Re Lion City Holdings Pte Ltd

JurisdictionSingapore
CourtHigh Court (Singapore)
JudgeTay Yong Kwang J
Judgment Date27 February 2003
Neutral Citation[2003] SGHC 43
Citation[2003] SGHC 43
Subject MatterWinding up,Whether order for examination should be discharged because director claimed he had made full disclosure,Insolvency Law,Liquidator's entitlement to information,Liquidator,Order to examine director pursuant to s 285 of Companies Act (Cap 50, 1994 Rev Ed),Court's discretionary power to order examination,Order for examination
Date27 February 2003
Docket NumberCompanies Winding Up No 14 of 2000;
Defendant CounselLionel Tay and Paul Ng
Plaintiff CounselLoh Wai Mooi and Rowena Chew (Bih Li & Lee)
Published date07 October 2003

1 The applicant, Asad Jumabhoy, is the former managing director of Lion City Holdings Pte Ltd (‘the company’) which was ordered to be wound up on 24 March 2000. The respondents to this application are the liquidators of the company, Mick Aw Cheok Huat and Christopher Bruce Johnson both of Moore Stephens, a firm of Certified Public Accountants.

2 On 23 January 2002, the liquidators applied by ex parte Summons-in-Chambers No. 600131 of 2002 pursuant to section 285 Companies Act for the following orders:

“1. The liquidators be at liberty to examine Asad Jumabhoy on issues concerning the promotion, formation, trade dealings, affairs or property of the company;

2. Asad Jumabhoy be ordered, if necessary for the purpose of the examination to produce all books, correspondence and documents in his custody, power or control as may be required for the purpose of the examination; and

3. The cost of this application be paid out of the company’s assets”.

The application came up for hearing on 1 February 2002 and was adjourned to a date to be fixed. On 18 April 2002, the liquidators commenced Suit No. 450 of 2002 against Asad, his father and his brother for breach of fiduciary duty as directors/former directors of the company, claiming an account of profits and damages to be assessed. The statement of claim has not been filed. On 23 April 2002, Rajendran J granted an order in terms of all three prayers in the liquidators’ application set out above and directed that the examination be held before a District Judge but not in open court.

3 On 5 June 2002, the liquidators discharged their former solicitors and appointed the present solicitors to act for them.

4 On 9 October 2002, the solicitors for the liquidators and the solicitors for Asad attended before an Assistant Registrar sitting in her capacity as a District Judge. The examination was adjourned after Asad’s solicitors informed the District Judge that they might be taking out an application to vary the order made by Rajendran J. The District Judge also directed the liquidators’ solicitors to serve a list of questions for Asad’s response should the said order stand.

5 On 23 October 2002, Asad’s solicitors took out this application seeking to set aside, discharge, vary or modify the order of 23 April 2002 and asking that the costs of and incidental to the application be paid by the liquidators to Asad.

Asad's arguments

6 Asad, in his affidavit of 23 October 2002, stated that he had co-operated with the liquidators and answered their queries to the best of his ability through the many letters exchanged between them. His answers at the examination would be no different from what he had already stated in writing. It appeared to him that his answers had not been useful enough for the liquidators in their claim against him which had already been quantified at for more than $11 million.

7 Further, the liquidators had or ought to have sufficient information of the company’s affairs from him or from the other directors. They obtained the Statement of Affairs from one of the directors (Yusuf Jumabhoy) soon after the winding up but waited almost two years before taking out the application for examination. The liquidators have not explained this delay. The liquidators issued a letter of demand against Asad based on the information provided by that director and then commenced action in Suit No. 450 of 2002.

8 The action commenced by the liquidators on 18 April 2002 was not disclosed to the Court on 23 April 2002 when their ex parte application for examination was heard. No statement of claim was filed in that action and the writ of summons was not served. Its validity has expired. The liquidators were using section 285 Companies Act to buttress their case and to gain an unfair advantage over Asad. It was not a case of prudent liquidators seeking information on whether to sue. Instead, it was a fishing expedition to seek admissions and to obtain...

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6 cases
  • Liquidator of W&P Piling Pte Ltd v Chew Yin What and Others
    • Singapore
    • High Court (Singapore)
    • 28 Mayo 2004
    ...the knowledge of the company and to educate the liquidator on relevant issues. 38 Tay Yong Kwang J in Re Lion City Holdings Pte Ltd [2003] 3 SLR 493 at [18] rightly It would be wrong to discharge the order for examination simply on the basis that [the director] asserted he had already discl......
  • Pricewaterhouse Coopers LLP v Celestial Nutrifoods Ltd
    • Singapore
    • Court of Three Judges (Singapore)
    • 8 Abril 2015
    ...[2004] 1 SLR 671 (distd) Ling Kee Ling v Leow Leng Siong [1995] 2 SLR (R) 36; [1996] 2 SLR 438 (refd) Lion City Holdings Pte Ltd, Re [2003] 3 SLR (R) 493; [2003] 3 SLR 493 (folld) Mid East Trading Ltd, Re [1998] BCC 726 (folld) Nasco Gem, The [2014] 2 SLR 63 (folld) New China Hong Kong Grou......
  • Sinfeng Marine Services Pte Ltd v Taylor, Joshua James and another and other appeals
    • Singapore
    • Court of Three Judges (Singapore)
    • 9 Octubre 2020
    ...affairs, the respondents would have been entitled to challenge his professed lack of knowledge (see Re Lion City Holdings Pte Ltd [2003] 3 SLR(R) 493 at [18]). But this is not the case here. Secondly, the respondents had also learnt, from the information provided in Mr Lim Pong’s Statutory ......
  • BNY Corporate Trustee Services Ltd v Celestial Nutrifoods Ltd
    • Singapore
    • High Court (Singapore)
    • 6 Agosto 2014
    ...Korea Asset Management Corp v Daewoo Singapore Pte Ltd [2004] 1 SLR (R) 671; [2004] 1 SLR 672 (distd) Lion City Holdings Pte Ltd, Re [2003] 3 SLR (R) 493; [2003] 3 SLR 493 (refd) Liquidator of W&P Piling Pte Ltd v Chew Yin What [2004] 3 SLR (R) 164; [2004] 3 SLR 164 (folld) Rolls Razor Ltd ......
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