Lim Jun Yao Clarence v Public Prosecutor: Fraudulent Trading under Companies Act
Lim Jun Yao Clarence appealed to the General Division of the High Court of Singapore against his conviction by the District Judge for fraudulent trading under section 340(1) read with section 340(5) of the Companies Act. The charges related to defrauding foreign jobseekers through three companies: Asia Recruit Pte Ltd, Asiajobmart Pte Ltd, and UUBR International Pte Ltd. The High Court, presided over by Justice Vincent Hoong, dismissed the appeal, upholding the conviction and sentence.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal dismissed.
1.3 Case Type
Criminal
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Lim Jun Yao Clarence appeals against his conviction for fraudulent trading under the Companies Act, related to deceiving foreign jobseekers. The appeal was dismissed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lim Jun Yao Clarence | Appellant | Individual | Appeal dismissed | Lost | Hamidul Haq, Thong Chee Kun, Lee Sze Min Michelle, Wan Zahrah bte Ahmad Alif Lim |
| Public Prosecutor | Respondent | Government Agency | Appeal dismissed | Won | Nicholas Tan, Sarah Thaker |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vincent Hoong | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Hamidul Haq | Rajah & Tann Singapore LLP |
| Thong Chee Kun | Rajah & Tann Singapore LLP |
| Lee Sze Min Michelle | Rajah & Tann Singapore LLP |
| Wan Zahrah bte Ahmad Alif Lim | Rajah & Tann Singapore LLP |
| Nicholas Tan | Attorney-General’s Chambers |
| Sarah Thaker | Attorney-General’s Chambers |
4. Facts
- The appellant and his co-accused were tried jointly for offences of fraudulent trading under s 340(1) read with s 340(5) of the Companies Act.
- The appellant faced three charges, each pertaining to the running of one of three Singapore-incorporated companies: Asia Recruit Pte Ltd, Asiajobmart Pte Ltd, and UUBR International Pte Ltd.
- The District Judge convicted the appellant on all three charges and sentenced him to a total of 66 months’ imprisonment and imposed a compensation order of $174,835.
- The Prosecution’s case was that the appellant and Terry had used the three companies to defraud approximately 1,317 foreign jobseekers.
- The foreign jobseekers were deceived into paying a total of approximately $831,049 in fees for non-existent employment and sham employment-related services.
- Asia Recruit induced foreign jobseekers to pay upfront fees for the purported service of helping them to find employment, when in fact it had no intention of providing any such service.
- AJM and UUBR were bogus employers primarily used for the purpose of being named as employers in the work pass application forms to the MOM via EPOL.
5. Formal Citations
- Lim Jun Yao Clarence v Public Prosecutor, Magistrate’s Appeal No 9042 of 2021, [2022] SGHC 252
6. Timeline
| Date | Event |
|---|---|
| Asia Recruit Pte Ltd incorporated | |
| Asia Recruit's Employment Agency Licence valid | |
| Asia Recruit submitted work pass applications | |
| Asia Recruit submitted work pass applications | |
| UUBR International Pte Ltd incorporated | |
| Raid conducted on Asia Recruit | |
| UUBR submitted work pass applications | |
| UUBR submitted work pass applications | |
| Asia Recruit changed its name to Alliance Recruit Pte Ltd | |
| UUBR changed its name to Connectsia Pte Ltd | |
| Asia Recruit's Employment Agency Licence suspended by MOM | |
| Material offending period ended | |
| Appellant sentenced by DJ | |
| Hearing before Judge of the High Court | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Interpretation of section 340(1) and 340(5) of the Companies Act
- Outcome: The court held that the ejusdem generis principle did not apply to restrict the definition of fraudulent purpose to creditors only, and that the preconditions in s 340(1) did not need to be satisfied for an offence under s 340(5).
- Category: Substantive
- Sub-Issues:
- Application of the ejusdem generis principle
- Satisfaction of preconditions for fraudulent trading
- Breach of Prosecution's Kadar disclosure obligation
- Outcome: The court held that the Prosecution did not breach its Kadar disclosure obligation.
