Re Win-Win Aluminium Systems: Application for Scheme of Arrangement under Companies Act

Win-Win Aluminium Systems Pte Ltd applied to the High Court of Singapore under section 210 of the Companies Act for permission to convene a meeting of creditors to approve a scheme of arrangement. The application was opposed by Tavica Design Pte Ltd, a creditor involved in ongoing arbitration with Win-Win Aluminium. The court conditionally granted the application, requiring Win-Win Aluminium to provide security or pay outstanding costs to Tavica. The court raised concerns about the exclusion of contingent creditors from the scheme and the potential for the arbitration dispute to be transferred to the court.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application conditionally granted, requiring the company to provide security or pay the outstanding costs to Tavica Design Pte Ltd.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Win-Win Aluminium seeks to convene a creditors' meeting for a scheme of arrangement. The court imposed a condition for the application.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Re Win-Win Aluminium Systems Pte LtdApplicantCorporationApplication conditionally grantedPartial
Tavica Design Pte LtdRespondentCorporationOpposition partially successfulPartial

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudgeYes

4. Counsels

Counsel NameOrganization
Edwin LeeEldan Law LLP
Marina Chin Li YuenM/s Tan Kok Quan Partnership
Jean TanM/s Tan Kok Quan Partnership

4. Facts

  1. Win-Win Aluminium applied for permission to convene a creditors' meeting for a scheme of arrangement.
  2. Tavica Design opposed the application, claiming Win-Win Aluminium owed them over $1.8 million.
  3. Win-Win Aluminium commenced arbitration against Tavica to recover $1.813 million.
  4. Tavica commenced winding up proceedings against Win-Win Aluminium.
  5. Leck Kim Koon, a former director, agreed to lend Win-Win Aluminium up to $115,000 for litigation costs.
  6. Win-Win Aluminium owes its creditors more than $4 million and hopes to recover $1.9 million from Tavica.
  7. The company does not wish to include contingent creditors in its list of creditors.

5. Formal Citations

  1. Re Win-Win Aluminium Systems Pte Ltd, Originating Summons No 803 of 2010, [2010] SGHC 297
  2. CA No. 57 of 2010, , CA No. 57 of 2010
  3. CWU No. 94 of 2010, , CWU No. 94 of 2010

6. Timeline

DateEvent
Win-Win Aluminium Systems Pte Ltd incorporated.
Letter of award finalised and signed for subcontract works.
Arbitration proceedings commenced against Tavica Design Pte Ltd.
Excalibur project completed.
Tavica Design Pte Ltd issued a statutory demand for $240,650.95.
Win-Win Aluminium Systems Pte Ltd filed appeal CA No. 57 of 2010.
Tavica Design Pte Ltd commenced winding up proceedings against Win-Win Aluminium Systems Pte Ltd in CWU No. 94 of 2010.
Hearing of CWU 94.
Decision date of the application.
Next pre-trial conference scheduled.

7. Legal Issues

  1. Scheme of Arrangement
    • Outcome: The court conditionally granted the application to convene a meeting of creditors for the scheme of arrangement.
    • Category: Substantive
  2. Winding Up
    • Outcome: The winding up proceedings were stayed pending the outcome of the scheme of arrangement application.
    • Category: Procedural
  3. Contingent Creditors
    • Outcome: The court raised concerns about the exclusion of contingent creditors from the scheme of arrangement.
    • Category: Substantive

8. Remedies Sought

  1. Order to convene a meeting of creditors for a scheme of arrangement
  2. Stay of all proceedings against the company

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Insolvency
  • Commercial Litigation
  • Arbitration

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Excalibur Land (S) Pte Ltd v Win-Win Aluminium Systems Pte LtdHigh CourtYesSuit No. 538 of 2001SingaporeJudgment for $151,041.01 was given against the company.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
section 210 of the Companies ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Scheme of arrangement
  • Winding up
  • Creditors
  • Arbitration
  • Contingent creditors
  • Security for costs

15.2 Keywords

  • Scheme of arrangement
  • Winding up
  • Creditors meeting
  • Arbitration
  • Companies Act
  • Insolvency

17. Areas of Law

Area NameRelevance Score
Scheme of Arrangement90
Insolvency Law85
Winding Up80
Company Law75
Arbitration70
Bankruptcy60
Commercial Disputes50
Contract Law40

16. Subjects

  • Insolvency
  • Corporate Law
  • Arbitration