RHB Bank Bhd v Bob TX Food Empire: Winding Up Order Based on Insolvency

In the General Division of the High Court of Singapore, Vinodh Coomaraswamy J ordered the winding up of Bob TX Food Empire Pte Ltd, Valulogistics Pte Ltd, and Valusports Pte Ltd in three related applications by RHB Bank Berhad. The court found the companies to be insolvent under the Insolvency, Restructuring and Dissolution Act 2018 and rejected the defendants' request for an adjournment, concluding that the prerequisites for a winding-up order were met and no sufficient basis existed to disapply the general rule of insolvency practice. The judgment was delivered on 18 December 2024, following a hearing on 27 September 2024.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Winding-up order made against each defendant

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Winding-up applications against Bob TX Food Empire and related companies were granted due to insolvency, with the court rejecting adjournment requests.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
RHB Bank BerhadClaimantCorporationWinding-up order madeWon
Bob TX Food Empire Pte LtdDefendantCorporationWinding-up order madeLost
Valulogistics Pte LtdDefendantCorporationWinding-up order madeLost
Valusports Pte LtdDefendantCorporationWinding-up order madeLost

3. Judges

Judge NameTitleDelivered Judgment
Vinodh CoomaraswamyJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Ng Yeow KhoonShook Lin & Bok LLP
Claudia KhooShook Lin & Bok LLP
Fiona ThamShook Lin & Bok LLP
Dilip KumarGavan Law Practice LLC
Dube Vinod KumarWhitefield Law Corporation

4. Facts

  1. RHB Bank Berhad filed winding-up applications against Bob TX Food Empire, Valulogistics, and Valusports.
  2. The applications were based on the grounds that the companies were insolvent under the Insolvency, Restructuring and Dissolution Act 2018.
  3. The claimant asserted that Bob TX is indebted to the claimant in the sum of $1.38m.
  4. The claimant asserted that Valulogistics is indebted to the claimant in the sum of $0.27m.
  5. The claimant asserted that Valusports is indebted to the claimant in the sum of $0.64m.
  6. The defendants requested an adjournment of the winding-up applications, which was declined.
  7. The sole shareholder and director of each defendant company is Ms. Yap Shiaw Wei, who is also a guarantor of the debts.

5. Formal Citations

  1. RHB Bank BhdvBob TX Food Empire Pte Ltd and other matters, Companies Winding Up Nos 205, 207 and 208 of 2024, [2024] SGHC 305

6. Timeline

DateEvent
Valusports Pte Ltd incorporated
Valulogistics Pte Ltd incorporated
Bob TX Food Empire Pte Ltd incorporated
CIMB Bank Berhad presented bankruptcy application against Ms Yap
Claimant's solicitors served letters of demand on each defendant
Claimant presented bankruptcy application against Ms Yap
Ms Yap sought protection from creditors by applying for an interim order
Assistant Registrar Tan Ee Kuan dismissed Ms Yap’s IO application
Claimant presented the three CWUs against the three defendants
CWUs came up for hearing before Hri Kumar Nair J; adjourned for a month
Mohamed Faizal JC dismissed Ms Yap’s appeal against AR Tan’s dismissal of the IO application
Hearing of the CWUs before Vinodh Coomaraswamy J
Winding-up order made against each defendant

7. Legal Issues

  1. Grounds for Winding Up Petition
    • Outcome: The court found that the defendants were insolvent within the meaning of s 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018.
    • Category: Substantive
    • Sub-Issues:
      • Insolvency
      • Inability to pay debts
  2. Discretion to Order Winding Up
    • Outcome: The court declined to exercise its discretion to adjourn the winding-up applications, finding no basis to disapply the general rule of insolvency practice.
    • Category: Procedural
    • Sub-Issues:
      • Adjournment of winding-up application
      • Disapplication of general rule

