Sw Chan Kit v Ntegrator Holdings Ltd: Winding Up Application Dispute
Sw Chan Kit, the former financial controller of Ntegrator Holdings Limited (NHL), applied to wind up NHL. The General Division of the High Court, presided over by Hri Kumar Nair J, heard the application on 24 January 2025 and ordered NHL to be wound up, finding that NHL had failed to demonstrate a substantial and bona fide dispute regarding its debt to Sw. NHL's claims of a cross-claim and discharge of debt were rejected. The court also considered a winding-up application against Ntegrator Private Limited (NPL), a subsidiary of NHL, but proceedings were stayed due to an automatic moratorium.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Order for Ntegrator Holdings Ltd to be wound up.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Winding up application by Sw Chan Kit against Ntegrator Holdings Ltd. Court ordered Ntegrator Holdings Ltd to be wound up due to insolvency.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sw Chan Kit | Claimant | Individual | Winding up order granted | Won | |
| Ntegrator Holdings Ltd | Defendant | Corporation | Winding up order granted | Lost | |
| Official Receiver | Other | Government Agency | Neutral | Neutral | Benjamin Yim of Official Receiver |
| UOB Ltd | Other | Corporation | Neutral | Neutral | |
| Zhou Qilin | Other | Individual | Neutral | Neutral | |
| Allied Nice International Ltd | Other | Corporation | Neutral | Neutral | |
| Chang Joo Whut | Other | Individual | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Hri Kumar Nair | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Sw provided a temporary bridging loan of S$150,000 to NHL.
- NHL made part payments of the loan principal and interest to Sw.
- A sum of S$106,859.66 remained outstanding.
- NHL admitted the outstanding debt in writing.
- NHL claimed the outstanding debt was discharged by a S$220,000 payment.
- Sw claimed the S$220,000 payment was a repayment of a temporary loan to NPL.
- NHL claimed Sw was absent from work without authorisation.
5. Formal Citations
- Sw Chan Kit v Ntegrator Holdings Ltd, Companies Winding Up No 233 of 2024, [2025] SGHC 16
6. Timeline
| Date | Event |
|---|---|
| Loan agreement entered into between Sw and NHL. | |
| Loan disbursed to NHL. | |
| NPL transferred S$220,000 to Sw. | |
| NHL proposed a repayment plan to Sw. | |
| Sw Chan Kit filed 1st Affidavit in HC/CWU 233/2024. | |
| Han Meng Siew filed 1st Affidavit in HC/CWU 238/2024. | |
| Tam Ki Ying Kit filed affidavit in HC/CWU 233/2024. | |
| NHL filed claims for damages against Sw, Han and Chang Joo Whut in HC/OC 984/2024. | |
| Sw Chan Kit filed 2nd Affidavit in HC/CWU 233/2024. | |
| Applicant filed Joint Skeletal Submissions in HC/OA 1310/2024. | |
| HC/OA 1310/2024 Grounds of Decision issued. | |
| Defendant’s Opening Statement filed. | |
| Hearing for CWU 233 and CWU 238; NPL filed application under s 64(1) of the IRDA; Court ordered NHL to be wound up. | |
| Judgment Date |
7. Legal Issues
- Insolvency
- Outcome: The court found that NHL was presumed to be insolvent due to its failure to respond to the statutory demand and that there was no substantial and bona fide dispute.
- Category: Substantive
- Sub-Issues:
- Failure to pay debts
- Substantial and bona fide dispute
- Breach of Fiduciary Duty
- Outcome: The court rejected the argument that Sw had acted in breach of his fiduciary duties to NHL.
- Category: Substantive
8. Remedies Sought
- Winding up order
9. Cause of Actions
- Winding up
10. Practice Areas
- Commercial Litigation
- Insolvency
- Corporate Law
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co) | Court of Appeal | Yes | [2020] 1 SLR 1158 | Singapore | Cited for the principle that a debtor-company need only raise triable issues to obtain a stay or dismissal of a winding up application. |
| Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal | Court of Appeal | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited for the principle that a debtor-company need only raise triable issues to obtain a stay or dismissal of a winding up application and the standard for showing a substantial and bona fide dispute is the same as that for resisting a summary judgment application. |
| Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd | Court of Appeal | Yes | [2023] 2 SLR 554 | Singapore | Cited for the principle that where a debtor-company has shown that a substantial and bona fide dispute exists, the court will typically dismiss or exceptionally stay the winding up application. |
| Barlow Clowes International Ltd (in liq) and others v Vaughan and others | N/A | Yes | [1992] 4 All ER 22 | N/A | Cited to define the 'first in, first out' rule. |
| Q & M Enterprises Sdn Bhd v Poh Kiat | High Court | Yes | [2005] 4 SLR(R) 494 | Singapore | Cited to explain that the 'first in, first out' rule is no more than an evidentiary rule. |
| Pars Ram Brothers (Pte) Ltd (in creditors’ voluntary liquidation) v Australian & New Zealand Banking Groups Ltd and other | Court of Appeal | Yes | [2018] 4 SLR 1404 | Singapore | Cited to explain that it is questionable whether the 'first in, first out' rule had any application outside a banker-customer relationship. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency Dispute Resolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Insolvency
- Statutory demand
- Substantial and bona fide dispute
- Fiduciary duty
- Temporary loan
- Outstanding debt
15.2 Keywords
- Winding up
- Insolvency
- Singapore
- Company
- Debt
- Dispute
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Insolvency Law | 80 |
| Corporate Law | 60 |
| Commercial Disputes | 50 |
16. Subjects
- Insolvency
- Company Law