Petrol station moguls pay $2 million to creditors after empire collapses, land contaminated
A former director of Zoya Investments, Newcastle businessman Rizwan Rana. (Facebook)
In short:
The former directors of a collapsed company that leased petrol stations around the country have paid $2 million to creditors.
The deal was part of a settlement they negotiated with the liquidator, who had begun legal proceedings over untested claims of asset stripping from the company before it was shut down, something the directors have strenuously denied.
What's next?
One creditor, whose property was contaminated by petrochemicals, says he'll only get around 3 cents in the dollar of what he's owed.
A company that owned a network of petrol stations across Australia has struck a deal to repay a fraction of its debts arising from environmental contamination at a site earmarked for a local hospital, after its directors were accused of selling off the company's properties in the lead-up to its collapse.
The liquidator of Zoya Investments had claimed its former directors used company funds to purchase multi-million-dollar Sydney homes, while alleging other properties owned by the failed firm were sold to family members and other companies they directed shortly before it went under.
The allegations were part of Federal Court proceedings that were never tested and have since been dismissed after the liquidator accepted a settlement on behalf of the petrol company's creditors.
The ex-directors, Newcastle businessmen Rizwan Rana and Satwinder Singh, have strenuously denied any wrongdoing, saying that assets were sold to pay off the company's debts before it went bust, and that temporary company loans used to purchase residential homes were repaid.
Zoya Investments, which leased petrol stations across New South Wales, Queensland, Western Australia and South Australia, entered liquidation in April 2024.
Just a month prior, developer Seaforth Securities won a default judgment against the petrol business, with the NSW Supreme Court finding a service station in the Central Coast region of Kanwal was leaking into their property next door.
Mr Johnson says the Kanwal petrol station leaked into his land and turned it into an "unsaleable" asset. (ABC News: Shauna Foley)
Seaforth was awarded $9.3 million in damages after the court heard it had missed out on a lucrative deal to sell its land for a hospital to be built due to the contamination.
Seaforth was one of two major creditors left out of pocket from Zoya's collapse, with the Australian Tax Office also owed north of $4 million.
According to documents filed with the corporate regulator, after the liquidator lodged proceedings in the Federal Court in a bid to recoup funds on creditors' behalf, Zoya's directors offered to pay $2 million to settle Zoya's debts and have the case dismissed.
Seaforth director Bruce Johnson said this deal meant his company recently ended up with about 3 cents for every $1 it was owed.
Property owner Bruce Johnson is only getting back a fraction of the $9.3 million he is owed. (ABC News: Shauna Foley)
The liquidator accepted the settlement after considering potential defences that the directors could raise and the likelihood that protracted legal action would deplete the amount recoverable.
Mr Johnson said the settlement meant his business received only $300,000 for its debts, which is what was left after legal and liquidator fees were paid, and his land remained unusable.
"The land is still unsaleable as of today and maybe for the next two years," he said.
"The way I feel about the whole scenario of this is that we've been hard done by.
"I feel completely let down by the whole system. It's very unfair."
Wyong MP David Harris said the Kanwal petrol station was near "not only a residential area but also has a preschool and aged care facilities on the same street".
David Harris says the taxpayer has been left footing Zoya's bill. File photo. (AAP: Bianca De Marchi)
"I think there have to be serious consequences, otherwise there's no incentive really for people to do the right thing," he said.
"If it weren't for the fact that Mr Johnson had undertaken to rehabilitate his land, which was contaminated through nothing that he did wrong, then that whole site would still have been under contamination."
The Environmental Protection Authority also issued a $320,000 fine against the Kanwal petrol station in 2022, which was repaid a year later.
The now-defunct petrol station was sold to RAS Kanwal Group in 2023, which is also directed by Mr Rana and Mr Singh.
The EPA said RAS Kanwal Group was issued a clean-up notice in September 2024, and remedial work is underway.
Bruce Johnson's Seaforth company is owed $9.3 million, after winning a court judgment against Zoya for contaminating the land beside a Kanwal petrol station. (ABC News: Shauna Foley)
In a statement, Zoya's directors said the Kanwal property was already contaminated when they acquired it, and the contamination "was not caused by Zoya".
However, the NSW Supreme Court found Zoya had done "little to nothing" to address the leak after it was alerted in 2017.
"Zoya's behaviour demonstrates that it has been guilty of a conscious wrongdoing and a contumelious disregard of Seaforth's rights," the judgment said.
Rizwan Rana resigned as a director of Zoya one week before its collapse. (Facebook)
Settlement reached after liquidator agrees to drop case
Zoya's appointed liquidator, Mohammad Najjar of Vanguard Insolvency, began proceedings in the Federal Court in September seeking compensation for alleged breaches of directors' duties, insolvent trading, and unfair and voidable transactions.
According to documents filed with the Australian Securities & Investments Commission (ASIC), the liquidator estimated he could retrieve $8.7 million through the court action against the two men and their related entities.
