Re Ng Huat Foundations Pte Ltd

CourtHigh Court (Singapore)
JudgeLai Kew Chai J
Judgment Date24 June 2005
Neutral Citation[2005] SGHC 112
Citation[2005] SGHC 112
Published date24 June 2005
Plaintiff CounselJustin Chan Yew Loong (Tito Isaac and Co)
Defendant CounselRonald Choo Han Woon (Rajah and Tann),Ang Keng Ling (Khattar Wong and Partners)
Subject MatterCompanies,Schemes of arrangement,Application to convene creditors' meeting to consider scheme of arrangement and stay of legal proceedings pending meeting,Opposing creditors representing more than one-fourth in value of creditors,Material non-disclosure by applicant,Whether application should be granted,Section 210 Companies Act (Cap 50, 1994 Rev Ed)

24 June 2005

Lai Kew Chai J:

1 In this originating summons, Ng Huat Foundations Pte Ltd (“the applicant”) applied under s 210 of the Companies Act (Cap 50, 1994 Rev Ed) (“the Act”) for an order that it be at liberty to convene a meeting for the purpose of considering a scheme of arrangement proposed by the applicant to its creditors. The applicant also asked for an order, which is usual in such applications, that no proceedings in any action be taken against it or continued from the date of the order to be made until the holding of the meeting of the creditors pursuant to s 210(1) of the Act. At the conclusion of the hearing, I dismissed the application with costs fixed at $750 each for the two creditors which had appeared at the hearing to oppose the application. I understand that the applicant has been wound up on 25 February 2005. Brief grounds are nevertheless set out.

2 The applicant was incorporated in Singapore in 1995 with a paid-up capital of $80,000. Its business was to undertake construction and engineering works, especially foundation works such as micropiling, bored and conventional piling. It was part of the Ng Huat group of companies (“the Ng Huat group”), comprising the applicant, Ng Huat Engineering Pte Ltd, Ng Huat Construction Pte Ltd, NHE Heavy Equipment Pte Ltd and Ng Huat Investment Pte Ltd. Ng Huat Engineering Pte Ltd was at the material time under judicial management. NHE Heavy Equipment Pte Ltd was in liquidation. The Ng Huat group was run principally by Tony Ng and his wife, Mdm Lee Ah Poh. Tony Ng was an undischarged bankrupt.

3 The total liabilities of the applicant amounted to approximately $1.3m and its total assets amounted to approximately $44,000.00.

4 Under the proposed scheme, the applicant would procure to be paid to each unrelated scheme creditor 35% of the outstanding owed, payable by staggered instalments over seven months and ten days.

5 It should be highlighted that the proposed scheme was entirely dependent on funds to be injected or procured by Mdm Lee Ah Poh.

6 Both counsel who appeared for the two creditors opposing the application informed the court that a bankruptcy petition in Bankruptcy Suit No 4855 of 2004 had been presented against Mdm Lee Ah Poh. It was fixed for hearing on the day following the hearing before me. Counsel for the applicant told me that he was instructed that Mdm Lee would be able to fund the first three payments. However, it was indicative of the candour of the applicant and/or Mdm...

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9 cases
  • The Royal Bank of Scotland NV v TT International Ltd
    • Singapore
    • Court of Three Judges (Singapore)
    • 31 Enero 2012
    ...Corp Ltd, Re [1968] 1 NSWR 759 (folld) Milverton Group Ltd v Warner World Ltd [1995] 2 EGLR 28 (folld) Ng Huat Foundations Pte Ltd, Re [2005] SGHC 112 (folld) Norfolk Island And Byron Bay Whaling Co Ltd, Re (1969) 90 WN (Pt 1) (NSW) 351 (refd) Oriental Insurance Co Ltd, The v Reliance Natio......
  • Re Pacific Andes Resources Development Ltd and other matters
    • Singapore
    • High Court (Singapore)
    • 27 Septiembre 2016
    ...(folld) Magyar Telecom BV, Re [2015] 1 BCLC 418 (Ch) (distd) Metinvest BV, Re [2016] EWHC 79 (Ch) (refd) Ng Huat Foundations Pte Ltd, Re [2005] SGHC 112 (refd) Opti-Medix Ltd, Re [2016] 4 SLR 312 (refd) Oriental Inland Steam Co, Re; ex p Scinde Railway Co (1874) LR 9 Ch App 557 (refd) Proje......
  • Re IM Skaugen SE and other matters
    • Singapore
    • High Court (Singapore)
    • 27 Noviembre 2018 at that stage, the court had to be satisfied that it would not be futile to call the scheme meeting (Re Ng Huat Foundations Pte Ltd [2005] SGHC 112 (“Re Ng Huat”) at [9]; The Royal Bank of Scotland NV and others v TT International Ltd and another appeal [2012] 2 SLR 213 at [64]). Second,......
  • Re: Empire Capital Resources Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 19 Febrero 2018
    ...approval, the court should not act in vain in granting the application for meetings to be convened: see Re Ng Huat Foundations Pte Ltd [2005] SGHC 112 at [9]. This is something that the applicant’s solicitors and the proposed scheme manager should take into account prior to making an applic......
  • Request a trial to view additional results
3 books & journal articles
    • Singapore
    • Singapore Academy of Law Journal Nbr. 2020, December 2020
    • 1 Diciembre 2020
    ...40 The Royal Bank of Scotland NV v TT International Ltd [2012] 2 SLR 213 at [64], approving on this point Re Ng Huat Foundations Pte Ltd [2005] SGHC 112 at [9]. 41 Which when added to the debt of the opposing nominated subcontractors grew to 46.9% of the total scheme debt. 42 Leadmont Devel......
  • Securities and Financial Services Regulation
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2021, December 2021
    • 1 Diciembre 2021
    ...SLR(R) 629; Re Econ Corp Ltd [2004] 1 SLR(R) 273; Re Horizon Knowledge Solutions Pte Ltd [2004] SGHC 270; Re Ng Huat Foundations Pte Ltd [2005] SGHC 112; Pathfinder Strategic Credit LP v Empire Capital Resources Pte Ltd [2019] 2 SLR 77. 34 Tan Nai Lun, “US Bankruptcy Court Confirms EHT's Ch......
  • Insolvency Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2005, December 2005
    • 1 Diciembre 2005
    ...jettisoned and replaced by a better conceived and more thoughtful mechanism. Schemes of arrangement 14.63 Re Ng Huat Foundations Pte Ltd [2005] SGHC 112 is a timely reminder that a company seeking a court order to convene a creditors” meeting to consider a scheme of arrangement has the burd......

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