Factors and stages: considerations in a scheme of arrangement - A case update of Re Punj Lloyd Pte Ltd and another matter [2015] SGHC 321

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Executive summary

A recent decision by the learned Judicial Commissioner Aedit Abdullah saw the Singapore High Court clarify the factors which ought to be considered in an application to set aside an order made by the court pursuant to section 210(1) of the Companies Act (the “Act”). This is the case of Re Punj Lloyd Pte Ltd and another matter [2015] SGHC 321 (“Punj Lloyd”).

By way of background, section 210(1) of the Act reads as follows:

“Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them, the Court may, on the application in a summary way of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors or of the members of the company or class of members to be summoned in such manner as the Court directs.”

Background facts

The case concerned two sets of applications brought by the creditors of Punj Lloyd Private Limited (“PLPL”) and Sembawang Engineers and Constructors Pte Ltd (“SEC”) to set aside previously issued court orders for meetings to be held under section 210(1) of the Act to consider proposed schemes of arrangement in respect of the two companies. These orders were issued by the court on 18 September 2015.

SEC is a subsidiary and creditor of PLPL, which in turn is a wholly-owned subsidiary of Punj Lloyd Limited (“PLL”), a company listed on the Bombay Stock Exchange and the National Stock Exchange, both in India. The PLL group operates primarily in the engineering and construction, energy and infrastructure space.

The creditors raised concerns to the court in respect of three transactions (collectively, the “Impugned Transactions”), which they argued had not been sufficiently disclosed by the companies:

  1. A debt of S$91.8 million owed by PLPL to SEC (the “SEC Debt”), which constituted three times the value of other money owed by PLPL to its unrelated and unsecured creditors;
  2. The redemption by PLPL of preference shares held by PLL for S$50 million in December 2014 (the “Share Redemption”); and
  3. The divestment by PLPL of its Malaysian subsidiary, Punj Lloyd Oil & Gas Malaysia (“PLOG”), and subsequent transfer of PLOG to Punj Lloyd Infrastructure Pte Limited (“PLIPL”), an entity owned by PLL. In return for the transfer, PLIPL assumed PLPL’s liabilities to the sum of S$188,571,873. The transfer was said to be pending approval (the “PLOG Transfer”).

The creditors’ arguments

The creditors’ main arguments in respect of the Impugned Transactions were as follows:

  1. There was no full and frank disclosure of the Impugned Transactions;

  2. The Impugned Transactions were not intended to benefit the companies’ creditors. Instead, they were intended to dissipate assets and/or put the assets out of the creditors’ hands;

  3. The SEC Debt was not explained until late in the day, after the setting aside application was launched (the explanation given was that this represented money owed by PLPL to SEC in respect of SEC’s previous subsidiary, Simon Carves Limited, a UK entity);

  4. The Share Redemption should not have occurred as PLPL had already suffered large losses, and was thus liable to be set aside on the basis that it amounted to an undue preference in favour of PLL;

  5. Information about the PLOG Transfer was not disclosed earlier, and such non-disclosure was intentional;

  6. The PLOG Transfer was liable to be set aside as the giving of an undue preference, alternatively it was an attempt to ringfence assets from PLPL’s creditors since, as a result of the transaction, PLL was paid or secured in full in respect of S$144 million owed to it by PLPL; and

  7. PLPL’s intention behind the section 210 application was simply to avoid or delay a winding up, and avoid any setting aside of the Impugned Transactions.

The court’s decision

The court held that there was no significant distinction between the principles applicable to either an initial application for an order under section 210(1), or for an application to subsequently set aside that order.

The court then distinguished the considerations relevant in a section 210(1) application from those in an application under section 210(3) of the Act (i.e. when a scheme had passed muster with the meeting of the creditors and the court’s approval was being sought).

At the section 210(1) stage, the factors which the court ought to consider are as follows:

  1. the fairness of the proposed classification of creditors at the meeting;

  2. whether there was anything showing that the meeting would be futile (for example, because the proportion of opposing creditors means any proposal would be defeated, or if the circumstances were such that the scheme would clearly be doomed to failure); or

  3. matters which may indicate a possible abuse of the Court’s process.

The court then considered whether there had been a failure by PLPL and/or SEC to disclose material facts to the court. In this regard, the court held that what counted as material at the section 210(1) stage was “whether it affected either a matter of classification, the likelihood of success of the meeting, or anything indicating possible abuse of process”. The court held that the non-disclosure alleged by the creditors, as well as their complaints in respect of the Impugned Transactions, did not go towards these matters, and were therefore not material at the section 210(1) stage. Instead, these matters may be material at the section 210(3) stage.

The court further held that while allegations of possible undue preference or ulterior motive could show an abuse of process at the section 210(1) stage, the allegations in the present case fell short of that as they did not conclusively show wrongdoing and could not clearly be characterised as fraudulent. The court observed that on the companies’ evidence, there were reasonable explanations and/or justifications for all three Impugned Transactions – they were allegedly “connected to efforts to keep the group going and afloat”.

