Ang Chek Chin v ANS Import & Export Pte Ltd (formerly known as Ang Ngee Seng Import & Export Pte Ltd) [2020] SGHC 177
(Coram: Audrey Lim J)
Significance: Generally, a person who is not of the class of persons (company, creditor, contributory, official receiver or liquidator) should not be allowed to appear to be heard on the application to wind up the company. However, in appropriate circumstances, a person who would be directly affected by a winding up order may have the right to be added as a party to the proceedings.
S 285 of the Companies Act to summon a person is not meant for the purpose of determining whether a winding up should be granted but predicated on a winding up order made or provisional liquidator being appointed. The proper procedure for summoning witnesses is in s 257(2) of the CA, which allows the court on a winding up application to do certain things including directing a trial and directing that oral evidence be taken.
Who has a right to appear and be heard in winding up application
Issue: Whether a person who is not of an accepted class, ie, the company, a creditor, a contributory, the official receiver or the liquidator of the company (“the class of persons”), has a right to appear and be heard on an application for the winding up of the company. Generally, a person who is not of the class of persons should not be allowed to appear to be heard on the application to wind up the company.
However, there was no reason why, in appropriate circumstances, a person who would be directly affected by a winding up order should not have the right to be added as a party to the proceedings. The circumstances where such a course would be appropriate would be “exceptional” and “the mere fact that a person rightly anticipates that his or her rights will be detrimentally affected as a result of the winding up order would normally be quite insufficient to justify that person being added as a party”: at [18].
Power to Summon Witnesses
The court’s power under s 285 to summon a person to be examined on oath, to record his answers or to produce documents can be invoked only after the court has ordered a winding up or appointed a provisional liquidator: at [26].
The procedure in s 285 to summon a person is not meant for the purpose of determining whether a winding up should be granted – in such a case, the proper procedure lies in s 257(2) of the CA, which allows the court on a winding up application to do certain things including directing a trial and directing that oral evidence be taken: at [31].