Sculptor Finance v Media Development Authority: Extension of Time to Register Charges under Companies Act

In Sculptor Finance (MD) Ireland Ltd v Media Development Authority of Singapore, the High Court of Singapore addressed an application by Sculptor Finance for an extension of time to register charges under the Companies Act. The Media Development Authority of Singapore, a creditor of RGM Group Pte Ltd, opposed the application. Tay Yong Kwang J granted the application, ordering costs to be borne by RGM Group Pte Ltd and RGM Media (Singapore) Pte Ltd, and allowing the liquidator to apply to set aside the orders in the event of winding up. The court considered the grounds of inadvertence and the just and equitable nature of granting relief.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application granted with costs to be borne by RGM Group Pte Ltd and RGM Media (Singapore) Pte Ltd. Liquidator of RGPL and/or RMSPL is at liberty to apply to set aside the orders within 12 weeks of his appointment.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Sculptor Finance sought an extension to register charges. The court granted the extension, considering inadvertence and equitable grounds, subject to potential review.

1.7 Decision Date

23 January 2013

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Media Development Authority of Singapore	Respondent	Statutory Board	Application opposed	Lost	Kenneth Lim Tao Chung of Allen & Gledhill LLP Cai Chengying of Allen & Gledhill LLP Goh Zhuo Neng of Allen & Gledhill LLP
Sculptor Finance (MD) Ireland Ltd	Applicant	Corporation	Application granted	Won	Mohan Gopalan of Drew & Napier LLC Blossom Hing of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Tay Yong Kwang	Judge	Yes

4. Counsels

Counsel Name	Organization
Kenneth Lim Tao Chung	Allen & Gledhill LLP
Cai Chengying	Allen & Gledhill LLP
Goh Zhuo Neng	Allen & Gledhill LLP
Mohan Gopalan	Drew & Napier LLC
Blossom Hing	Drew & Napier LLC

4. Facts

Sculptor Finance sought an extension of time to register charges created by RGM Group Pte Ltd and RGM Media (Singapore) Pte Ltd.
The Media Development Authority of Singapore, a creditor of RGM Group Pte Ltd, opposed the application.
The charges were created on 3 August 2011 but were not registered within the required 30 days.
Sculptor Finance claimed ignorance of the requirement for registration in Singapore law.
The court considered the grounds of inadvertence and the just and equitable nature of granting relief.
Winding up of RGPL was a real possibility.
The Applicant delayed for about two months before commencing OS 713.

5. Formal Citations

Sculptor Finance (MD) Ireland Ltd v Media Development Authority of Singapore, Originating Summons No 713 of 2012/P, [2013] SGHC 23

6. Timeline

Date	Event
2011-08-03	Deed of Charge dated
2011-08-01	Between August and December 2011, Sculptor Entities subscribed for convertible bonds issued by ONEL
2011-09-02	Deadline for registering the Charges with ACRA
2012-05-01	Applicant appointed Singapore lawyers and discovered the need to register the Charges
2012-06-27	ONEL announced board approval for disposal of interest in RGPL to Special Solutions Pty Ltd
2012-07-26	Applicant filed OS 713 seeking orders for extension of time to register the Charges
2012-09-28	ONEL sought leave to withdraw OS 421, which was granted
2012-09-28	Creditor filed a winding-up application against RGPL
2012-10-05	Hearing date
2013-01-24	Decision Date

7. Legal Issues

Extension of time to register charges
- Outcome: The court granted the extension of time to register the charges, subject to the liquidator's right to apply to set aside the registration in the event of winding up.
- Category: Substantive
- Sub-Issues:
  - Inadvertence
  - Just and equitable grounds
- Related Cases:
  - [1990] 1 Ch 227
  - (1901) 18 TLR 37 (Ch D)
  - [1996] 1 WLR 993 (Ch)
  - [1949] 1 Ch 138
  - [1999] SGHC 236
  - [1935] WN 15 (Ch D)
  - [1983] 1 Ch 132
  - [1983] 1 Ch 110
  - [1989] 1 Ch 54
  - [1998] 1 SLR(R) 778
  - [2010] 3 SLR 82
  - [2001] 6 MLJ 330

