Yap Cheng Ghee Bob v Envy Asset Management: Liquidators' Directions Under IRDA s 145(3)
In Companies Winding Up Nos 108, 109, and 110 of 2021, the joint and several liquidators of Envy Asset Management Pte Ltd, Envy Global Trading Pte Ltd, and Envy Management Holdings Pte Ltd sought directions from the High Court of Singapore under s 145(3) of the Insolvency, Restructuring and Dissolution Act 2018 regarding the consolidation of payments to investors. Goh Yihan J granted the directions, allowing the liquidators to aggregate and net off payments to investors under certain conditions, for the purposes of adjudication and entering into compromises or arrangements.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Directions sought by the liquidators were granted.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court addresses liquidators' application for directions under s 145(3) of the IRDA regarding consolidation of payments to investors.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Bob Yap Cheng Ghee | Plaintiff | Individual | Directions sought were granted | Won | |
| Toh Ai Ling | Plaintiff | Individual | Directions sought were granted | Won | |
| Wong Pheng Cheong Martin | Plaintiff | Individual | Directions sought were granted | Won | |
| Envy Asset Management Pte Ltd | Defendant | Corporation | Directions sought were granted | Lost | |
| Envy Management Holdings Pte Ltd | Defendant | Corporation | Directions sought were granted | Lost | |
| Envy Global Trading Pte Ltd | Defendant | Corporation | Directions sought were granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge | Yes |
4. Counsels
4. Facts
- The plaintiffs are the joint and several liquidators of Envy Asset Management Pte Ltd, Envy Global Trading Pte Ltd, and Envy Management Holdings Pte Ltd.
- The liquidators sought the court’s approval to aggregate and consolidate payments to investors of the Envy Companies.
- From around January 2016 to around April 2020, EAM purported to purchase quantities of London Metal Exchange Nickel Grade Metal from Poseidon Nickel Limited.
- On 19 March 2020, the Monetary Authority of Singapore placed EAM on its Investor Alert List.
- On 22 March 2021, the Commercial Affairs Department announced that it had preferred charges against the Envy Companies’ key person, Mr Ng Yu Zhi.
- On 16 August 2021, a winding up order was made against each of the Envy Companies.
5. Formal Citations
- Yap Cheng Ghee Bob (in his capacity as the joint and several interim judicial manager of Envy Asset Management Pte Ltd) and others v Envy Asset Management Pte Ltd and other matters, Companies Winding Up Nos 108, 109 and 110 of 2021 (Summonses Nos 1679, 1680 and 1681 of 2023), [2023] SGHC 342
6. Timeline
| Date | Event |
|---|---|
| EAM purported to purchase quantities of London Metal Exchange Nickel Grade Metal from Poseidon Nickel Limited. | |
| Monetary Authority of Singapore placed EAM on its Investor Alert List. | |
| EAM's business of purported nickel trading was transferred to EGT. | |
| Commercial Affairs Department announced charges against Ng Yu Zhi for cheating and fraudulent trading. | |
| Envy Companies filed applications to place themselves under judicial management. | |
| Interim judicial managers were appointed over the Envy Companies. | |
| The IJMs issued the Interim Judicial Managers’ Report. | |
| The IJMs issued the Update to the Interim Report and applied to wind up the Envy Companies. | |
| A winding up order was made against each of the Envy Companies. | |
| Liquidators wrote to the Overwithdrawn Investors to demand the return of the Overwithdrawn Sums. | |
| Liquidators filed applications to seek the court’s approval of the Liquidators’ use of the “running account” approach. | |
| A single COI over the Envy Companies was constituted. | |
| The COI gave its in-principle approval of the Proposed Consolidation. | |
| Hearing date. | |
| Judgment Date. |
7. Legal Issues
- Application of s 145(3) of the Insolvency, Restructuring and Dissolution Act 2018
- Outcome: The court held that the liquidators could rely on s 145(3) of the IRDA to bring the applications.
- Category: Procedural
- Whether the directions sought should be made
- Outcome: The court decided that the directions sought by the Liquidators should be made.
