Lau Yu Man v Wellmix Organics: Winding Up Application Under Companies Act

Lau Yu Man filed an application to wind up Wellmix Organics (International) Pte Ltd under sections 254(1)(c) and (i) of the Companies Act. The High Court, presided over by Justice Lee Seiu Kin, adjourned the winding up application, granting the company time to rectify breaches of the Companies Act, including filing audited accounts and addressing previous non-compliance. The court reserved the costs of the winding up application.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application for winding up adjourned with conditions for the defendant company to rectify breaches of the Companies Act.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Application to wind up Wellmix Organics. The court adjourned the winding up application, allowing the company to rectify breaches of the Companies Act.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lau Yu ManApplicantIndividualApplication adjournedNeutral
Wellmix Organics (International) Pte LtdRespondentCorporationApplication adjournedNeutral

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudgeYes

4. Counsels

Counsel NameOrganization
Ajinderpal SinghRodyk & Davidson
Philip JeyaretnamRodyk & Davidson
Zulkarnain Abdul RahimRodyk & Davidson
Elizabeth YeoRodyk & Davidson
Wong Tjen WeeRajah & Tann
Edwin LeeRajah & Tann

4. Facts

  1. Lau filed an application to wind up the Company under s 254(1)(c) and (i) of the Companies Act.
  2. The Company's principal business was the sale of fertiliser purchased from the Wellmix Group.
  3. Lau owns 10% of the Company's shares, with the majority owned by Lai Shit Har.
  4. The Company had not conducted any business after 31 December 2000.
  5. The Company commenced an action against CUDL in 2000, which was later discontinued.
  6. The Company commenced Suit No 642/2001 against Lau for breach of duties as director.
  7. The court scheduled a one-week trial to commence from 30 August 2004, but this was vacated and rescheduled to 4 July 2005 for two weeks.

5. Formal Citations

  1. Lau Yu Man v Wellmix Organics (International) Pte Ltd, CWU 110/2006, SUM 4564/2006, [2007] SGHC 96

6. Timeline

DateEvent
Company incorporated
Company ceased conducting business
Company filed a notice of discontinuance in Suit No 600041/2000
Suit No 642/2001 filed against Lau Yu Man
Court scheduled a one-week trial to commence from 30 August 2004
Originating Summons No 2173/2005 granted
Lau filed Summons No 3450/2006 for security for costs, further discovery and proof of authority to commence the suit
Accountant appointed to conduct inspection
Assistant Registrar ordered that the action be stayed pending production by the Company of ratification of the action
Plaintiff filed this application to wind up the defendant company
Company appealed against the order
Submissions heard
Submissions heard
Orders made to adjourn the winding up application
Lau filed an appeal against the decision
Decision Date

7. Legal Issues

  1. Suspension of Business
    • Outcome: The court found that the company had suspended its business for more than one year, meeting the condition under s 254(1)(c) of the Companies Act, but exercised its discretion to adjourn the winding up application.
    • Category: Substantive
  2. Just and Equitable Winding Up
    • Outcome: The court considered whether it was just and equitable to wind up the company, taking into account the interests of the parties and the potential suppression of a claim by the company. The court ultimately adjourned the application.
    • Category: Substantive

8. Remedies Sought

  1. Winding Up

9. Cause of Actions

  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • Fertilizer

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Section 254(1)(c) of the Companies Act (Cap 50, 2006 Rev Ed)Singapore
Section 254(1)(i) of the Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding Up
  • Companies Act
  • Suspension of Business
  • Just and Equitable
  • Breach of Fiduciary Duty
  • Fertiliser
  • Shareholder
  • Director
  • Audited Accounts

15.2 Keywords

  • winding up
  • companies act
  • suspension of business
  • just and equitable
  • breach of fiduciary duty
  • fertiliser
  • shareholder
  • director

17. Areas of Law

Area NameRelevance Score
Winding Up90
Company Law75
Commercial Disputes50

16. Subjects

  • Company Law
  • Insolvency