Najjar (liquidator), in the matter of Zoya Investments Pty Ltd (in liq) v Rana

This decision arose in the liquidation of Zoya Investments Pty Ltd. Its liquidator, Mohammad Najjar, and the company itself went to the Federal Court seeking urgent interim orders under s 1323 of the Corporations Act. The relief was sought without notice to the defendants, so the court first heard only from the plaintiffs.

The defendants were not just the company’s former directors. They also included relatives and a network of associated companies. The judgment identifies Rizwan Rana and Satwinder Singh as Zoya’s directors from incorporation on 4 June 2014 to 11 April 2024. It also identifies Mr Singh’s wife, Mr Rana’s sister, Mr Rana’s brother-in-law, and a range of corporate entities in which those individuals held roles or interests.

The commercial dispute concerned a pattern of property transfers said to have taken place between late 2022 and early 2024. The plaintiffs alleged that Zoya transferred title in 14 properties across New South Wales, Queensland and Western Australia. Some transfers were said to have been to related entities for nominal consideration. Some were said to involve diverted sale proceeds or shortfalls. The court made interim freezing orders on 25 September 2025 to preserve assets while the plaintiffs pursued their claims.

That was not the end of the matter. The defendants came back to court and asked for the freezing order to be discharged. Their core complaint was procedural rather than final-merits based. They said the plaintiffs had not made full and fair disclosure when obtaining the order ex parte, especially about Commonwealth Bank debt, a restructuring process, and evidence suggesting that substantial liabilities of Zoya had been discharged as part of the relevant transactions.

The original order made on 25 September 2025 was broad. It prohibited the first, second, fifth and eighth to twenty-ninth defendants from selling, disposing, transferring, dealing with, encumbering, diluting or otherwise diminishing the value of assets in which they had an interest, up to an unencumbered value of $12.8 million. The sixth and seventh defendants were similarly restrained up to an unencumbered value of $900,000. The third and fourth defendants were restrained in relation to specified shareholdings and dividends in named companies.

That matters because the order was protective. It was not a final finding that the plaintiffs would win. It was designed to preserve the position while the proceeding continued. The order was later extended by consent on 1 October 2025 until 30 October 2025, and the defendants then sought to have it discharged before that date.

The statutory basis was s 1323 of the Corporations Act. The extract sets out that provision in part and shows that the court may make protective orders where it considers that necessary or desirable to protect the interests of a person to whom the relevant person is or may become liable to pay money or account for property. It also shows that the court may grant an interim order before determining the substantive application.

The central issue was whether the plaintiffs, when seeking ex parte freezing relief, failed to disclose material facts that would have tended against the court granting the order. The judgment makes clear that there was no dispute about the existence of a duty of candour. A party asking for urgent orders without the other side present must bring to the court’s attention all facts material to the determination of the application, including matters the absent party would likely have raised.

The judgment also explains that the court’s task on a discharge application is not simply to ask whether the original order should have been made on the material then available. The question is whether the applicant failed to discharge the obligation of full and fair disclosure. If there was such a failure, the next question is whether the order should be set aside in the exercise of discretion.

That distinction is important for business readers. A discharge application based on non-disclosure is not just a second attempt to argue the merits. It is an attack on the fairness and completeness of the ex parte process. But even if the applicant got something wrong, the order does not automatically fall. The court still asks whether the omitted matter was material, meaning capable of affecting the decision, and whether justice requires discharge in the circumstances.

The judgment refers to authorities including Thomas A Edison Ltd v Bullock, Savcor Pty Ltd v Cathodic Protection International APS, Naidenov, in the matter of 30 Denham Pty Ltd (in liq), and Element Zero v Fortescue Limited. The principles drawn from those cases are that full and fair disclosure is required, materiality is assessed by whether the matter was capable of affecting the decision, and the remedy remains discretionary.

The defendants advanced two broad categories of alleged non-disclosure. The first, and principal, category concerned the plaintiffs’ presentation of certain property transfers as having occurred for no consideration or at an undervalue. The defendants said that if the Commonwealth Bank records and Zoya’s accounts were properly considered, they showed that about $10 million of debt was discharged at the time of the transfers. On that argument, the transactions could not fairly be described as involving no value simply because cash did not move directly to Zoya in an obvious way.

The extract records detailed submissions about Zoya’s balance sheet, two CBA facilities totalling about $10 million, and a letter from K&L Gates, the bank’s solicitors. The defendants said the plaintiffs had not properly drawn the court’s attention to the secured debt owed to CBA, the restructuring process, and evidence from Mr Singh that consideration for various transfers included the taking over or paying of significant debt owed by Zoya to CBA.

The defendants also said the court had not been told clearly enough that third-party property assets were sold and, together with the sale of the Parry Street property, generated about $10.7 million used to discharge secured debt owed to CBA. According to Mr Singh’s evidence as summarised in the extract, three of the four properties sold in that multiple settlement were not owned by Zoya but by Fenders Hamilton Pty Ltd and Mr Rana, who were said to have guaranteed Zoya’s debts. The defendants argued that this was commercially significant because it suggested Zoya’s liabilities were reduced through a broader group restructuring.

