Ordering The Production Of Documents In Winding Up ' Court Confirms Extra Territorial Effect Of Order

Published date15 November 2022
Subject MatterAccounting and Audit, Corporate/Commercial Law, Insolvency/Bankruptcy/Re-structuring, Audit, Corporate and Company Law, Directors and Officers, Insolvency/Bankruptcy
Law FirmRajah & Tann
AuthorMr Chew Xiang

Introduction

When a company is being wound up or is in judicial management, the Court may - upon the application of the liquidator, the judicial manager, or a creditor - order the production of documents or information relating to the company, as well as the attendance of the company's officers and the people holding the relevant books and records. This facilitates the obtaining of documents or information for the purpose of determining the reasons for the company's demise.

In Xu Wei Dong v Midas Holdings Ltd [2022] SGHC 268, the Singapore High Court confirmed that this power applies both locally and extra-territorially in respect of persons and documents located abroad. The Court also set out the factors it would consider in determining whether to grant such an order. Here, the Court granted an order against the former auditors of a company in liquidation for the production of documents relating to the audits carried out, despite the fact that one of the auditors was based in Hong Kong.

The Court's decision provides welcome clarity on whether such orders can be made against individuals and entities located outside of Singapore. It also demonstrates the approach taken by the Court to determine the grant of such orders.

This Update provides a summary of the key points of the decision.

Brief Facts

The Company in question was a Singapore company, and was the holding company of subsidiaries incorporated in Singapore and in the People's Republic of China ("PRC"). The Auditors were from a group of accounting firms, and were based in Singapore and Hong Kong respectively (referred to here as "Mazars SG" and "Mazars HK").

Mazars SG was the external auditor of the Company from 2012 to 2017, issuing auditors' reports from FY 2012 to FY 2016. These reports were prepared with the assistance of Mazars HK, which audited the subsidiaries incorporated in the PRC.

The Company instructed Mazars SG to stop work on the audit for 2017. Mazars HK had discovered potential irregularities relating to the bank accounts of the PRC subsidiaries and informed the Company, and further investigations were carried out. Mazars SG informed the Company that the audit reports could not be relied on due to certain discrepancies uncovered.

The Company was subsequently placed under liquidation, and the Liquidator was appointed. Various requests were made of the Auditors to provide documents relating to the audits for 2012 to 2017 ("Documents"). The Auditors provided some documents to the...

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