12-283MR ASIC disqualifies two Melbourne directors from managing corporations
Thursday 15 November 2012
ASIC has disqualified Mr Mark Baranov of Caulfield North, Victoria, for two years, and Ms Antonia Baranov of Cheltenham, Victoria, for eighteen months following an investigation.
The disqualifications follow ASIC’s investigation into the pair's roles in Bar Um Pty Ltd (Bar Um) and MIB Systems Pty Ltd (MIBS).
On 23 March 2005 a liquidator was appointed to MIBS, with the company owing nine creditors a total of $919,141. The liquidator’s estimated dividend to unsecured MIBS’ creditors was between nil and ten cents in the dollar.
On 20 January 2009 a liquidator was appointed to Bar Um, with the company owing 27 creditors a total of $2,986,909. The liquidator’s estimated that there would be no dividend to unsecured creditors.
ASIC’s investigation revealed that Mr Baranov, who was a director of Bar Um between 22 September 2003 and 31 March 2008 and a director of MIBS since March 2004:
did not assist the liquidator to locate items in relation to MIBS;
failed to take reasonable steps to ensure that financial records were maintained in relation to Bar Um;
failed to assist the liquidator with the provision of information and certain company records in relation to Bar Um; and
failed to act with the reasonable care and diligence in allowing Bar Um to trade for a prolonged period in circumstances where its expenses exceeded its income.
ASIC’s investigation revealed that Ms Baranov, who was a director of Bar Um between 31 March 2008 and 20 January 2009 and a director of MIBS between 23 September 2003 and 5 August 2006:
failed to take an active part in the management of Bar Um and MIBS;
failed to inform herself of all of the activities of Bar Um and MIBS; and
breached her duties as a director of Bar Um and MIBS by failing to take reasonable care and act diligently and in the best interests of the companies.
Mr Baranov and Ms Baranov have the right to appeal to the Administrative Appeals Tribunal for a review of ASIC's decision.
Bar Um and MIBS operated a commercial storage business in Little Collins Street, Melbourne in Victoria which involved the sale of lots in the storage facility and assignment of leases to those lots.
Under section 206F(1) of the Corporations Act 2001 ASIC may disqualify a person from managing corporations for up to 5 years if (within 7 years immediately before ASIC gives notice requiring the person to demonstrate why they should not be disqualified):
the person has been an officer of 2 or more corporations; and
while the person was an officer, or within 12 months after the person ceased to be an officer of those corporations, each of the corporations was wound up and a liquidator lodged a report under subsection 533(1) about the corporation’s inability to pay its debts.
During 30 June 2011 to 1 July 2012 ASIC disqualified 74 people from managing corporations.
On 26 November 2012 Mark Baranov appealed the decision by filing an application for review with the Administrative Appeals Tribunal. On 14 November 2013 Mr Baranov withdrew his application.