As part of these proceedings, the liquidator successfully applied for a temporary order to freeze some of Mr Rana and Mr Singh's assets, along with those of several family members and associated companies.
These orders meant Mr Rana and Mr Singh were temporarily blocked from selling or using the proceeds of the sale of two personal properties.
One was Mr Rana's $10.5 million, six-bedroom, seven-bathroom mansion in the western Sydney suburb of Glenhaven, which he purchased in 2023 after moving from the coastal NSW town of Newcastle.
Mr Singh was prohibited from selling a $5.2 million home in the Sydney suburb of Bella Vista.
Both men have maintained that the company loans used to purchase these properties have been repaid.
Rizwan Rana purchased this Glenhaven property for $10.5 million using company funds. (Realestate.com.au)
The liquidator also alleged during the Federal Court proceedings that in the 18 months before Zoya went under, the business sold 14 properties in Western Australia, Queensland and New South Wales.
Of these, the liquidator alleged Mr Rana and Mr Singh sold six properties to other businesses they themselves directed or owned, while another five were transferred to a company directed by Mr Rana's brother-in-law, according to his affidavit.
These included two sales in March 2024, just a month before Zoya was shut down, in which the liquidator said it appeared that two properties in regional Queensland were sold for $1 each to QLD RAS Investments, of which Mr Rana and Mr Singh were co-directors.
In their appeal of Federal Court freezing orders, Mr Rana and Mr Singh argued they had sold the properties as part of a restructure to wipe Zoya's debt, successfully knocking off $10.7 million in mortgages.
They submitted that it was not properly brought to the court's attention when the freezing order was made.
They asserted that the company had sold the two Queensland properties for more than $1 and that the buyer had also assumed the existing mortgage obligations for those sites.
The directors also submitted that they had paid substantial amounts into Zoya and that "far from hiding assets, the evidence demonstrates that substantial funds were paid for the benefit of Zoya Investments".
Their appeal against the freezing order was dismissed, with the judge saying the liquidator's omissions in failing to draw attention to these facts were "inadvertent".
However, neither party's claims were tested in court because the case was dropped after the liquidator accepted the directors' $2 million settlement offer.
Rizwan Rana sold his Glenhaven property before the court action commenced, but was temporarily blocked from using the proceeds of its sale. (Realestate.com.au)
Mr Rana and Mr Singh declined an interview with the ABC.
In a statement via their lawyer, Mr Rana and Mr Singh reiterated that consideration was paid for the properties transferred out of Zoya prior to liquidation, including millions owed to a bank as secured liabilities.
They said they "continue to deny any and all allegations against them" and that the proceedings were dismissed.
"Zoya was impacted greatly by covid [sic] and also the operation of independent petrol stations, which resulted in the liquidation," the statement said.
"Our clients provided all information to the liquidator, although, for reasons unexplained, the liquidator proceeded with the action, which was resolved shortly after commencement".
New director appointed one week before company collapse
Business records show just a week before Zoya's collapse, the two men resigned as directors and handed the reins to a 28-year-old woman called Sania Sania.
She subsequently claimed to have "no knowledge" of the company's affairs, according to a report the liquidator filed to ASIC in July 2024.
In that report, Mr Najjar said he had asked for an explanation of why the former directors resigned and why Ms Sania was appointed.
"My searches indicate that Ms Sania does not own any real property in the states and territories of Australia," he wrote at the time.
"My investigations into the financial circumstances of the directors are ongoing."
Sania Sania could not be reached for comment.
Mr Rana and Mr Singh did not respond to the ABC's question about Ms Sania's appointment.
Data from 2023-24 released by the EPA show high concentrations of benzene on the property. (Supplied: Bruce Johnson)
Share transfers questioned
During his preliminary investigations, the liquidator also raised questions about the transfer of shares by Mr Rana and Mr Singh to family members.
In a creditor's briefing filed with ASIC in August last year, the liquidator alleged that Mr Rana and Mr Singh transferred their shares in other private companies to Mr Rana's sister and Mr Singh's wife "for no consideration".
"The shares may have significant value as the companies, whether directly or via their subsidiaries, own properties in NSW," the liquidator added.
"No explanation has been provided for the share transfers, and I consider that they prima facie constitute voidable alienations of property to defraud creditors."
Mr Rana and Mr Singh did not respond directly to the ABC's question about these transfers, but said they denied "that they acted in any way detrimental to Zoya Investments … or its creditors".
Underpayment concerns
This is not the first time Mr Rana has come to the attention of the media.
At its peak, his company, Rana Group (Aust) Pty Ltd, operated at least 27 petrol franchises across the country.
The Fair Work Ombudsman said that a letter of caution was issued over underpayment concerns.
The Rana Group ended up back-paying $18,367 to 20 staff in 2012.
The Fair Work Ombudsman told the ABC that during a 2015 audit, "minimal issues were detected and all were rectified".