Kiri Industries v Senda International Capital: En Bloc Sale, Priority of Proceeds & Costs
In a dispute between Kiri Industries Ltd and Senda International Capital Ltd regarding their shareholdings in DyStar Global Holdings (Singapore) Pte Ltd, the Singapore International Commercial Court ordered an en bloc sale of the shares managed by court-appointed receivers. Kiri was to receive US$603.8m in priority from the sale proceeds, with Senda receiving the balance. The court addressed the costs of the proceedings, awarding Kiri 40% of its costs against Senda and ordering Kiri to pay 50% of DyStar's costs.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Senda to pay 40% of Kiri's costs and disbursements; Kiri to pay 50% of DyStar's costs and disbursements.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Court orders en bloc sale of DyStar shares, prioritizing Kiri Industries' proceeds. Kiri awarded 40% costs against Senda, pays 50% of DyStar's costs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Kiri Industries Ltd | Plaintiff | Corporation | Partial success in costs application, Partial success in costs application, Partial success in costs application, Partial success in costs application, Partial success in costs application, Partial success in costs application | Partial, Partial, Partial, Partial, Partial, Partial | Dhillon Dinesh Singh, Loong Tse Chuan, Lim Dao Kai, Mak Sushan Melissa, Dhivya Rajendra Naidu, Chee Yi Wen Serene, Jung Sol |
| Senda International Capital Ltd | Defendant | Corporation | Unsuccessful in costs application, Unsuccessful in costs application, Unsuccessful in costs application | Lost, Lost, Lost | Toh Kian Sing, Cheng Wai Yuen Mark, Soh Yu Xian Priscilla, Lim Wee Teck Darren, Liu Yulin, Mao Zhichao @ Mao Zhihong |
| DyStar Global Holdings (Singapore) Pte Ltd | Defendant | Corporation | Partial success in costs application, Partial success in costs application, Partial success in costs application | Partial, Partial, Partial | Jimmy Yim Wing Kuen, Manoj Belani, Sia Tian Wa Jeremy Marc, Chloe Shobhana Ajit, Samuel Wittberger |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the Appellate Division | Yes |
| Anselmo Reyes | International Judge | No |
| Roger Giles | International Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Dhillon Dinesh Singh | Allen & Gledhill LLP |
| Loong Tse Chuan | Allen & Gledhill LLP |
| Lim Dao Kai | Allen & Gledhill LLP |
| Mak Sushan Melissa | Allen & Gledhill LLP |
| Dhivya Rajendra Naidu | Allen & Gledhill LLP |
| Chee Yi Wen Serene | Allen & Gledhill LLP |
| Jung Sol | Allen & Gledhill LLP |
| Toh Kian Sing | Rajah & Tann Singapore LLP |
| Cheng Wai Yuen Mark | Rajah & Tann Singapore LLP |
| Soh Yu Xian Priscilla | Rajah & Tann Singapore LLP |
| Lim Wee Teck Darren | Rajah & Tann Singapore LLP |
| Liu Yulin | Rajah & Tann Singapore LLP |
| Mao Zhichao @ Mao Zhihong | Rajah & Tann Singapore LLP |
| Jimmy Yim Wing Kuen | Drew & Napier LLC |
| Manoj Belani | Drew & Napier LLC |
| Sia Tian Wa Jeremy Marc | Drew & Napier LLC |
| Chloe Shobhana Ajit | Drew & Napier LLC |
| Samuel Wittberger | Drew & Napier LLC |
4. Facts
- Kiri and Senda were shareholders in DyStar.
- The court ordered an en bloc sale of the shareholdings of Kiri and Senda in DyStar.
- Kiri was to receive US$603.8m in priority from the sale proceeds.
- Senda failed to comply with a previous Buy-Out Order.
- Kiri applied for substitute relief due to Senda's non-compliance.
- DyStar took a substantive position on the issues of priority and appointment of receivers.
5. Formal Citations
- Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017 (Summons No 24 of 2023), [2024] SGHC(I) 25
6. Timeline
| Date | Event |
|---|---|
| Suit filed | |
| Summons filed | |
| Case management conference | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Costs
- Outcome: The court determined that Kiri was the successful party against Senda, but apportioned costs to reflect the mixed success on specific issues. Kiri was ordered to pay a portion of DyStar's costs.
- Category: Procedural
- Sub-Issues:
- Determination of successful party
- Apportionment of costs
8. Remedies Sought
- Costs
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Commercial Litigation
- International Arbitration
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Comfort Management Pte Ltd v OGSP Engineering Pte Ltd | Singapore High Court | Yes | [2022] 5 SLR 525 | Singapore | Cited for the principle of determining the successful party in costs applications by taking a realistic and commercially sensible view of the outcome. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2024] SGHC(I) 14 | Singapore | Cited for the full grounds of the decision regarding the en bloc sale of shareholdings. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- En bloc sale
- Priority of proceeds
- Costs
- Receivers
- Buy-Out Order
- Shareholder dispute
15.2 Keywords
- Costs
- En bloc sale
- Shareholder dispute
- Priority of proceeds
- Singapore International Commercial Court
16. Subjects
- Civil Procedure
- Costs
- Shareholder Disputes
17. Areas of Law
- Civil Procedure
- Costs
- Commercial Law
- Shareholder Disputes