Rashmi Bothra v SuntecCity Thirty: Winding Up & Liquidator Appointment Dispute
Rashmi Bothra appealed against the decision of the High Court in CWU 234/2022, concerning the winding up of SuntecCity Thirty Pte Ltd. The High Court had ordered the winding up but appointed liquidators nominated by Jason Aleksander Kardachi and Patrick Bance, private trustees of Rajesh Bothra's estate, instead of Rashmi's nominees. The Court of Appeal allowed Rashmi's appeal, setting aside the appointment of the PTs' nominees and directing the appointment of a new liquidator, Tam Chee Chong, jointly nominated by Rashmi and Nimisha Pandey.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding the appointment of liquidators in the winding up of SuntecCity Thirty Pte Ltd. The court allowed the appeal, setting aside the prior appointment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Rashmi Bothra | Appellant, Claimant | Individual | Appeal Allowed | Won | Vikram Nair, Foo Xian Fong, Liew Min Yi Glenna |
| SuntecCity Thirty Pte Ltd | Respondent | Corporation | Winding up order made | Lost | |
| Jason Aleksander Kardachi | Respondent | Individual | Appeal Dismissed | Lost | Yeo Alexander Lawrence Han Tiong, Ee Jia Min, Tan Yen Jee, Shjoneman Tan |
| Patrick Bance | Respondent | Individual | Appeal Dismissed | Lost | Yeo Alexander Lawrence Han Tiong, Ee Jia Min, Tan Yen Jee, Shjoneman Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Justice of the Court of Appeal | No |
| Belinda Ang Saw Ean | Justice of the Court of Appeal | No |
| Kannan Ramesh | Judge of the Appellate Division | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Vikram Nair | Rajah & Tann Singapore LLP |
| Foo Xian Fong | Rajah & Tann Singapore LLP |
| Liew Min Yi Glenna | Rajah & Tann Singapore LLP |
| Yeo Alexander Lawrence Han Tiong | Allen & Gledhill LLP |
| Ee Jia Min | Allen & Gledhill LLP |
| Tan Yen Jee | Allen & Gledhill LLP |
| Shjoneman Tan | Allen & Gledhill LLP |
4. Facts
- Rashmi and Nimisha sought to wind up SuntecCity Thirty Pte Ltd.
- The company's sole purpose was to hold an investment in office units.
- Rashmi and Nimisha each held 50% shareholding in the company.
- Rajesh and Deepak initially contributed equally to purchase the property.
- The property was sold for $38.75 million.
- Disputes arose between Rashmi and Nimisha over the distribution of sale proceeds.
- The PTs claimed Rajesh was the beneficial owner of Rashmi's shares.
5. Formal Citations
- Rashmi Bothra v SuntecCity Thirty Pte Ltd and others, Civil Appeal No 6 of 2023, [2023] SGCA 38
6. Timeline
| Date | Event |
|---|---|
| Company incorporated | |
| Company exercised option to purchase property | |
| Deepak Mishra stepped down as director | |
| Nimisha Pandey appointed as director | |
| Rajesh Bothra stepped down as director | |
| Rajesh Bothra adjudged bankrupt | |
| Property sold by the Company | |
| Rashmi Bothra filed CWU 234 | |
| Nimisha Pandey filed CWU 244 | |
| Judge heard CWU 234 and CWU 244 | |
| Winding up order made against the Company as regards CWU 234 | |
| Court allowed Rashmi’s appeal | |
| Rashmi and Nimisha jointly nominated Tam Chee Chong | |
| Tam Chee Chong appointed as the sole liquidator of the Company | |
| Judgment delivered |
7. Legal Issues
- Appointment of Liquidator
- Outcome: The Court of Appeal held that the Judge erred in appointing the PTs' nominees as liquidators and allowed the appeal.
- Category: Procedural
- Locus Standi
- Outcome: The Court of Appeal held that the PTs did not have locus standi to nominate liquidators.
- Category: Jurisdictional
8. Remedies Sought
- Winding up order
- Appointment of liquidators
9. Cause of Actions
- Winding up on just and equitable ground
10. Practice Areas
- Insolvency
- Corporate Restructuring
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tan Cheng Bock v Attorney-General | Not specified | Yes | [2017] 2 SLR 850 | Singapore | Cited for the principle that regard must be had to the context of a provision within the written law as a whole. |
| Liquidator of W&P Piling Pte Ltd v Chew Yin What and others | Not specified | Yes | [2004] 3 SLR(R) 164 | Singapore | Cited regarding the use of information gathered in an examination under s 244 of the IRDA. |
| PricewaterhouseCoopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation) | Not specified | Yes | [2015] 3 SLR 665 | Singapore | Cited regarding the use of information gathered in an examination under s 244 of the IRDA. |
| Recovery Vehicle 1 Pte Ltd v Industries Chimiques Du Senegal and another appeal and another matter | Not specified | Yes | [2021] 1 SLR 342 | Singapore | Cited for the point that an appellant’s reliance on a fresh allegation that was not raised and considered at trial would amount to an abuse of the appeal process. |
| JWR Pte Ltd v Edmond Pereira Law Corp and another | Not specified | Yes | [2020] 2 SLR 744 | Singapore | Cited for the point that an appellant’s reliance on a fresh allegation that was not raised and considered at trial would amount to an abuse of the appeal process. |
| The “Vishva Apurva” | Not specified | Yes | [1992] 1 SLR(R) 912 | Singapore | Cited regarding the threshold for appellate intervention. |
| Fielding v Seery & Anor | Not specified | Yes | [2004] BCC 315 | Not specified | Cited regarding the concern of a liquidator nominated by a party against whom the company has hostile or conflicting claims. |
| Green and another v SCL Group Ltd and other companies | Not specified | Yes | [2019] All ER (D) 114 | Not specified | Cited regarding the concern of a liquidator nominated by a party against whom the company has hostile or conflicting claims. |
| Jhaveri Darsan Jitendra and others v Salgaocar Anil Vassudeva and others | Not specified | Yes | [2018] 5 SLR 689 | Singapore | Cited regarding insider reverse piercing. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Liquidator
- Beneficial ownership
- Contributory
- Locus standi
- Shareholder loans
- Private trustees
15.2 Keywords
- Winding up
- Liquidator appointment
- Insolvency
- Singapore
- Court of Appeal
- Beneficial ownership
- SuntecCity Thirty
16. Subjects
- Insolvency Law
- Corporate Law
- Civil Procedure
17. Areas of Law
- Insolvency Law
- Winding up