The court acknowledged the possibility of the companies’ evidence or explanations being subsequently found wanting upon closer scrutiny, but took the view that in that event, the creditors had the right not to approve the proposed scheme. Even if they did, the Court may refuse to approve the proposed scheme in the usual subsequent application made under section 210(3) of the Act.

On the facts, the court’s “greatest concern” was PLPL’s classification of SEC (qua creditor) at the PLPL meeting. PLPL’s creditors argued that due to the quantum of the SEC Debt, SEC could potentially dominate the PLPL meeting if it was grouped in the same class as PLPL’s unrelated unsecured creditors, thereby affecting the fairness of that meeting. Further, the issue of whether or not SEC would be so grouped was not addressed in PLPL’s initial section 210(1) application. Instead, it was only during the course of arguments that PLPL’s counsel indicated to the Court that the approach that PLPL would take was to have SEC in a separate class from the unrelated unsecured creditors.

PLPL then sought to explain the reason for this amendment to SEC’s classification at this late stage – ostensibly, the position was said to be finely balanced as (a) the position of SEC and its creditors had to be taken into account as SEC was also under a scheme proposal, and (b) the fact that SEC was a company in the same group of companies as PLPL made the position complicated and intricate. Ultimately, however, PLPL must have recognised that classifying SEC in the same class as the unrelated unsecured creditors might result in a situation where SEC’s vote will or be seen to dominate the meeting, thereby possibly affecting the fairness of the meeting.

The court held that generally, applicants for order under section 210(1) should ensure that when the application is first made, appropriate classes for meetings are proposed. However, the court allowed the amendment proposed by PLPL’s counsel in view of the complicated circumstances involving SEC.

Accordingly, the court refused the creditors’ application to set aside its earlier order under section 210(1). The court, however, declined to make an order as to costs on the basis that the companies’ filed their affidavits late and without leave, and failed to give due consideration to the issue of SEC’s categorisation for the PLPL meeting at an earlier stage.

Observations

Given the allegations raised, it does seem at first blush that there needs to be a fair bit of inquiry into the Impugned Transactions. Ought the court to have taken a more robust approach and/or direct the companies to provide further explanations, whether in the setting aside application or at the meeting under section 210?

The court’s approach in Punj Lloyd appears to be in line with the recent case law on the subject. In The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) & ors v TT International Ltd & anor appeal [2012] 2 SLR 213, the Singapore Court of Appeal cited with approval the findings made by Chadwick LJ in Re Hawk Insurance Co Ltd [2001] 2 BCLC 480 that each stage of the scheme of arrangement process served a distinct purpose. At the section 210(1) stage, the court’s concern was to ensure that those who are to be affected by the compromise or arrangement proposed have a proper opportunity of being present at the meeting/meetings at which the proposals are to be considered and voted upon.

The Court of Appeal further held that at this stage, the court “should not consider the merits and fairness of the scheme”. Rather, the court’s focus was on “the court’s jurisdiction to sanction the scheme later if it proceeds”. The focus was principally a matter of (a) the proposed composition of classes, and (b) whether there was a realistic prospect of the scheme receiving the requisite approval.

Accordingly, while the court in Punj Lloyd noted the creditors’ concerns in respect to the Impugned Transactions, it was justified in holding that this was a matter to be resolved at the second and third stages of the process (i.e. the creditors’ meeting stage and the court sanction stage) where a greater scrutiny of these transactions would no doubt be undertaken. Indeed, the companies in all likelihood will have to properly explain the Impugned Transactions at the meeting failing which they run the risk that the body of creditors will not approve the proposed scheme or even if approved, the court will not sanction it in the usual section 210(3) application.

Companies must take note that they are under a duty to give full disclosure of relevant information to their creditors in the explanatory circulars issued prior to the proposed creditors’ meeting pursuant to section 210(1) of the Act, in order to enable the creditors to make an informed decision on the proposed scheme. A failure to do so may result in either the creditors refusing to approve the proposed scheme, or the court refusing to sanction it at the section 210(3) stage: Re Econ Corp Ltd [2004] 1 SLR(R) 273; Wah Yuen Electrical Engineering Pte Ltd v Singapore Cable Manufacturers Pte Ltd [2003] 3 SLR(R) 629 (“Wah Yuen”); Re Halley’s Departmental Store Pte Ltd [1996] 1 SLR(R) 81.

In Wah Yuen, the court is also open to creditors to raise issues with respect to certain transactions or with respect to the proposed scheme. The company’s failure to properly address legitimate concerns of the creditors may either result in the creditors voting against the proposed scheme, or in the court refusing to sanction the scheme at the s210(3) stage.

Indeed, given the serious concerns expressed by the PLPL and SEC creditors in respect of the Impugned Transactions at the section 210(1) stage, it may be detrimental to PLPL’s and SEC’s endeavour to restructure their debts and save themselves from liquidation if they do not adequately disclose all relevant details of these transactions. Even if the proposed scheme passes muster at this stage, the court can, at the section 210(3) stage, refuse to sanction the proposed scheme if, as was the case in Wah Yuen, it finds that there has been a lack of transparency by the companies and/or a lack of information provided for the creditors to properly evaluate the proposed scheme.

At the time of this article, PLPL and SEC have applied to be placed under judicial management. Further updates will be provided in due course.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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