8. Remedies Sought

Extension of time for lodgement of the Charges
Rectification of the omission to register the Charges

9. Cause of Actions

Application for extension of time to register charges under s 137 of the Companies Act

10. Practice Areas

Commercial Litigation
Insolvency
Company Law

11. Industries

Finance
Media

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
In re Barrow Borough Transport Ltd	Not specified	Yes	[1990] 1 Ch 227	England and Wales	Cited for the principle that an application for an extension of time to register a charge is not considered 'proceedings against the company or its property'.
In Re The Mendip Press (Limited)	Chancery Division	Yes	(1901) 18 TLR 37 (Ch D)	England and Wales	Cited to support the argument that ignorance of the requirement for registration amounts to 'inadvertence'.
Re Heathstar Properties Ltd	Chancery Division	Yes	[1996] 1 WLR 993 (Ch)	England and Wales	Cited to support the argument that ignorance of the requirement for registration amounts to 'inadvertence'.
In re Kris Cruisers Limited	Not specified	No	[1949] 1 Ch 138	England and Wales	Cited and distinguished regarding the explanation for omitting to register charges.
PD Manufacturing International Pte Ltd v ING Bank NV	High Court	No	[1999] SGHC 236	Singapore	Cited and distinguished regarding the explanation for omitting to register charges.
In re LH Charles & Company Ltd	Chancery Division	Yes	[1935] WN 15 (Ch D)	England and Wales	Cited as an example where an order was granted even though a notice had been sent out to all members to convene a meeting regarding the winding up of the company.
In re Resinoid & Mica Products Ltd	Not specified	No	[1983] 1 Ch 132	England and Wales	Cited as an example where the court refused to grant similar orders due to the fact that winding up was imminent and the chargees failed to register the charge even after the loan in question had been in default for almost 20 months.
In Re Ashpurton Estates Ltd	Court of Appeal	No	[1983] 1 Ch 110	England and Wales	Cited as an example where the court refused to grant similar orders due to the imminence of the winding up and the conduct of the applicant.
Re Braemar Investments Ltd	Not specified	Yes	[1989] 1 Ch 54	England and Wales	Cited for the principle that the fact of imminent liquidation does not necessarily preclude the court from granting an extension of time.
Ng Wei Teck Michael v Oversea-Chinese Banking Corp Ltd	Not specified	Yes	[1998] 1 SLR(R) 778	Singapore	Cited for the principle that section 131 of the Companies Act, which voids unregistered charges, does not come into play if there is no winding up.
Power Knight Pte Ltd v Natural Fuel Pte Ltd	Not specified	Yes	[2010] 3 SLR 82	Singapore	Cited for the principle that section 131 of the Companies Act, which voids unregistered charges, does not come into play if there is no winding up.
Re Public Bank Bhd	Not specified	No	[2001] 6 MLJ 330	Malaysia	Cited regarding the explanation for omitting to register charges.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
s 137 of the Companies Act	Singapore
s 131 of the Companies Act	Singapore
s 132 of the Companies Act	Singapore
s 227C of the Companies Act	Singapore
Media Development Authority of Singapore Act (Cap. 172)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Charges
Extension of time
Registration
Inadvertence
Just and equitable
Winding up
Liquidator
Companies Act
Creditor

15.2 Keywords

Companies Act
Registration of charges
Extension of time
Inadvertence
Just and equitable
Winding up

17. Areas of Law

Area Name	Relevance Score
Registration of Charges	70
Company Law	70
Extension of Time	60
Bankruptcy	60
Contract Law	50
Commercial Disputes	40
Arbitration	30

16. Subjects

Company Law
Registration of Charges
Extension of Time