Lim Cheng San v Soup Empire Holdings: Director's Right to Inspect Company Records under Companies Act
In three originating applications, Lim Cheng San, a director of Soup Empire Holdings Pte Ltd (SEH) and its subsidiaries Lao Huo Tang Restaurant Pte Ltd (LHTR) and Lao Huo Tang Group Pte Ltd (LHTG), sought an order to inspect company documents under ss 199(3) and 396A of the Companies Act 1967. Goh Yihan JC of the General Division of the High Court allowed the applications, holding that as a director, Lim Cheng San has a presumptive right to inspect the documents unless the companies can demonstrate abuse of process. The companies' objections, including allegations of a fishing expedition and concerns about sharing documents with co-conspirators, were rejected. The court ordered costs of $12,000 to be paid by the companies to Lim Cheng San.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Applications Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court allowed director Lim Cheng San's application to inspect Soup Empire Holdings' records, affirming a director's presumptive right unless abuse is shown.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lim Cheng San | Claimant | Individual | Applications Allowed | Won | Lim Cheng Hock Lawrence, Eugene Quah Siew Ping |
| Soup Empire Holdings Pte Ltd | Defendant | Corporation | Applications Dismissed | Lost | Yeo Choon Hsien Leslie |
| Lao Huo Tang Restaurant Pte Ltd | Defendant | Corporation | Applications Dismissed | Lost | Yeo Choon Hsien Leslie |
| Lao Huo Tang Group Pte Ltd | Defendant | Corporation | Applications Dismissed | Lost | Yeo Choon Hsien Leslie |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Cheng Hock Lawrence | Matthew Chiong Partnership |
| Eugene Quah Siew Ping | Matthew Chiong Partnership |
| Yeo Choon Hsien Leslie | Sterling Law Corporation |
4. Facts
- Lim Cheng San is a director and beneficial shareholder of Soup Empire Holdings Pte Ltd.
- Lim Cheng San commenced a minority oppression suit against other shareholders and Soup Empire Holdings Pte Ltd.
- Lim Cheng San was terminated from his employment within the Group.
- Lim Cheng San received letters from the Inland Revenue Authority of Singapore regarding tax issues.
- Lim Cheng San sought to inspect company documents to address the IRAS matter.
5. Formal Citations
- Lim Cheng San v Soup Empire Holdings Pte Ltd and other matters, , [2023] SGHC 84
6. Timeline
| Date | Event |
|---|---|
| Minority oppression Suit 465 commenced by Edger through YSL. | |
| Edger's employment within the Group terminated by Thomas. | |
| High Court granted an interlocutory injunction against Edger's removal as director. | |
| High Court upheld the injunction against Edger's removal as director. | |
| Edger received letters from the Inland Revenue Authority of Singapore. | |
| Edger took out the present applications. | |
| Hearing of the applications. | |
| Decision issued allowing the applications. |
7. Legal Issues
- Director's Right to Inspect Company Records
- Outcome: The court held that a director has a presumptive right to inspect company records unless there is an abuse of process.
- Category: Substantive
8. Remedies Sought
- Order for inspection of company documents
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Mukherjee Amitava v DyStar Global Holdings (Singapore) Pte Ltd and others | Court of Appeal | Yes | [2018] 2 SLR 1054 | Singapore | Cited for the principle that a director has a presumptive right to inspect company documents and the burden is on the company to show abuse of process. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
| Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Inspection of accounting records
- Director's duties
- Minority oppression
- Companies Act
- IRAS matter
15.2 Keywords
- director
- inspection
- company records
- companies act
- singapore
16. Subjects
- Company Law
- Directors' Rights and Responsibilities
17. Areas of Law
- Companies Law
- Directors' Duties
- Inspection of Accounting Records