So Mr Cap'en pete has received money for the sale of Cosmetic Developments Ltd
He has settled a sum with CTR
Adminditor has concluded at CTR..............
From page 16
From our investigations to date, we consider that the Company has maintained books and records in accordance with the requirements of the Act. However, we note that certain activities undertaken by Mr Landau resulted in incomplete records being maintained during 2015. Our preliminary investigation has identified that once this issue became identified, steps were taken by the Company to correctly account for the impact of these transactions undertaken by Mr Landau. However, the specific transactions undertaken by Mr Landau are not recorded in the accounting records of the Company.
4.4.2 Care and diligence and duty to act in good faith The duty to act in good faith includes the following: x To act honestly.
x To exercise powers in the interests of the Company.
x To avoid conflicts of interest.
x To use their position properly.
x To use information only for its proper purpose. From our investigations to date, we have not found any evidence that the Current Directors of the Company have breached their duty to act with due care and diligence and to act in good faith, nor have they used their position improperly or used information improperly. However, there is material evidence to indicate that the Former Directors of the Company have breached their duty to act with due care and diligence and to act in good faith, and they have used their position or information improperly. The potential breaches we have identified are discussed below.
Former Director – Mr Landau
In May 2016 the Company filed an action against Mr Landau for alleged breaches of:
x s180(1) of the Act, which imposes a duty for directors to exercise reasonable care and diligence.
x s181(1) of the Act, which imposes a duty for directors to act in good faith and for a proper purpose.
x s182(1) of the Act, which imposes a duty for directors to not improperly use their position to gain an advantage for themselves or cause detriment to the company.
Mr Landau is also being investigated by ASIC in relation to suspected contraventions of the following sections of the Act in relation to the Company between 11 June 2015 and 27 January 2016:
x s180, s181 and s182. The nature of these sections is discussed above.
x s183. This section imposes a duty for directors to not improperly use information to gain an advantage for themselves or cause detriment to the Company.
x s184. This section imposes a criminal offence for directors who breach s181 in a reckless or intentionally dishonest manner.
x s722. This section requires directors to hold money obtained from capital raisings in trust until either the securities are issued or transferred or the money is returned.
x s1308. This section states that corporations must not advertise or publish misleading statements in relation to their capital.
x s1309. This section requires directors to not make false or materially misleading (directly or via omission) statements to members or directors of corporations. He is also being investigated in relation to suspected contraventions of the following sections of the Criminal Code:
x s378. This section relates to theft.
x s409. This section relates to fraud. x s473. This section relates to forgery. These breaches relate to Mr Landau’s alleged activities including:
x Opening a bank account in the name of the Company with himself as the sole signatory of the Company.
x Authorising and/or causing the transfer of approximately $2.1 million from this account to entities that had no legal entitlement to these funds. Predominantly, these transfers were to Okap, an entity that Mr Landau was a director and ultimate owner of. Our preliminary investigations support that Mr Landau has acted inappropriately in relation to these activities and has contravened all of these sections of the Act.
Mr Landau appears to have improperly misused his position to obtain financial benefit, and in doing so, has at various times prepared or made false documents and/or statements.
Following the appointment of Administrators, the Company was approached by Mr Landau with an offer to settle the claim against. The outcome of those discussions was that Mr Landau would settle the claims for $2.0 million and the parties executed a settlement deed for this amount. The Landau Funds were received by Citation on 10 January 2017.