- Category: Procedural
8. Remedies Sought
- Appeal against conviction
- Appeal against sentence
- Appeal against compensation order
9. Cause of Actions
- Fraudulent Trading
10. Practice Areas
- Criminal Litigation
- White Collar Crime
11. Industries
- Employment
- Recruitment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Public Prosecutor v Terry Tan-Soo I-Hse (Chenxu Yusi) and another | District Court | Yes | [2021] SGDC 171 | Singapore | Cited for the District Judge’s grounds of decision in convicting the appellant and his co-accused. |
| Muhammad bin Kadar and another v Public Prosecutor | Court of Appeal | Yes | [2011] 3 SLR 1205 | Singapore | Cited for the Prosecution's common law disclosure obligation. |
| Lim Chuan Huat and another v Public Prosecutor | High Court | Yes | [2002] 1 SLR(R) 1 | Singapore | Cited regarding errors in stating particulars in a charge. |
| Public Prosecutor v Lam Leng Hung and others | Court of Appeal | Yes | [2018] 1 SLR 659 | Singapore | Cited for the application of the ejusdem generis principle. |
| Regina v Kemp | English Court of Appeal | Yes | [1988] QB 645 | England and Wales | Cited regarding the interpretation of fraudulent trading provisions. |
| R v Hunter and another | English Court of Appeal | Yes | [2021] EWCA Crim 1785 | England and Wales | Cited regarding the components of the offence under s 993(1) of the UK Companies Act 2006. |
| Phang Wah and others v Public Prosecutor | High Court | Yes | [2012] 1 SLR 646 | Singapore | Cited as an acknowledgement that the offence in s 340(5) comprises two separate limbs. |
| JD Ltd v Comptroller of Income Tax | High Court | Yes | [2006] 1 SLR 484 | Singapore | Cited for the rule of statutory construction that Parliament shuns tautology. |
| Marina Towage Pte Ltd v Chin Kwek Chong and another | High Court | Yes | [2021] SGHC 81 | Singapore | Cited regarding the purpose of s 340(1) of the CA. |
| Director of Public Prosecutions v Schildkamp | House of Lords | Yes | [1971] AC 1 | United Kingdom | Cited regarding whether the scope of s 332(3) of the UK Companies Act 1948 imposing criminal liability should be limited to acts done in the course of a winding up. |
| Phang Wah v Public Prosecutor and another matter | Court of Appeal | Yes | [2012] SGCA 60 | Singapore | Cited regarding the effect of s 340(5) of the CA was to create separate criminal liability independent of the civil liability embodied in s 340(1) of the CA. |
| Lee Siew Boon Winston v Public Prosecutor | High Court | Yes | [2015] 4 SLR 1184 | Singapore | Cited regarding the presumption that the Prosecution has complied with its Kadar disclosure obligation. |
| Soh Guan Cheow Anthony v Public Prosecutor and another appeal | High Court | Yes | [2017] 3 SLR 147 | Singapore | Cited regarding the Kadar obligation to disclose unused material. |
| ADF v Public Prosecutor and another appeal | High Court | Yes | [2010] 1 SLR 874 | Singapore | Cited regarding the sentencing process. |
| Rahj Kamal bin Abdullah v Public Prosecutor | High Court | Yes | [1997] 3 SLR(R) 227 | Singapore | Cited as a reference point in determining the appropriate sentence to impose. |
| Tan Hung Yeoh v Public Prosecutor | High Court | Yes | [1999] 2 SLR(R) 262 | Singapore | Cited regarding a charge under s 340(5) of the Companies Act. |
| Toh Suat Leng Jennifer v Public Prosecutor | High Court | Yes | [2022] SGHC 146 | Singapore | Cited regarding the judicial reluctance to rely on unreported decisions. |
| Abdul Mutalib bin Aziman v Public Prosecutor and other appeals | Court of Appeal | Yes | [2021] 4 SLR 1220 | Singapore | Cited regarding the judicial reluctance to rely on unreported decisions. |
| Tay Wee Kiat and another v Public Prosecutor and another appeal | Court of Appeal | Yes | [2018] 5 SLR 438 | Singapore | Cited regarding the general principles underpinning criminal compensation. |
| Public Prosecutor v AOB | Court of Appeal | Yes | [2011] 2 SLR 793 | Singapore | Cited regarding compensation orders being particularly suitable and appropriate for victims who may have no financial means or have other difficulties in commencing civil proceedings for damages against the offender. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 340(1) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 340(5) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Criminal Procedure Code (Cap 68, 2012 Rev Ed) | Singapore |
| Employment of Foreign Manpower Act (Cap 91A, 2009 Rev Ed) | Singapore |
| Employment Agencies Act (Cap 92, 2012 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Interpretation Act 1965 (2020 Rev Ed) | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Fraudulent trading
- Companies Act
- Foreign jobseekers
- Employment Agency Licence
- Work pass applications
- Ejusdem generis
- Kadar disclosure obligation
- Compensation order
- Winding up
- Creditors
15.2 Keywords
- Fraudulent trading
- Companies Act
- Singapore
- Criminal Law
- Employment
- Recruitment
- Foreign workers
16. Subjects
- Company Law
- Criminal Law
- Fraud
17. Areas of Law
- Criminal Law
- Statutory Offences
- Companies Act
- Fraudulent Trading
- Criminal Procedure