Bijynath v Innovationz: Director Disqualification Relief Under Companies Act
In Bijynath s/o Ram Nawal v Innovationz Pte Ltd, the Singapore High Court addressed an application by Mr. Bijynath, a lawyer, for relief from director disqualification under s 344G(3) of the Companies Act. Mr. Bijynath had been disqualified under s 155A(1) after Innovationz Pte Ltd, where he served as a director, was struck off the register and later restored. The court, with Ang Cheng Hock J presiding, found it just to grant the relief, placing Mr. Bijynath in the same position as if Innovationz had never been struck off, and declared that he is not disqualified under s 155A of the Act.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Application granted; plaintiff relieved from disqualification under section 155A(1) of the Companies Act.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case concerning director disqualification under s 155A of the Companies Act, granting relief to the plaintiff.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Bijynath s/o Ram Nawal | Plaintiff | Individual | Application Granted | Won | Gregory Vijayendran Ganesmoorthy SC, Leow Jiamin |
| Innovationz Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| Accounting and Corporate Regulatory Authority | Intervener | Government Agency | Lost | Lost | Lim Wei Wen, Gordon, Lee Yi Zan, David |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Ang Cheng Hock | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Gregory Vijayendran Ganesmoorthy SC | Rajah & Tann Singapore LLP |
| Leow Jiamin | Rajah & Tann Singapore LLP |
| Lim Wei Wen | Attorney-General’s Chambers |
| Gordon | Attorney-General’s Chambers |
| Lee Yi Zan, David | Attorney-General’s Chambers |
4. Facts
- Bijynath was a director of Innovationz Pte Ltd, which was struck off the register and later restored.
- Bijynath was disqualified under s 155A(1) of the Companies Act due to the striking off of Innovationz and two other companies where he was a director.
- Bijynath was a nominee director and not involved in the day-to-day management of Innovationz.
- The corporate secretarial functions of Innovationz were under the charge of Mr S Natarajan.
- Innovationz was restored to the register after applications by Bijynath and two other directors.
- Bijynath sought relief from disqualification under s 344G(3) of the Companies Act.
- Bijynath was also a resident nominee director of Spartan Trading and Mango Games.
5. Formal Citations
- Bijynath s/o Ram Nawal v Innovationz Pte Ltd, Originating Summons No 1498 of 2018, [2019] SGHC 218
6. Timeline
| Date | Event |
|---|---|
| Bijynath s/o Ram Nawal appointed as nominee resident director of Innovationz Pte Ltd. | |
| Spartan Trading Pte Ltd struck off the register. | |
| Mango Games Pte Ltd struck off the register. | |
| Bijynath s/o Ram Nawal left Camford Law Corporation. | |
| Innovationz Pte Ltd struck off the register. | |
| Applications for administrative restoration of Innovationz Pte Ltd taken out jointly by Bijynath s/o Ram Nawal, Sriwastawa Sharad Kumar and Bhatia Vinod Kumar. | |
| Bijynath s/o Ram Nawal notified of disqualification pursuant to s 155A of the Act. | |
| Bijynath s/o Ram Nawal wrote to ACRA to enquire as to the status of Innovationz Pte Ltd’s restoration. | |
| Innovationz Pte Ltd restored to the register under s 344E(2) of the Act. | |
| Bijynath s/o Ram Nawal wrote to ACRA to enquire as to the status of his disqualification under s 155A of the Act. | |
| Bijynath s/o Ram Nawal filed originating summons seeking relief from disqualification. | |
| Hearing date. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Disqualification of Director
- Outcome: The court granted relief from disqualification, placing the director in the position as if the company had not been struck off the register.
- Category: Substantive
- Interpretation of Section 344G(3) of the Companies Act
- Outcome: The court held that the discretion under s 344G(3) is broad but not unlimited, and should be exercised to place the applicant in the same position as if the company had not been struck off, provided it seems just to do so.
- Category: Substantive
- Related Cases:
- [2013] 1 WLR 784
- [2017] All ER (D) 104
8. Remedies Sought
- Declaration that Bijynath is not disqualified under s 155A of the Companies Act
- Order placing Bijynath in the same position as director as if Innovationz had not been struck off
9. Cause of Actions
- Application for relief from director disqualification
10. Practice Areas
- Corporate Law
- Litigation
11. Industries
- Legal Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Joddrell v Peaktone Limited | English Court of Appeal | Yes | [2013] 1 WLR 784 | England and Wales | Cited to support the interpretation and application of s 1032 of the Companies Act 2006 (UK), which is similar to s 344G of the Singapore Companies Act, regarding the effect of restoration of a company to the register. |
| Davy v Pickering and others | English Court of Appeal | Yes | [2017] All ER (D) 104 | England and Wales | Cited to emphasize that the discretion conferred by section 1032(3) is not unlimited but must be exercised only for its stated purpose. |
| Ong Chow Hong (alias Ong Chaw Ping) v Public Prosecutor and another appeal | Court of Appeal | No | [2011] 3 SLR 1093 | Singapore | Cited by the intervener for the proposition that the disqualification regime under the Act is “essentially protective in nature”. The court rejected the applicability of the thick definition of protection in this case. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Section 344G Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Section 155A Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Section 344 Companies Act | Singapore |
| Section 344D of the Act | Singapore |
| Section 344E(2) of the Act | Singapore |
| Section 197(6) of the Act | Singapore |
| Section 145(1) of Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Director disqualification
- Nominee director
- Striking off
- Restoration
- Section 155A Companies Act
- Section 344G Companies Act
- Companies Act
- Resident director
- ACRA
- Companies (Amendment) Act 2014
15.2 Keywords
- Director disqualification
- Companies Act
- Singapore
- Corporate law
- Nominee director
- Striking off
- Restoration
16. Subjects
- Company Law
- Corporate Governance
- Civil Procedure
17. Areas of Law
- Company Law
- Directors' Duties
- Disqualification of Directors