Jurisdiction - Singapore
Reports and Analysis
Singapore – Production Of Documents In A Liquidation.

21 August, 2014


Legal News & Analysis – Asia Pacific – Singapore – Insolvency & Restructuring



When a company is in liquidation, s285 of the Companies Act (“s285”) allows the Court to order any relevant person to give information or produce documents relating to the company. Of course, this power is not absolute, and there are grounds upon which a person may resist such an application. In BNY Corporate Trustee Services Ltd v Celestial Nutrifoods Ltd [2014] SGHC 155, the High Court had to consider the scope of these grounds of opposition.

In this case, the liquidator of a company sought access to documents from the company’s auditors, including their working papers and other primary documents. The auditors resisted the application on a number of grounds, calling into question the motivations of the liquidator, as well as alleging oppression.

The High Court allowed the liquidator’s application, ordering the auditors to produce the requested documents. In doing so, the Court analysed the principles governing the application of s285, as well as the applicability of the pleaded grounds of opposition.

Brief Facts

The application under s285 was brought by the Liquidator of Celestial Nutrifoods Ltd (the Company”). Upon taking control of the insolvent Company, the Liquidator discovered that the Company’s management was located in the People’s Republic of China (“PRC”), but was unable to obtain any meaningful assistance from them regarding the affairs of the Company. He also ascertained that the Company’s main assets appeared to have been diverted to third parties in a series of suspicious transactions.

PricewaterhouseCoopers LLP (“PwC”) had audited the Company’s financial statements from financial year 2004 to 2009. PwC had provided the Liquidator with certain documents, but the Liquidator alleged that this was insufficient to obtain a clear picture of the Company’s affairs, and requested the production of primary records behind the financial statements, as well as PwC’s working papers.


PwC objected to the application, and the matter came before the Court in this judgment.

Holding Of The High Court

The High Court found that the requested documents would be helpful in the Liquidator’s investigations into the Company’s affairs and the suspicious transactions. The Court also dismissed PwC’s grounds of objection, and thus allowed the Liquidator’s application for the production of documents.

General Principles

The Singapore Courts have adopted an expansive approach towards s285, allowing its invocation where it would benefit the company. In applying s285, the Court should consider the following:

(i) The purpose of the application and the oppression and inconvenience it causes must be balanced; s285 should not be used where the information can be otherwise obtained.

(ii) S285 should not be used oppressively, such as to prove a case against the examinee himself, or where the liquidator has already decided to sue the examinee.

(iii) Nonetheless, exposure to civil or criminal liability on the part of the examinee is only a factor to be taken into account, and is not conclusive.

(iv) A liquidator is presumed to be neutral, independent and acting in the company’s best interests.

PwC’s Objections

PwC objected to the application on a number of grounds, including that:

(i) The Liquidator was not acting objectively, and his true objective was to obtain evidence for a claim against PwC;

(ii) The application was oppressive as the working papers were proprietary information; and

(iii) The production of the documents would expose PwC to the risk of civil liability and criminal sanction under the law of the PRC.


The Court held that PwC had not shown any lack of objectivity on the part of the Liquidator. The Liquidator had not shown any indication of a claim against PwC and, in any event, seeking information with a view towards investigating whether a claim exists is not a bar to a s285 application.

The Court also found that the application was not oppressive. The fact that the working papers were PwC’s proprietary information does not prevent an order for production as long as the documents contain information of relevance.

Finally, the Court rejected the suggestion that producing the primary records would breach PwC’s civil confidentiality obligations, as well as certain PRC criminal provisions on confidentiality and state secrets. The Court was unconvinced that any such breach would be incurred, and highlighted that the PRC Court would in any event be unlikely to make a finding of criminal or civil liability against PwC when it was acting pursuant to a binding order of court.

Concluding Words

The scope of the Court’s power to make an order under s285 is relatively wide, allowing for the production of documents and the examination of the relevant individuals. As demonstrated in this case, the Court will generally be inclined to allow a s285 application where the information requested would help the liquidator in his duties.

Parties may object to a s285 application on certain grounds, such as the irrelevance of the information requested, ulterior motive on the part of the liquidator, or where the application is oppressive. Nonetheless, these grounds are not easily proven, and further complication may occur where the matter involves the law of a foreign jurisdiction. For example, in this case, the parties had to bring in expert witnesses to discuss whether the production of documents would infringe PRC laws.


Rajah & Tann


For further information, please contact:


Rebecca Chew, Partner, Rajah & Tann

[email protected]


Mark Cheng, Partner, Rajah & Tann

[email protected]

Rajah & Tann Insolvency & Restructuring Practice Profile in Singapore


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