All Measure Technology (S) Pte. Ltd.

"For all the reasons above, I dismiss OA 350. In sum, I do not think that the applicant has satisfied the procedural and substantive requirements for a mortarium to be granted pursuant to s 64(1) of the IRDA." — Per Goh Yihan JC, Para 38

Case Information

• Citation: [2023] SGHC 148 (Para 1)
• Court: In the General Division of the High Court of the Republic of Singapore (Para 1)
• Date: 17 May 2023 (Para 1)
• Coram: Goh Yihan JC (Para 1)
• Case Numbers: Originating Application No 350 of 2023 and Summons No 1114 of 2023 (Para 1)
• Area of Law: Companies — Schemes of arrangement — Whether a moratorium should be granted (Para 1)
• Counsel for the applicant: Tan Ming Yew Clarence (Fervent Chambers LLC) (Para 38)
• Counsel for RHB Bank Bhd: Sim Kwan Kiat and Yeo En Fei Walter (Rajah & Tann Singapore LLP) (Para 38)
• Counsel for Standard Chartered Bank (Singapore) Ltd: Timothy Ang Wei Kiat (Rajah & Tann Singapore LLP) (Para 38)
• Counsel for Hongkong and Shanghai Banking Corporation Ltd: Toh Ming Wai (Harry Elias Partnership LLP) (Para 38)
• Counsel for Eifel Capital Pte Ltd, FundTier Pte Ltd and Cash in Asia Pte Ltd: Kieran Martin Singh Dhaliwal (Aquinas Law Alliance LLP) (Para 38)
• Counsel for Hioki Singapore Pte Ltd: Ng Wei Kit Joshua (Focus Law Asia LLC) (Para 38)
• Counsel for Y Fong Electrical Co Ltd: Sam Soon Chin Swee (unrepresented) (Para 38)

Summary

This was an ex tempore decision on an application for a moratorium under s 64 of the Insolvency, Restructuring and Dissolution Act 2018 in aid of a proposed scheme of arrangement. The applicant had previously obtained a shorter moratorium in an earlier application, but the present application was dismissed because the court found that the procedural requirements were not satisfied, the proposal lacked sufficient particularisation and bona fides, and there was no evidence of support from the general run of creditors. (Paras 3, 5, 6, 38)

The court emphasised that a moratorium is extraordinary relief and that the statutory scheme requires both procedural compliance and substantive justification. In particular, the court treated the notice requirements and creditor-list accuracy as integral to the court’s ability to assess the proposal, and it considered the absence of timely notice and the inaccuracies in the creditor information to be serious defects. (Paras 8, 9, 14, 23, 25)

On the merits, the court held that the proposal was insufficiently particularised and lacked bona fides on the whole. It also found that the applicant had not shown support from the general run of creditors, relying instead on support from one major creditor and two other individual creditors, which was not enough on the facts. The court therefore dismissed OA 350, while allowing SUM 1114 to amend the moratorium terms and making consequential costs orders. (Paras 2, 32, 33, 36, 38)

Why Did the Court Treat a Moratorium as Extraordinary Relief Under s 64 of the IRDA?

The court began by situating the application within the statutory and doctrinal framework governing moratoria in restructuring cases. It noted that the relevant cases interpreting the predecessor provision, s 211B(1) of the Companies Act, remained applicable to s 64(1) of the IRDA, and it relied on the established description of a moratorium as extraordinary relief that holds in abeyance the enforcement of creditors’ legitimate rights. That framing mattered because it set a high threshold for the applicant: the court was not simply asked to grant breathing space, but to suspend creditor enforcement rights in aid of a restructuring proposal that had to be credible and properly presented. (Paras 8, 9)

"Kannan Ramesh J (as he then was) in the seminal High Court decision of Re IM Skaugen SE and other matters [2019] 3 SLR 979 (“IM Skaugen”) described a moratorium as “an extraordinary relief holding in abeyance the enforcement of the legitimate rights of creditors against the company that is seeking to restructure” (at [44])." — Per Goh Yihan JC, Para 8

The court then explained that the statutory inquiry is not limited to substance alone. It expressly stated that there are both procedural and substantive requirements that must be met before a moratorium can be granted under s 64(1) of the IRDA, and it stressed that the procedural requirements are “just as important as the substantive requirements” because they assist the court in assessing the merits of the restructuring proposal. In other words, the court treated compliance with notice and disclosure obligations as part of the architecture of the moratorium regime, not as mere technicalities. (Paras 9, 10)

