Winding-up orders justified after liquidator proves companies were a pooled group

Liquidator Mohammad Mirzan Bin Mansoor has won his proceedings in the Federal Court of Australia for justification to combine three related entities into a single fund before winding them up after the court found that the companies were too intertwined to be dealt with separately.

Mansoor was appointed liquidator of the three companies: Harley Cranes Payroll Pty Ltd (in liquidation) (HCP), Harley Cranes & Rigging Pty Ltd (in liquidation) (HCR) and Harley Cranes Group Pty Ltd (in liquidation) (HCG).

The court noted that HCP did not contract third parties for jobs or carry on a business in its own right.

This all changed when, following June 2021, HCG employed all of HCP’s staff and took over, administering the payroll function.

“HCP’s only creditor (excluding a small shareholder loan) is the Deputy Commissioner of Taxation in the sum of $383,195 in respect of a running balance account as at 17 November 2023 for outstanding PAYG and GST withholdings lodgments for the period up to 30 June 2021,” the court noted.

Impossible to separate

In his application, Mansoor asserted that it was impossible to separate the three companies because they were so intermingled.

Further, he gave evidence that making a pooling order, which would give effect to the companies being turned into a single fund, would result in significant cost savings for the administration of the companies, and that substantial costs would be incurred if a pooling order is not made.

He noted that the costs to “attempt to reconstruct the intercompany loans and transactions between the Companies which would involve conducting a detailed review of the transactions which have occurred over a period of about 5 to 7 years and would cost about $50,000, and would likely involve the Liquidator making value judgments about the appropriateness of attributions as between HCG and HCR in relation to common costs from uncertain information”.

Upon consideration of all evidence, Justice Ian Jackman awarded the proceedings to Mansoor, determining that the costs of the application should be costs in the Liquidation of the Companies, and that the liquidator is to combine the property of each of the companies into a single fund.

The case citation: Mansoor (Liquidator), in the matter of Harley Cranes Payroll Pty Ltd (In Liquidation) [2026] FCA 1505 (12 October 2026).