They also pointed to a substantial director loan account in Zoya’s balance sheet as at 30 June 2024, evidence that Mr Singh had paid $2.4 million to Zoya, and the absence of some attachments to an email referred to by the plaintiffs. Their position was that the evidence showed substantial funds had been paid for Zoya’s benefit, not hidden from it.

The second category of complaint concerned delay. The defendants said the plaintiffs had sent letters in December 2024 threatening freezing-order applications, and that this earlier correspondence should have been specifically drawn to the court’s attention when the ex parte application was later made in September 2025. They argued that the basis for the freezing orders asserted in that earlier correspondence was substantially replicated in the proceeding.

The plaintiffs did not resist every criticism. The judgment records two concessions at the outset.

First, the plaintiffs accepted that during public examinations in June and July 2025, Messrs Rana and Singh had indicated that some form of consideration, and not merely nominal monetary consideration, had been given to Zoya for the transfer of the Blackall and Gladstone properties. The plaintiffs conceded that this was a material fact and should have been disclosed on the ex parte application.

Secondly, the plaintiffs accepted that the liquidator’s affidavit incorrectly stated that Zoya’s financial statements for the year ended 30 June 2023 did not record ownership of four New South Wales properties or the existence of loans secured against them. The extract says the balance sheet in fact listed the Kanwal property, the Parry Street property and the Denison Street properties, and recorded a liability to CBA. The liquidator said the error was inadvertent and arose from a misunderstanding, while maintaining that several other properties still were not properly recorded in the relevant financial statement.

These concessions mattered because they showed the discharge application was not speculative. There was at least one accepted material omission and one accepted factual error. But the plaintiffs argued that the other matters raised by the defendants were not material non-disclosures, and that even if the conceded omission was material, the court should still exercise its discretion not to discharge the freezing order.

Markovic J dismissed the discharge application and ordered the defendants to pay the plaintiffs’ costs of that application. The catchwords and formal orders make the result clear. The court was not satisfied that the plaintiffs failed to disclose material facts other than as conceded, and it was not satisfied that the conceded non-disclosure was sufficient to warrant exercising the discretion to discharge the freezing order.

An important part of the reasoning, as shown in the extract, was the court’s treatment of the CBA debt point. The judge noted that it was already apparent from the liquidator’s affidavit that CBA was not a creditor of Zoya at the relevant time. The affidavit said that CBA had registered an all present and after-acquired property security interest on the PPSR, but that the debts secured by that interest appeared to have been discharged before Zoya entered liquidation. The affidavit also listed creditors who had lodged proofs of debt, and CBA was not among them. The judge said it followed that any debt owing to CBA must have been extinguished.

That reasoning is significant because it undercut the defendants’ submission that the fact of debt discharge had been hidden from the court. On the extract, the court did not accept that the broader complaints about debt discharge, restructuring and consideration amounted to additional material non-disclosures requiring the order to be set aside.

The judgment does not provide the full detail of every step in the court’s analysis because the text available is truncated. But the result is clear: the defendants did not persuade the court that the ex parte order should be discharged.

For business owners, especially those operating through family groups or multiple entities, this case is a reminder that courts will examine transactions company by company. It is not enough to say that the broader group benefited. If one company transferred a property, the records should show what that company received, whether in cash, debt reduction, assumption of liabilities, release of guarantees, or some other measurable value.

The case also shows how dangerous incomplete records can be. The dispute touched on balance sheets, loan accounts, title searches, bank facilities, settlement proceeds, public examination evidence and correspondence with lenders. If those records do not align, a liquidator or creditor may characterise the transaction as a transfer for no consideration or at an undervalue. Even if there is a commercial explanation, the absence of clean documentation makes the explanation harder to prove.

There is also a process lesson. If your business seeks urgent relief without notice, the application must be prepared with unusual care. Known facts that may weaken the application, including evidence from examinations, correspondence, or financial records, should be put before the court. The duty is not satisfied by presenting only the strongest version of your case.

If your business is served with a freezing order, this decision shows that a non-disclosure challenge can be a real avenue, but it is not a technical shortcut. You will need to identify facts that were truly material and show why justice favours discharge. Minor errors or points already apparent from the material may not be enough.

The judgment is dated 23 October 2025. The original ex parte freezing order was made on 25 September 2025 and extended by consent on 1 October 2025 to 30 October 2025. The discharge application was heard on 20 October 2025 and dismissed on 23 October 2025.

The available reasons clearly establish the procedural outcome. However, because the extract is truncated, this page should be read as a careful note on the discharge application rather than a complete account of the underlying substantive claims.

This page is based on the Federal Court decision in Najjar (liquidator), in the matter of Zoya Investments Pty Ltd (in liq) v Rana [2025] FCA 1293, a judgment of Markovic J in the General Division of the Federal Court of Australia.

The available text identifies the case as a practice and procedure decision on an application to discharge ex parte orders made under s 1323 of the Corporations Act 2001 (Cth). Because the available extract ends part-way through the factual discussion, some underlying details may not appear here. The procedural holding and orders, however, are clear from the judgment.