"In this regard, there are both procedural and substantive requirements that must be met before a moratorium can be granted under s 64(1) of the IRDA." — Per Goh Yihan JC, Para 9

The court also identified the substantive test as whether, on a broad assessment, there is a reasonable prospect of the proposed or intended compromise or arrangement working and being acceptable to the general run of creditors. That test, as the court noted, requires the application to contain sufficient particulars so that the court can make the broad assessment. The court therefore approached the application as one that had to be both procedurally sound and substantively credible, with the quality of the proposal and the quality of the supporting evidence being central to the outcome. (Paras 10, 11)

"the substantive test for whether a moratorium should be granted is whether, on a broad assessment, there is a reasonable prospect of the proposed or intended compromise or arrangement working and being acceptable to the general run of creditors" — Per Goh Yihan JC, Para 10

What Were the Procedural Defects in OA 350?

The court’s first major ground for dismissal was non-compliance with the procedural requirements in the IRDA. The applicant had to publish notice of the application in the Gazette and in at least one English local daily newspaper, send a copy of the Gazette notice to the Registrar of Companies, and, unless the court ordered otherwise, send notice to each creditor meant to be bound by the proposed compromise or arrangement and known to the company. The court treated these requirements as essential because they ensure that affected parties are informed in time to respond meaningfully. (Paras 19, 24, 25)

"64.—(3) When the company makes the application under subsection (1) to the Court — (a) the company must publish a notice of the application in the Gazette and in at least one English local daily newspaper, and send a copy of the notice published in the Gazette to the Registrar of Companies; and (b) unless the Court orders otherwise, the company must send a notice of the application to each creditor meant to be bound by the intended or proposed compromise or arrangement and who is known to the company" — Per Goh Yihan JC, Para 19

On the facts, the court noted that the applicant only published the required notices in The Business Times on 15 May 2023, and in the E-Government Gazette and the Government Gazette on 16 May 2023 and 17 May 2023 respectively. The court considered this timing problematic because it would not provide presently unknown creditors with sufficient time to meaningfully respond to the application. The procedural defect was therefore not merely formal; it went to the fairness and utility of the moratorium process itself. (Paras 23, 25)

"In any case, the applicant only published the required notices in The Business Times on 15 May 2023, and in the E-Government Gazette and the Government Gazette on 16 May 2023 and 17 May 2023, respectively." — Per Goh Yihan JC, Para 23

The court also referred to r 14 of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020, which provides that, unless the court gives permission to the contrary, an application must be served on every person affected by the application not less than seven days before the hearing. The court’s reasoning was that the notice regime is designed to give affected creditors a real opportunity to engage, and the late publication in this case undermined that objective. This procedural failure was one of the reasons the court concluded that the application was not put forward with serious intent and thought. (Paras 24, 25, 32)

"Length of notice 14. Unless the Court gives permission to the contrary or otherwise provided in Parts 3 to 12 or Part 22 of the Act or these Rules, an application must be served on every person affected by the application not less than 7 days before the date of the hearing of the application." — Per Goh Yihan JC, Para 24

Why Did the Court Find the Creditor Lists Problematic?

A further procedural concern was the accuracy of the creditor lists filed by the applicant. The court observed that RHB had pointed out errors in relation to both the amount due and owing to it and its status as an unsecured creditor. In particular, RHB submitted that the applicant had completely omitted a sum of S$88,750.57 due and owing to RHB under a SME Working Capital Loan under the Local Enterprise Finance Scheme. The court treated this as a serious issue because inaccurate creditor information undermines the court’s ability to assess whether the proposal is properly framed and whether creditors have been given the information they need. (Para 14)

"In the present case, RHB has highlighted how the applicant has made errors in relation to (a) the amount due and owing to it, and (b) its status as an unsecured creditor. For example, RHB submits that the applicant has completely omitted the sum of S$88,750.57 as due and owing to RHB by way of a SME Working Capital Loan under the Local Enterprise Finance Scheme (“WCL Facility”)." — Per Goh Yihan JC, Para 14

The court said that it had doubts about the accuracy of the list of secured and unsecured creditors provided in OA 350. It reasoned that if the applicant could not particularise its debts accurately despite being given clear opportunities to do so, then it was difficult to think that creditors had accurate information to assess the proposed scheme. That reasoning linked the procedural defect to the substantive inquiry: a defective creditor list does not merely create administrative inconvenience, but also impairs the court’s ability to determine whether the proposal has a realistic chance of acceptance. (Paras 15, 10)