8. Remedies Sought

  1. Winding-up order

9. Cause of Actions

  • Insolvency
  • Winding up

10. Practice Areas

  • Insolvency
  • Corporate Restructuring
  • Debt Recovery

11. Industries

  • Food and Beverage
  • Logistics
  • Retail
  • Sports Equipment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd (formerly known as Tong Teik Pte Ltd)Singapore Law ReportsYes[2021] 2 SLR 478SingaporeCited for the substantive financial test of a company being unable to pay its debts.
Re Yap Shiaw Wei (RHB Bank Bhd and others, non-parties)High CourtYes[2024] SGHC 232SingaporeCited regarding the dismissal of Ms. Yap's appeal against the dismissal of her interim order application.
Comfort Management Pte Ltd v OGSP Engineering Pte Ltd and anotherSingapore Law ReportsYes[2022] 5 SLR 525SingaporeCited for the principles on which judicial discretions are to be exercised.
Sharp v WakefieldHouse of LordsYes[1891] AC 173United KingdomCited for the principles on which judicial discretions are to be exercised.
Chng Yew Chin v Public ProsecutorSingapore Law ReportsYes[2006] 4 SLR(R) 124SingaporeCited for the principles on which judicial discretions are to be exercised.
Chew Soo Chun v Public Prosecutor and another appealSingapore Law ReportsYes[2016] 2 SLR 78SingaporeCited as overruled on a different point.
Metalform Asia Pte Ltd v Holland Leedon Pte LtdSingapore Law ReportsYes[2007] 2 SLR(R) 268SingaporeCited for the general rule that the petitioning creditor has a prima facie entitlement, ex debito justitiae, to a winding-up order.
BNP Paribas v Jurong Shipyard Pte LtdSingapore Law ReportsYes[2009] 2 SLR(R) 949SingaporeCited for the general rule that the petitioning creditor has a prima facie entitlement, ex debito justitiae, to a winding-up order.
Bowes v The Directors of The Hope Life Insurance and Guarantee CompanyHouse of Lords CasesYes(1865) 11 HLC 388United KingdomCited for the general rule that it is ordinarily the court’s duty to make a winding-up order on an application in this class.
In re Bank of Credit and Commerce International SA (No 10)Chancery DivisionYes[1997] Ch 213United KingdomCited for the adoption and application of rules of insolvency law and practice through accretion of judicial decisions.
Beluga Chartering GmbH (in liquidation) and others v Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (deugro (Singapore) Pte Ltd, non-party)Singapore Law ReportsYes[2014] 2 SLR 815SingaporeCited for the adoption and application of rules of insolvency law and practice through accretion of judicial decisions.
In re International Tin CouncilChancery DivisionYes[1987] Ch 419United KingdomCited for the principle that a winding-up order extinguishes the company’s right and power to carry on business.
Walker v WimborneHigh Court of AustraliaYes(1976) 137 CLR 1AustraliaCited for the principle that a winding-up order establishes the rights and interests of the creditors of a company as paramount.
Nicholson v Permakraft (NZ) Ltd (in liq)Court of Appeal of New ZealandYes[1985] 1 NZLR 242New ZealandCited for the principle that a winding-up order establishes the rights and interests of the creditors of a company as paramount.
Kinsela & Anor v Russell Kinsela Pty Ltd (in liq)Supreme Court of New South WalesYes(1986) 10 ACLR 395AustraliaCited for the principle that a winding-up order establishes the rights and interests of the creditors of a company as paramount.
Liquidators of Progen Engineering Pte Ltd v Progen Holdings LtdSingapore Law ReportsYes[2010] 4 SLR 1089SingaporeCited for the principle that a winding-up order establishes the rights and interests of the creditors of a company as paramount.
BTI 2014 LLC v Sequana SA and othersHouse of LordsYes[2022] 3 WLR 709United KingdomCited for the principle that a winding-up order establishes the rights and interests of the creditors of a company as paramount.
Chee Kheong Mah Chaly and others v Liquidators of Baring Futures (Singapore) Pte LtdSingapore Law ReportsYes[2003] 2 SLR(R) 571SingaporeCited for the principle that new credit raised by the liquidator will be a cost of the winding-up.
The “Hull 308”Singapore Law ReportsYes[1991] 2 SLR(R) 643SingaporeCited for the fundamental principle of insolvency law that the loss occasioned by a company’s insolvency be distributed pari passu.
The Commissioners for Her Majesty’s Revenue and Customs v The Football League Ltd (The Football Association Premier League Ltd, intervening)High Court of JusticeYes[2012] EWHC 1372 (Ch)United KingdomCited for the fundamental principle of insolvency law that the loss occasioned by a company’s insolvency be distributed pari passu.
Strategic Value Capital Solutions Master Fund LP and others v AGPS BondCo plcCourt of AppealYes[2024] EWCA Civ 24United KingdomCited for the fundamental principle of insolvency law that the loss occasioned by a company’s insolvency be distributed pari passu.
In re Vuma LtdHigh CourtYes[1960] 1 WLR 1283United KingdomCited for the view taken by the general body of the company’s creditors taken as a whole as to whether the court should disapply the general rule.
Re Longmeade Ltd (In liquidation)High CourtYes[2016] EWHC 356 (Ch)United KingdomCited for the view taken by the general body of the company’s creditors taken as a whole as to whether the court should disapply the general rule.

13. Applicable Rules

Rule Name
r 74 of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
s 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 125(2)(c) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 128(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 276(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 64(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 64(8) read with s 64(14) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 65 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 65(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 64(2) and 64(4) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 64(9) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 91(1) of the Insolvency, Restructuring and Dissolution Act 2018 read with s 90 of the ActSingapore
s 107 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 89(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 112(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 63(2) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 144(1)(a) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 164(2) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 133(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 206(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 203(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 172 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 144(2)(f) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 203(1)(a) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 280(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 280(5) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 282(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Companies Act 1967Singapore
s 254(2)(c) of the Companies ActSingapore
s 210(1) of the Companies Act 1967Singapore
s 210(10) of the Companies ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding-up
  • Insolvency
  • Interim order
  • Voluntary arrangement
  • Guarantor
  • Creditor
  • Debtor
  • Restructuring regime
  • Pari passu
  • Liquidation

15.2 Keywords

  • Winding up order
  • Insolvency
  • RHB Bank
  • Bob TX Food Empire
  • Valulogistics
  • Valusports
  • Singapore High Court
  • Companies Act
  • Restructuring
  • Debts

17. Areas of Law

Area NameRelevance Score
Insolvency Law95
Winding Up95
Restructuring and Dissolution80
Banking and Finance30
Corporate Law20

16. Subjects

  • Insolvency
  • Corporate Law
  • Winding-Up Applications