Kardachi v Attorney-General: Director Disqualification under Section 155A Companies Act
Jason Aleksander Kardachi appealed the High Court's decision to dismiss his application for leave to act as a director under Section 155A(3) of the Companies Act. The Court of Appeal dismissed the appeal, holding that Section 155A(1) was triggered on 6 August 2018, disqualifying Kardachi from acting as a director for five years commencing on 7 August 2018. The court also addressed the proper construction of Section 155A(1) and the principles for granting leave under Section 155A(3).
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding director disqualification under s155A of the Companies Act. The court determined the disqualification date and dismissed the leave application.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Jason Aleksander Kardachi | Appellant, Applicant | Individual | Appeal Dismissed | Lost | Ng Ka Luon Eddee, Muhammad Imran bin Abdul Rahim, Cha Meiyin, Yeow Yuet Cheong |
| Attorney-General | Respondent | Government Agency | Won | Won | Joel Chen Zhi’en, Evans Ng, Lim Wei Wen Gordon, Teo Meng Hui Jocelyn |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge of Appeal | No |
| Steven Chong | Judge of Appeal | No |
| Woo Bih Li | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Ng Ka Luon Eddee | Tan Kok Quan Partnership |
| Muhammad Imran bin Abdul Rahim | Tan Kok Quan Partnership |
| Cha Meiyin | Tan Kok Quan Partnership |
| Yeow Yuet Cheong | Tan Kok Quan Partnership |
| Joel Chen Zhi’en | Attorney-General’s Chambers |
| Evans Ng | Attorney-General’s Chambers |
| Lim Wei Wen Gordon | Attorney-General’s Chambers |
| Teo Meng Hui Jocelyn | Attorney-General’s Chambers |
4. Facts
- Jason Aleksander Kardachi was the Managing Director of Borrelli Walsh Pte Ltd.
- Kardachi was appointed as a director of four companies within the Global Brands Group (GB Group).
- The four companies were Global Brands F&B Pte Ltd, Consolidated Brands (Asia) Pte Ltd, Global Brands Retail Pte Ltd, and Global Brands Holdings Pte Ltd.
- The four companies failed to lodge their annual returns for at least three years.
- The Registrar of Companies struck off the four companies under Section 344 of the Companies Act.
- ACRA informed Kardachi of his disqualification as a director due to the striking off of the companies.
- Kardachi applied for leave to act as a director under Section 155A(3) of the Companies Act.
5. Formal Citations
- Kardachi, Jason Aleksander v Attorney-General, Civil Appeal No 95 of 2019, [2020] SGCA 92
6. Timeline
| Date | Event |
|---|---|
| Jason Aleksander Kardachi appointed as Managing Director of Borrelli Walsh Pte Ltd | |
| Jason Aleksander Kardachi appointed as a director of Global Brands F&B Pte Ltd, Consolidated Brands (Asia) Pte Ltd, Global Brands Retail Pte Ltd, and Global Brands Holdings Pte Ltd | |
| Global Brands F&B Pte Ltd struck off | |
| Consolidated Brands (Asia) Pte Ltd struck off | |
| Global Brands Retail Pte Ltd struck off | |
| Global Brands Holdings Pte Ltd struck off | |
| Jason Aleksander Kardachi unable to lodge documents electronically through ACRA's web portal | |
| ACRA sent an e-mail to the appellant’s associate stating that Jason Aleksander Kardachi has been disqualified to be a director | |
| Jason Aleksander Kardachi wrote to ACRA, seeking to find out “the reason behind [his] disqualification as a director” | |
| ACRA replied to the appellant with a letter regarding his disqualification under section 155A of the Companies Act | |
| Appellant’s 1st affidavit dated | |
| Appellant sought leave to act as director effective from this date | |
| ACRA issued letter identifying companies forming basis of disqualification | |
| Appellant’s 3rd affidavit dated | |
| High Court dismissed OS 1282 | |
| Respondent’s application granted | |
| Court of Appeal dismissed the appeal with brief oral grounds | |
| Woo Bih Li J delivered the grounds of decision of the court |
7. Legal Issues
- Director Disqualification
- Outcome: The court held that Section 155A(1) was triggered on 6 August 2018, disqualifying the appellant from acting as a director for five years commencing on 7 August 2018.