"Given the circumstances I have described above, I have my doubts as to the accuracy of the list of secured and unsecured creditors that the applicant has provided in OA 350. Indeed, if the applicant is not able to particularise its debts accurately despite being given clear opportunities to do so, it is difficult to think that creditors have accurate information to assess the proposed scheme." — Per Goh Yihan JC, Para 15

The court’s treatment of the creditor lists also fed into its broader conclusion that the application lacked serious intent and thought. The judge did not treat the inaccuracies as isolated slips; rather, they were part of a pattern suggesting that the proposal had not been prepared with the level of care required for extraordinary relief. This was especially significant because the court had already emphasised that procedural compliance is integral to the court’s substantive assessment. (Paras 9, 15, 32)

Why Did the Court Say the Proposed Scheme Lacked Particularisation and Bona Fides?

The court’s second major ground for dismissal was that the proposed scheme was insufficiently particularised and lacked bona fides on the whole. The court framed the issue by reference to established authority that a moratorium application must be made in good faith and not as an attempt to game the system by seeking restraint orders without putting forward a serious proposal. It also noted that the court will look at whether the proposal is sufficiently particularised, because a lack of particularisation may show the absence of serious intent and thought. (Paras 10, 32)

"whether the moratorium application is made in good faith (ie, with bona fides) and is not an attempt to game the system by companies seeking the benefit of restraint orders without putting forward a serious proposal" — Per Goh Yihan JC, Para 10

Applying that framework, the court found that the applicant’s proposal did not inspire confidence. The applicant had filed a proposal dated 17 April 2023, but the court considered the overall presentation of the restructuring plan to be too imprecise. The judge’s concern was not simply that the proposal was incomplete in some minor respect; rather, the lack of particularisation meant that the court could not be satisfied that the applicant had put forward a serious and workable restructuring plan. (Paras 7, 10, 32)

"In assessing bona fides, the court will look at whether the proposal is sufficiently particularised, since the lack of particularisation may show the absence of serious intent and thought" — Per Goh Yihan JC, Para 10

The court then drew the conclusion that, coupled with the other procedural failures, OA 350 was not put forward with serious intent and thought. That conclusion was important because it connected the quality of the proposal to the applicant’s overall credibility. The court was not persuaded that the applicant had presented a restructuring plan that could properly be tested by creditors or evaluated by the court. Instead, the proposal’s lack of precision reinforced the view that the application lacked bona fides. (Paras 32, 10)

"Accordingly, coupled with the other procedural failures I had outlined above, I find that OA 350 is not put forward with serious intent and thought." — Per Goh Yihan JC, Para 32

How Did the Court Assess Whether There Was Support From the General Run of Creditors?

The third major issue was whether there was evidence of support from the general run of creditors. The court stated the substantive test in terms of a reasonable prospect of the compromise or arrangement working and being acceptable to the general run of creditors. It then considered whether the applicant had shown such support on the evidence before it. The answer was no: the court found no real evidence of support apart from Mr Soon and two other individual creditors. (Paras 10, 33)

"Finally, I find that there is no real evidence of support from the general run of creditors apart from Mr Soon and two other individual creditors." — Per Goh Yihan JC, Para 33

The court’s reasoning on this point was closely tied to the lack of particularisation. If the proposal is not sufficiently detailed, creditors cannot meaningfully assess it, and the court cannot infer that the general run of creditors would support it. The court therefore treated the absence of broader creditor support as a substantive failure, not merely as a numerical shortfall. The fact that one creditor was said to be the applicant’s largest creditor did not, by itself, establish the kind of general creditor support required for a moratorium. (Paras 7, 10, 33)

The court also referred to Re Aaquaverse Pte Ltd and other matters for the proposition that a moratorium application will fail if there is no reasonable prospect of the compromise or arrangement working, notwithstanding that there might be creditor support. That authority reinforced the point that creditor support is necessary but not sufficient; the proposal must still be workable and credible. In this case, the court found that the applicant had not crossed that threshold. (Para 36)

"a moratorium application will fail if there was no reasonable prospect of the compromise or arrangement working, notwithstanding that there might be creditor support" — Per Goh Yihan JC, Para 36

What Were the Applicant’s Proposed Restructuring Steps, and Why Did They Not Persuade the Court?

