Ang Chek Chin v ANS Import & Export: Winding Up Application & Locus Standi
In Ang Chek Chin v ANS Import & Export Pte Ltd, the Singapore High Court addressed a winding up application by Ang Chek Chin against ANS Import & Export, a company co-owned by Ang Chek Chin and his brother Ang Chek Poh. The application was based on the claim that Ang Chek Poh acted unfairly to Ang Chek Chin. The court, presided over by Audrey Lim J, considered whether non-parties had the right to be heard in the proceedings and the circumstances under which s 285 of the Companies Act could be invoked. Ultimately, the winding up application was resolved as Ang Chek Poh agreed to buy out Ang Chek Chin's shares. The court dismissed the application.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Application dismissed.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court addresses locus standi in winding up proceedings and the invocation of s 285 of the Companies Act. The winding up application was resolved.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ang Chek Chin | Plaintiff | Individual | Application dismissed | Dismissed | Koh Choon Guan Daniel, Ng Wei Ying |
| ANS Import & Export Pte Ltd (formerly known as Ang Ngee Seng Import & Export Pte. Ltd.) | Defendant | Corporation | Application dismissed | Won | |
| Ang Chek Poh | Other | Individual | Neutral | Neutral | Ling Daw Hoang Philip, Chua Cheng Yew |
| Ang Chek Joo | Other | Individual | Neutral | Neutral | Wong Liang Kok, Linus Lin Zhiyi |
| Yuen Chin Ching | Other | Individual | Neutral | Neutral | Wong Liang Kok, Linus Lin Zhiyi |
| Liew Kit Yee | Other | Individual | Neutral | Neutral | Wong Liang Kok, Linus Lin Zhiyi |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Audrey Lim | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Koh Choon Guan Daniel | Eldan Law LLP |
| Ng Wei Ying | Eldan Law LLP |
| Ling Daw Hoang Philip | Wong Tan & Molly Lim LLC |
| Chua Cheng Yew | Wong Tan & Molly Lim LLC |
| Wong Liang Kok | Tan Peng Chin LLC |
| Linus Lin Zhiyi | Tan Peng Chin LLC |
4. Facts
- ANS Import & Export Pte Ltd is equally owned by two brothers, Ang Chek Chin and Ang Chek Poh.
- Ang Chek Chin commenced winding up proceedings against the Company.
- The basis for the winding up was that Ang Chek Poh acted in his own interest and unfairly to Ang Chek Chin.
- Ang Chek Poh resisted the winding up application.
- The brothers had disagreements over the years and did not see eye to eye on many issues.
- Roland agreed to buy out Raymond’s shares in the Company, resolving the winding up application.
5. Formal Citations
- Ang Chek Chin v ANS Import & Export Pte Ltd (formerly known as Ang Ngee Seng Import & Export Pte Ltd), Companies Winding Up No 285 of 2019 and Summons No 563 of 2020, [2020] SGHC 177
6. Timeline
| Date | Event |
|---|---|
| Winding up proceedings commenced | |
| Summons No 563 of 2020 filed | |
| Hearing held | |
| Hearing date | |
| Judgment issued |
7. Legal Issues
- Locus Standi in Winding Up Proceedings
- Outcome: The court held that generally, a person who is not a creditor or contributory should not be allowed to appear and be heard on an application for the winding up of the company, but there are exceptional circumstances.
- Category: Procedural
- Sub-Issues:
- Right of non-creditors/non-contributories to be heard
- Interpretation of Rule 28 of the Companies (Winding Up) Rules
- Invocation of Section 285 of the Companies Act
- Outcome: The court held that s 285 of the CA can be invoked by a liquidator, contributory or creditor only after the court has ordered a winding up or appointed a provisional liquidator.
- Category: Procedural
- Sub-Issues:
- Timing of invocation
- Purpose of examination under s 285
- Just and Equitable Winding Up
- Outcome: The court did not make a determination on this issue as the winding up application was resolved by agreement of the parties.