- Category: Substantive
- Sub-Issues:
- Interpretation of disqualification criteria
- Application of disqualification period
- Statutory Interpretation
- Outcome: The court determined that the ordinary meaning of Section 155A(1) should be applied and declined to adopt a rectifying construction.
- Category: Substantive
- Sub-Issues:
- Rectifying construction
- Ordinary meaning of statute
- Related Cases:
- [2019] 1 SLR 1223
- [2016] 4 SLR 604
- [2009] 2 SLR(R) 709
- [1980] AC 74
- [2000] 1 WLR 586
- Leave to Act as Director
- Outcome: The court dismissed the appellant's application for leave to act as a director.
- Category: Procedural
- Sub-Issues:
- Retrospective leave
- Blanket leave application
- Related Cases:
- [2020] 4 SLR 534
- [1983–1984] SLR(R) 182
- Legitimate Expectation
- Outcome: The court held that the doctrine of substantive legitimate expectations was inapplicable in this case.
- Category: Substantive
- Related Cases:
- [2016] 3 SLR 598
- [2014] 1 SLR 1047
- [2001] 1 QB 213
8. Remedies Sought
- Leave to act as a director
- Declaration that the appellant has not contravened Section 155A(1) of the Companies Act
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Commercial Litigation
- Corporate Law
- Insolvency and Restructuring
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Wong Souk Yee v Attorney-General | Court of Appeal | Yes | [2019] 1 SLR 1223 | Singapore | Cited for the doctrine of rectifying construction involving the addition or substitution of words to give effect to Parliament’s manifest intention. |
| Nam Hong Construction & Engineering Pte Ltd v Kori Construction (S) Pte Ltd | Court of Appeal | Yes | [2016] 4 SLR 604 | Singapore | Cited for the test to determine whether a rectifying construction should be adopted. |
| Kok Chong Weng v Wiener Robert Lorenz | Court of Appeal | Yes | [2009] 2 SLR(R) 709 | Singapore | Cited for the test to determine whether a rectifying construction should be adopted. |
| Wentworth Securities Ltd v Jones | House of Lords | Yes | [1980] AC 74 | United Kingdom | Cited as the origin of the test for when the adoption of a rectifying construction is permitted. |
| Inco Europe v First Choice Distribution | Unspecified | Yes | [2000] 1 WLR 586 | Unspecified | Cited for refining the test set out in Wentworth Securities Ltd v Jones regarding rectifying construction. |
| Ezion Holdings Ltd v Teras Cargo Transport Pte Ltd | High Court | Yes | [2016] 5 SLR 226 | Singapore | Cited for the principle that the title, header or marginal note to a section is not determinative of its contents. |
| SGB Starkstrom Pte Ltd v Commissioner for Labour | Court of Appeal | Yes | [2016] 3 SLR 598 | Singapore | Cited for the description of the doctrine of substantive legitimate expectations. |
| Chiu Teng @ Kallang Pte Ltd v Singapore Land Authority | High Court | Yes | [2014] 1 SLR 1047 | Singapore | Cited as a case where the doctrine of substantive legitimate expectations was recognized by the High Court. |
| Regina v North and East Devon Health Authority; Ex parte Coughlan | English Court of Appeal | Yes | [2001] 1 QB 213 | England and Wales | Cited as an example of the application of the doctrine of legitimate expectation. |
| Bijynath s/o Ram Nawal v Innovationz Pte Ltd (Accounting and Corporate Regulatory Authority, intervener) | High Court | Yes | [2020] 4 SLR 534 | Singapore | Cited for the factors to consider for a Section 155A(3) application. |
| Huang Sheng Chang and others v Attorney-General | Unspecified | Yes | [1983–1984] SLR(R) 182 | Singapore | Cited for factors to consider in leave applications under s 154(6) of the Companies Act. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) Section 155A | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) Section 344 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) Section 344A | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) Section 197 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) Section 155(3) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) Section 154(6) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Director disqualification
- Striking off
- Companies Act
- Section 155A
- Leave application
- Rectifying construction
- Legitimate expectation
- Annual returns
- Registrar of Companies
- ACRA
15.2 Keywords
- Director disqualification
- Companies Act
- Statutory interpretation
- Singapore
- Insolvency
16. Subjects
- Company Law
- Statutory Interpretation
- Insolvency Law
17. Areas of Law
- Companies Law
- Statutory Interpretation
- Directors' Duties
- Insolvency Law