Export-Import Bank of India v Surya Pharmaceutical: Winding Up Application & Corporate Insolvency
The High Court of Singapore heard an application by Export-Import Bank of India to wind up Surya Pharmaceutical (Singapore) Pte Ltd on the grounds of insolvency. The bank claimed Surya Pharmaceutical was unable to pay its debts related to a loan agreement. Surya Pharmaceutical resisted, arguing that India was the more appropriate forum and that it was not insolvent. The court dismissed the winding up application, citing the ongoing insolvency proceedings involving Surya Pharmaceutical's parent company in India and the interconnectedness of the parties' dealings. The court ordered that the provisional liquidators were to remain for four weeks until 11 September 2015 or further order. On 10 September 2015, the court discharged the provisional liquidators from their appointment.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff’s application to wind up the defendant dismissed.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court dismissed Export-Import Bank of India's application to wind up Surya Pharmaceutical due to ongoing insolvency proceedings in India.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Export-Import Bank of India | Plaintiff | Corporation | Application dismissed | Lost | Oon Thian Seng |
| Surya Pharmaceutical (Singapore) Pte Ltd | Defendant | Corporation | Application dismissed | Won | Darshan Singh Purain |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | J | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Oon Thian Seng | Oon & Bazul LLP |
| Darshan Singh Purain | Darshan & Teo LLP |
4. Facts
- The plaintiff, Export-Import Bank of India, sought to wind up the defendant, Surya Pharmaceutical (Singapore) Pte Ltd.
- The plaintiff claimed the defendant was unable to pay its debts, totaling US$9,544,441.89 and Rs199,714,270.96.
- The debt stemmed from a Dollar Loan Agreement where the plaintiff loaned US$15m to the defendant.
- The defendant defaulted on the loan, with approximately US$11m outstanding.
- The defendant's parent company, Surya Pharmaceutical Limited (SPL), was undergoing corporate debt restructuring in India.
- SPL registered itself under the Sick Industrial Companies (Special Provisions) Act 1985 in India.
- The plaintiff served a statutory demand on the defendant, which the defendant failed to repay.
5. Formal Citations
- Export-Import Bank of India v Surya Pharmaceutical (Singapore) Pte Ltd, Companies Winding Up No 82 of 2014, [2015] SGHC 258
6. Timeline
| Date | Event |
|---|---|
| Export-Import Bank of India established under the Export-Import Bank of India Act (No 28 of 1981). | |
| Plaintiff and defendant entered into a Dollar Loan Agreement. | |
| SPL and other financial institutions entered into a Master Restructuring Agreement in India. | |
| Corporate debt restructuring scheme declared to have failed. | |
| SPL registered itself under the Sick Industrial Companies (Special Provisions) Act 1985 in India. | |
| Plaintiff’s solicitors issued a letter of demand to the defendant and its corporate and personal guarantors. | |
| Plaintiff issued a statutory demand for US$9,544,441.89 and Rs199,714,270.96. | |
| Plaintiff filed an application for the defendant to be wound up. | |
| Woo Bih Lih J appointed provisional liquidators. | |
| Court discharged the provisional liquidators from their appointment. | |
| High Court dismissed the plaintiff’s application to wind up the defendant. |
7. Legal Issues
- Insolvency
- Outcome: The court found that the defendant was unable to pay its debts, but ultimately dismissed the winding up application.
- Category: Substantive
- Sub-Issues:
- Inability to pay debts
- Failure to rebut presumption of insolvency
- Appropriate Forum
- Outcome: The court held that Singapore was the appropriate forum to hear the application.
- Category: Procedural
8. Remedies Sought
- Winding up order
- Appointment of liquidators
9. Cause of Actions
- Insolvency
- Winding Up
10. Practice Areas
- Commercial Litigation
- Insolvency
11. Industries
- Banking
- Pharmaceutical
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 254(1)(e) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 254(2)(a) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 254(c) | Singapore |
| Export-Import Bank of India Act (No 28 of 1981) | India |
| Sick Industrial Companies (Special Provisions) Act 1985 | India |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Insolvency
- Statutory demand
- Dollar Loan Agreement
- Master Restructuring Agreement
- Sick Industrial Companies Act
- Corporate debt restructuring
- Provisional liquidators
15.2 Keywords
- Winding up application
- Insolvency proceedings
- Corporate debt restructuring
- Singapore High Court
- Export-Import Bank of India
- Surya Pharmaceutical
16. Subjects
- Insolvency
- Corporate Law
- Banking Law
17. Areas of Law
- Insolvency Law
- Company Law