Three NSW directors disqualified from managing corporations

John Georges (also known as John Geoges) of Hinchinbrook, NSW and Sam Youkhana of Middleton Grange, NSW have been disqualified from managing corporations for five years for their involvement in four failed companies and Zia Yalda of Fairfield Heights, NSW has been disqualified for four years after his involvement in the failure of two of the companies.

The disqualifications follow the appointment of liquidators to four companies operating in the cleaning industry between October 2013 and June 2017:

– Top Cleaning Group Pty Ltd (ACN 158 523 427) (Top Cleaning);

– Magic Fresh Property Services Pty Ltd (ACN 169 343 435) (Magic Fresh);

– Spotcleaning Group Pty Ltd (ACN 162 633 230); and

– Total Carpet Cleaning Pty Ltd (ACN 138 487 706).

In making the decision to disqualify Mr Georges, Mr Youkhana and Mr Yalda, ASIC found that:

– Mr Yalda, who was a director of Top Cleaning and Magic Fresh, did not know or understand his duties as a director and relied on Mr Georges and Mr Youkhana;

– Mr Georges and Mr Youkhana acted as shadow directors of Top Cleaning and Magic Fresh;

– All three directors caused or allowed false information to be lodged with ASIC in respect to Top Cleaning and Magic Fresh;

– All three directors failed to exercise their powers and discharge their duties with due care and diligence, in relation to Top Cleaning and Magic Fresh, by:

o making or authorising significant cash withdrawals from the company bank accounts, which they failed to substantiate;

o failing to comply with their statutory obligations to lodge documents with, and pay taxes to, the ATO;

o failing to take all reasonable steps to comply with their obligation to keep written financial records;

o failing to provide information and deliver all of the companies’ books to the liquidator as soon as practicable after the liquidator’s appointment; and

– Mr Yalda’s conduct fell below the standard required of a company director.

The total deficiency of all four companies was $108,863, however the liquidator of Top Cleaning and Magic Fresh acknowledged that the liability would increase significantly if all outstanding lodgments were made to the ATO.

In making the decision to disqualify Mr Georges, Mr Youkhana and Mr Yalda, ASIC relied on supplementary reports lodged by Simon Cathro of Worrells Solvency and Forensic Accountants, as liquidator of Top Cleaning and Magic Fresh. ASIC assisted Mr Cathro in preparing the supplementary reports by providing funding from the Assetless Administration Fund.

Mr Georges and Mr Youkhana are disqualified from managing corporations until 30 November 2025 and Mr Yalda is disqualified until 9 December 2024.

Background

Section 206F of the Corporations Act gives ASIC the power to disqualify a person from managing corporations for up to five years if, within a seven-year period, the person was an officer of two or more companies that were wound up and the liquidators lodge reports with ASIC about each company’s inability to pay its debts or alleging misconduct. ASIC maintains a banned and disqualified persons register that provides information about people who have been disqualified from:

– involvement in the management of a corporation;

– auditing self-managed superannuation funds (SMSFs); or

– practicing in the financial services or credit industry.

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