Kiri Industries v Senda International Capital: Minority Oppression & Share Valuation

In the Singapore International Commercial Court, Kiri Industries Limited sued Senda International Capital Limited and DyStar Global Holdings (Singapore) Pte Ltd for minority oppression. The court found in favor of Kiri, ordering Senda to purchase Kiri's shares in DyStar. This judgment addresses issues related to the valuation of Kiri's shareholding, including minority discount, interest, counterclaims, loss assessment, and costs. The court issued directions for the valuation process, rejecting a minority discount and setting timelines for loss assessment.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Directions issued regarding the valuation of Kiri's shareholding and assessment of losses due to oppressive acts.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Kiri Industries prevailed in its minority oppression claim against Senda International. The court addressed the valuation of Kiri's shares.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Kiri Industries LimitedPlaintiff, Defendant in CounterclaimCorporationClaim AllowedWon
Senda International Capital LimitedDefendant, Plaintiff in CounterclaimCorporationCounterclaim Allowed in PartPartial
DyStar Global Holdings (Singapore) Pte LtdDefendantCorporationClaim Allowed in PartPartial
Manishkumar Pravinchandra KiriDefendant in CounterclaimIndividual
Pravinchandra Amrutlal KiriDefendant in CounterclaimIndividual
Kiri International (Mauritius) Private LimitedDefendant in CounterclaimCorporation
Mukherjee AmitavaDefendant in CounterclaimIndividual

3. Judges

Judge NameTitleDelivered Judgment
Kannan RameshJudgeYes
Roger GilesInternational JudgeNo
Anselmo ReyesInternational JudgeNo

4. Counsels

Counsel NameOrganization
Lim Dao KaiAllen & Gledhill LLP
Dinesh Dhillon SinghAllen & Gledhill LLP
Elyssa LeeAllen & Gledhill LLP
Nandakumar Ponniya ServaiWong & Leow LLC
Wong Tjen WeeWong & Leow LLC
Liu Ze MingWong & Leow LLC
Nicolette OonWong & Leow LLC
See Chern YangPremier Law LLC
Audie Wong Cheng SiewPremier Law LLC
Teng Po YewPremier Law LLC

4. Facts

  1. Kiri Industries held a 37.57% shareholding in DyStar.
  2. Senda International was the majority shareholder in DyStar.
  3. Kiri claimed minority oppression by Senda.
  4. The court found Senda engaged in commercially unfair conduct to extract value from DyStar.
  5. Senda caused DyStar to enter into transactions with Longsheng to Kiri's detriment.
  6. Longsheng refused to re-assign a patent to DyStar.
  7. The Longsheng Directors refused to declare a dividend in 2014.

5. Formal Citations

  1. Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017, [2019] SGHC(I) 02

6. Timeline

DateEvent
Suit filed by Kiri Industries Limited against Senda International Capital Limited and DyStar Global Holdings (Singapore) Pte Ltd
Main Judgment issued in DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit
Case management conference held
Directions issued by the court
Grounds of decision delivered
Case management conference held

7. Legal Issues

  1. Minority Discount in Share Valuation
    • Outcome: The court directed that a minority discount for lack of control should not be factored into the valuation of Kiri's shareholding.
    • Category: Substantive
    • Related Cases:
      • [2018] SGHC 54
  2. Contractual Interpretation of Termination Clauses
    • Outcome: The court held that the termination clauses in the SSSA were not relevant to the valuation of Kiri's shareholding because Senda did not follow the required procedures to exercise its rights under those clauses.
    • Category: Substantive
  3. Assessment of Losses Due to Oppressive Acts
    • Outcome: The court clarified that the assessment of losses due to oppressive acts is intertwined with the valuation of Kiri's shareholding and should be undertaken as a single exercise.
    • Category: Procedural
  4. Award of Costs
    • Outcome: The court ordered Kiri to be entitled to full costs on its claim in Suit 4, and made no order as to the costs of the counterclaim in Suit 4.
    • Category: Procedural

8. Remedies Sought

  1. Order for Senda to purchase Kiri's shares
  2. Damages

9. Cause of Actions

  • Minority Oppression
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Corporate Law

11. Industries

  • Chemical Industry

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suitSingapore High CourtYes[2018] 5 SLR 1SingaporeThe Main Judgment in this case established Kiri's success in its claim under s 216 of the Act for minority oppression and ordered Senda to purchase Kiri's shares. The current judgment provides grounds for directions issued following the Main Judgment.
Thio Syn Kym Wendy and others v Thio Syn Pyn and anotherSingapore High CourtYes[2018] SGHC 54SingaporeCited for the principles regarding the application of minority discounts in share valuation, particularly in cases not involving quasi-partnerships, and the court's discretion to ensure a fair buyout.
Re Sunrise Radio LtdEngland and Wales High CourtYes[2009] EWHC 2893 (Ch)England and WalesCited in Thio Syn Kym for the principle that a court will be more inclined to order no discount where the majority’s oppressive conduct was directed at worsening the position of the minority as shareholders so as to compel them to sell out.
Over & Over Ltd v Bonvests Holdings Ltd and anotherSingapore High CourtYes[2010] 2 SLR 776SingaporeCited in Thio Syn Kym for the principle that a court will be more inclined to order no discount where the majority’s oppressive conduct was entirely responsible for precipitating the breakdown in the parties’ relationship.
Tullio Planeta v Maoro Andrea GSingapore Court of AppealYes[1994] 2 SLR(R) 501SingaporeCited for the principle that costs should follow the event, except when the court determines another order is more appropriate.
Re Elgindata Ltd (No 2)England and Wales High CourtYes[1993] 1 All ER 232England and WalesCited in Tullio Planeta v Maoro Andrea G for the principle that costs should follow the event except when it appeared to the court that in the circumstances of the case some other order should be made.
Goh Chok Tong v Jeyaretnam Joshua Benjamin and another actionSingapore Court of AppealYes[1998] 2 SLR(R) 971SingaporeCited for the principle that a successful party is entitled to costs even if they did not succeed on every aspect of their pleaded case.
Tan Hun Hoe v Harte Denis MathewSingapore Court of AppealYes[2001] 3 SLR(R) 414SingaporeCited for the principle that a trial judge has discretion to award full costs to a plaintiff who succeeded on the fundamental issue, even if they failed on other claims.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Minority Discount
  • Share Valuation
  • Oppression
  • Buy-out Order
  • Termination Notice
  • Call Option
  • Put Option
  • Loss Assessment
  • SSSA (Share Subscription and Shareholders Agreement)
  • Longsheng Fees
  • Related Party Loans
  • Cash-pooling Agreement
  • Special Incentive Payment
  • Patent

15.2 Keywords

  • minority oppression
  • share valuation
  • Singapore
  • company law
  • Kiri Industries
  • Senda International
  • DyStar
  • buy-out order

17. Areas of Law

Area NameRelevance Score
Minority Oppression95
Valuation85
Shares80
Company Law70
Share Valuation60
Civil Procedure40
Costs30
Contract Law25

16. Subjects

  • Company Law
  • Share Valuation
  • Minority Rights