- Category: Substantive
- Sub-Issues:
- Deadlock in company management
- Breakdown of trust and confidence
8. Remedies Sought
- Winding Up of Company
9. Cause of Actions
- Winding Up on Just and Equitable Grounds
10. Practice Areas
- Commercial Litigation
- Insolvency Litigation
11. Industries
- Import and Export
- Wholesale Trade
- Manufacturing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Four Pillars Enterprises Co Ltd v Beiersdorf Aktiengesellschaft | Court of Appeal | Yes | [1999] 1 SLR(R) 382 | Singapore | Cited for the principle that a person who serves a notice of intention to appear becomes a party to the proceedings and acquires certain rights. |
| Ambank (M) Bhd v Malaysian Coal & Minerals Corp Sdn Bhd | High Court | Yes | [2016] 11 MLJ 590 | Malaysia | Cited in relation to the interpretation of rules regarding notice of intention to appear in winding up proceedings, but distinguished by the court. |
| In re Bradford Navigation Company | English Court of Appeal | Yes | (1870) LR 5 Ch App 600 | England | Cited for the principle that only creditors and contributories have a right to be heard in a winding up petition. |
| In re SBA Properties Ltd | N/A | Yes | [1967] 1 WLR 799 | N/A | Cited for the principle that the only persons entitled to appear at a hearing of a winding up application are the company, its creditors, and its contributories. |
| Re Mid East Trading Ltd | N/A | Yes | [1997] 3 All ER 481 | N/A | Cited for the principle that an Official Receiver and any liquidator are persons with standing in a winding up application. |
| PricewaterhouseCoopers v Saad Investments Co Ltd | Privy Council | Yes | [2014] 1 WLR 4482 | Bermuda | Cited for the principle that a person who is not a creditor, contributory, or liquidator generally cannot be heard in a winding up petition, but there are exceptional circumstances where a person directly affected by a winding up order may be added as a party. |
| In re Craven Insurance Co Ltd | N/A | Yes | [1968] 1 WLR 675 | N/A | Cited to support the court's decision to not give regard to the evidence of the non-parties. |
| Liquidator of W&P Piling Pte Ltd v Chew Yin What and others | N/A | Yes | [2004] 3 SLR(R) 164 | Singapore | Cited for the proposition that s 285 of the CA gives the court a wide discretion to call before it any person it finds relevant to the disposal of the case. |
| Pricewaterhouse Coopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation) | N/A | Yes | [2015] 3 SLR 665 | Singapore | Cited for the principle that s 285 of the CA can be invoked by a liquidator and that the purpose of s 285 is to assist a liquidator in the accumulation of information. |
| Re China Underwriters Life and General Insurance Co Ltd | N/A | Yes | [1988] 1 SLR(R) 40 | Singapore | Cited for the legislative history of s 285 of the CA and the interpretation of the phrase 'at any time after the appointment of a provisional liquidator or the making of a winding-up order'. |
| Perennial (Capitol) Pte Ltd and another v Capitol Investment Holdings Pte Ltd and other appeals | N/A | Yes | [2018] 1 SLR 763 | Singapore | Cited to support the court's decision that it was not a case in which there was no ability for a shareholder to exit the Company. |
13. Applicable Rules
| Rule Name |
|---|
| Companies (Winding Up) Rules (Cap 50, R 1, 2006 Rev Ed) |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Companies Act (Act 42 of 1967) | Singapore |
| Companies Ordinance (Cap 174, 1955 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding Up
- Locus Standi
- Companies Act
- Companies (Winding Up) Rules
- Section 285
- Just and Equitable
- Creditor
- Contributory
- Share Buy-Out
- Deadlock
15.2 Keywords
- winding up
- locus standi
- companies act
- singapore
- insolvency
16. Subjects
- Company Law
- Insolvency
- Civil Procedure
17. Areas of Law
- Company Law
- Insolvency Law
- Winding Up