- Category: Procedural
8. Remedies Sought
- Directions from the court pursuant to s 145(3) of the Insolvency, Restructuring and Dissolution Act 2018
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency
- Liquidation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Solvadis Commodity Chemicals Gmbh v Affert Resources Pte Ltd | High Court | Yes | [2018] 5 SLR 1337 | Singapore | Cited regarding an application under s 273(3) of the Companies Act (Cap 50, 2006 Rev Ed) and whether the liquidator may sell certain of the company’s properties and things in action pursuant to s 272(2)(c) of the CA. |
| Sanderson v Classic Car Insurances Pty Ltd | New South Wales Supreme Court | Yes | (1985) 10 ACLR 115 | New South Wales | Cited for guidance on when a court can properly exercise its power under s 379(3) of the Companies (NSW) Code. |
| In the matter of AE&E Australia Pty Ltd (in liquidation) | New South Wales Supreme Court | Yes | [2017] NSWSC 950 | New South Wales | Cited for the principle that the court's power can be exercised where the liquidator's decision-making may be subject to criticism and is likely to be contested. |
| Re MF Global Australia Ltd (in liq) | New South Wales Supreme Court | Yes | [2012] NSWSC 994 | New South Wales | Cited for summarising the applicable principles in relation to the court’s power to give directions under s 479(3) of the Corporations Act 2001 (Cth). |
| Re Purchas (as liquidator of Astarra Asset Management Pty Ltd (in liq)) | New South Wales Supreme Court | Yes | [2011] NSWSC 91 | New South Wales | Cited for principles applicable to an application under s 511 of the Corporations Act 2001. |
| Dean-Willcocks v Soluble Solution Hydroponics Pty Ltd | New South Wales Supreme Court | Yes | (1997) 42 NSWLR 209 | New South Wales | Cited for the effect of a determination under the section is to sanction a course of conduct on the part of the liquidator so that he or she may adopt that course free from the risk of personal liability for breach of duty. |
| Handberg (in his capacity as liquidator of S&D International Pty Ltd) v MIG Property Services Pty Ltd | Victoria Supreme Court | Yes | [2010] VSC 336 | Victoria | Cited for the effect of a determination under the section is to sanction a course of conduct on the part of the liquidator so that he or she may adopt that course free from the risk of personal liability for breach of duty. |
| In the matter of Octaviar Limited (in liq) and Octaviar Administration Pty Ltd (in liq) | New South Wales Supreme Court | Yes | [2017] NSWSC 1005 | New South Wales | Cited for the conclusion that the court’s powers to give directions under ss 479(3) and 511 of the Corporations Act 2001 are of substantially the same character and are intended to facilitate the performance of a liquidator’s functions. |
| Hanberg (in his capacity as liquidator of S & D International Pty Ltd) (in liq) and another v MIG Property Services Pty Ltd and others | Victoria Supreme Court | Yes | (2010) 79 ACSR 373 | Victoria | Cited for reasons in support of treating applications by liquidators for directions from the court identically. |
| Re Great Southern Managers Australia Ltd (in liq) | Western Australia Supreme Court | Yes | [2014] WASC 312 | Western Australia | Cited for the determination will necessarily involve a broad consideration of matters in the overall context of the liquidation. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Securities and Futures Act 2001 (2020 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Liquidators
- Envy Companies
- Proposed Consolidation
- Interim Judicial Managers
- Overwithdrawn Investors
- Running account approach
- Committee of Inspection
- Letters of Agreement
- Receivables Purchase Agreement
- Insolvency, Restructuring and Dissolution Act 2018
15.2 Keywords
- Insolvency
- Liquidation
- Directions
- IRDA
- Companies Act
- Singapore
- Court Decision
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 95 |
| Restructuring and Dissolution | 90 |
| Liquidation | 85 |
| Administration of Insolvent Estates | 80 |
| Bankruptcy | 70 |
| Company Law | 60 |
16. Subjects
- Insolvency Law
- Company Law
- Civil Procedure