Standard Chartered Bank (Singapore) Ltd v Construction Professional Resources Pte Ltd

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 18 July 2019
• Neutral Citation: [2019] SGHC 168
• Court: High Court (Singapore)
• Docket Number: Companies Winding Up No 307 of 2018 (Summons No 2586 of 2019)
• Published date: 24 July 2019
• Year: 2019
• Hearing Date: 04 July 2019,16 July 2019
• Plaintiff Counsel: Timothy Ang Wei Kiat (Rajah & Tann Singapore LLP)
• Defendant Counsel: Sankar s/o Kailasa Thevar Saminathan (Sterling Law Corporation)
• Subject Matter: Companies,Winding up,Setting aside winding-up order
• Citation: [2019] SGHC 168

Choo Han Teck J:

The defendant, Construction Professional Resources Pte Ltd, was a company incorporated on 3 March 2010 and had carried on the business of building construction and consultancy services. It was indebted to the plaintiff, Standard Chartered Bank (Singapore) Limited, who obtained an order of court on 10 May 2019 winding up the defendant company on account of the unpaid debt, and liquidators were appointed accordingly to carry out the liquidation of the defendant.

On 4 July 2019, Mr Sankar, counsel for the defendant, applied to have the winding-up order stayed sine die on the grounds that the debt had since been paid and the plaintiff has no objection to the stay of the winding-up order.

Mr Sankar relies on the case of Interocean Holdings Group (BVI) Ltd v Zi-Techasia (Singapore) Pte Ltd (in liquidation) [2014] 2 SLR 485 (“Interocean”), for the proposition that a company, once wound up, cannot have the winding-up order rescinded or set aside, and that the only recourse is to stay the order permanently. There, the court held at [16]:

In Singapore, a winding-up order once perfected is one of those strange creatures that cannot be set aside or revoked. At least, there is no express provision in the Act permitting this.

The court in Interocean cited the judgment of Gillard J in Krextile Holdings Pty Ltd v Widdows; Re Brush Fabrics Proprietary Limited [1974] VR 689 (“Krextile”) on s 243 of the Companies Act 1961 (No 6839 of 1961) (Victoria), which is in pari materia with s 279 of our Companies Act (Cap 50, 2006 Rev Ed). In particular, it cited the following passage explaining the solution preferred by that court and endorsed by the court in Interocean:

Although the important and operative expression in s 243 contains a reference to ‘proceedings’, in my view, the word is not limited merely to applications to the Court, or to any proceedings that must be brought to the Court under the [Companies Act 1961 (Victoria)] in relation to a winding up. In my opinion, all the matters that flow directly from or are invoked by the making of an order as part of the process of winding up under the provisions of the [Companies Act 1961] (Victoria)] are ‘proceedings in relation to the winding up’. It is the performance or observance of all the statutory powers and duties indicated about which are comprehended within the expression ‘all proceedings in relation to the wining up’.

Accordingly, if an order were made under s 243 of the [Companies Act 1961 (Victoria)] it would be the process of winding up referred to in the various statutory consequences set out above and which directly flow from the making of the order that would be stayed. The Court, of course, is not empowered to revoke or recall its order once...