Re Raffles Town Club Pte Ltd

• Jurisdiction: Singapore
• Judge: Kan Ting Chiu J
• Judgment Date: 22 September 2005
• Neutral Citation: [2005] SGHC 178
• Court: High Court (Singapore)
• Year: 2005
• Published date: 26 September 2005
• Plaintiff Counsel: Molly Lim SC and Roland Tong (Wong Tan and Molly Lim LLC)
• Defendant Counsel: K Shanmugam SC, Andrew Chan, M Reza and Candace Ler (Allen and Gledhill)
• Subject Matter: Companies,Receiver and manager,Appointment,Schemes of arrangement,Whether appointment of receiver and manager necessary for making of informed decision on proposed scheme of arrangement
• Citation: [2005] SGHC 178

22 September 2005

Kan Ting Chiu J:

1 After I heard and disposed of the application on 8 September 2005 ([2005] SGHC 173), I heard further arguments at the request of the litigant-members.

2 At the conclusion of the further hearing on 19 September 2005, I confirmed my orders of 8 September. I will set out the developments following 8 September 2005.

3 On 8 September 2005, the solicitors for the litigant-members wrote for leave to make further arguments on the entire application. On 9 September, they wrote again to state that there was a change of position, and that they were not proceeding with prayers 1, 2 and 3 of the application for a stay of my orders made on 31 August 2005 in Summons in Chambers No 4437 of 2005 for the convening of the meeting under s 210 of the Companies Act (Cap 50, 1994 Rev Ed) and for the stay of other proceedings in the meantime, and that they would proceed with the other applications:

(a) to appoint a special receiver and manager for the Club for two months with powers:

(i) to ascertain the true current financial position of [the Club], including but not limited to its assets and liabilities;

(ii) to ascertain how the funds, receipts and income earned by [the Club] in the past years since 2001 were used;

(iii) to inspect the documents, books and accounting records of [the Club], including but not limited to accounting records (both hard and soft copies), bank records, statutory books, minutes, membership lists, correspondence and such other relevant documents and to take copies thereof;

(iv) to ascertain, after determining the true financial position of [the Club] as regards its assets and liabilities, whether [the Club] is able to meet the claims of the 4,895 [litigant-members] and if not, whether the Scheme of Arrangement as proposed by [the Club] can be improved and/or varied in light of [the Club’s] current financial position and performance;

(v) to prepare a report on the above and for submission to Court with copies extended to the solicitors for [the Club] and the 4,895 [litigant-members] within 2 weeks after the expiration of the Interim Period;

and presumably also the powers as well as the duties of a receiver, since the application is for the appointment of a special receiver and manager;

(b) for an order to restrain the Club from “dealing with, disposing and/or charging” any of its assets; and

(c) for liberty to apply to examine the officers and directors of the Club.

4 The basis of the applications...