NB 7 NO REPAYMENT OF "DAYLIGHT" LOAN
4 FUNDS TRANSFERRED TO TARGET
COMPANIES $4,305,214.00
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