The applicant’s proposal, as described in the extraction, had three main components. First, it had obtained Mr Soon’s agreement, stated to be owed S$1.53 million, to acquire all of the applicant’s shares in exchange for Mr Soon waiving his claim for repayment. Second, it proposed to sell the applicant’s assets and distribute the surplus proceeds to creditors. Third, it proposed to make a further payment of up to S$250,000 to unsecured creditors pro rata over 48 months in quarterly instalments. These steps were presented as the basis for the requested moratorium. (Para 7)

"First, it has successfully obtained Mr Soon’s agreement (stated to be owed S$1.53 million) to acquire all of the applicant’s shares in exchange for Mr Soon waiving his claim for repayment (“the Debt for Equity Swap”)." — Per Goh Yihan JC, Para 7

"Third, as regards the remaining debts that are not paid off by the Debt for Equity Swap and the distribution of surplus assets, it was stated that the applicant intends to make a further payment of a maximum of S$250,000 to all of the applicant’s unsecured creditors pro rata over a period of 48 months in quarterly instalments." — Per Goh Yihan JC, Para 7

Despite these proposed steps, the court was not persuaded that the scheme had been sufficiently particularised or that it had a reasonable prospect of working. The extraction shows that the court was concerned with the absence of accurate creditor information, the late and incomplete notice process, and the lack of broader creditor support. Those defects meant that the court could not be satisfied that the proposal was ready for creditor scrutiny or that it had been advanced with the seriousness required for a moratorium. (Paras 15, 23, 32, 33)

The court’s approach indicates that a restructuring proposal cannot rely on broad assertions of future payment or asset sale without the supporting detail needed to test feasibility. The debt-for-equity swap, asset sale, and instalment payment plan may have been the applicant’s intended route to compromise, but the court found that the application as presented did not provide enough precision or evidence to justify the extraordinary relief sought. (Paras 7, 10, 32, 38)

How Did the Court Deal With the Earlier Moratorium and the Procedural History?

The procedural history mattered because the applicant had already sought and obtained an earlier moratorium. On 22 October 2022, it first applied for a six-month moratorium under s 64 of the IRDA in OA 706. On 21 November 2022, the General Division heard OA 706 and granted a three-month moratorium after considering the views of some creditors. That moratorium expired on 21 February 2023, and the applicant did not seek any extension. The present application was filed on 6 April 2023. (Paras 5, 6)

"On 22 October 2022, the applicant first applied for a six-month moratorium under s 64 of the IRDA in HC/OA 706/2022 (“OA 706”). On 21 November 2022, the General Division of the High Court (“the General Division”) heard OA 706 and granted a three-month moratorium after considering the views of some creditors. This moratorium expired on 21 February 2023. The applicant did not seek any extension to this moratorium." — Per Goh Yihan JC, Para 5

The court did not treat the earlier moratorium as determinative, but the history provided context for the present application. The fact that the applicant had already received a three-month moratorium and then later returned with a fresh application meant that the court was entitled to scrutinise whether the new application was properly prepared and supported. The timing also underscored the importance of compliance with notice requirements, because the applicant was seeking further restraint after the earlier moratorium had already expired. (Paras 5, 6, 9)

In that setting, the court’s insistence on procedural and substantive rigour is unsurprising. A company that has already had the benefit of a moratorium must still satisfy the statutory criteria afresh if it seeks further relief. The court’s dismissal shows that prior access to moratorium relief does not relax the statutory requirements; if anything, it heightens the need for a clear, accurate, and bona fide proposal. (Paras 5, 9, 38)

What Did the Court Decide on SUM 1114 and the Final Orders?

Before addressing the merits of OA 350, the court dealt with SUM 1114, which sought to amend the terms of the moratorium application. The amendments would make the terms more precise and shorten the moratorium period from three months to two months. The court allowed those amendments, but it made clear that any order on OA 350 would be in light of the amended terms. The allowance of SUM 1114 did not save the substantive application. (Paras 2, 38)

"The secondary application is HC/SUM 1114/2023 (“SUM 1114”), where the applicant seeks to amend the terms of OA 350. In essence, the amendments would (a) make the terms of the moratorium sought more precise, and (b) shorten the moratorium period from three months to two months." — Per Goh Yihan JC, Para 2

"After considering the proposed amendments, I allow SUM 1114. As such, any order I make in relation to OA 350 in this decision would be in light of the requested amendments in SUM 1114." — Per Goh Yihan JC, Para 2

At the end of the hearing, the court dismissed OA 350 and made consequential costs orders. The extraction does not specify the exact allocation or quantum of costs, but it is clear that the applicant did not obtain the moratorium it sought. The final disposition therefore reflected the court’s view that the application failed both procedurally and substantively. (Para 38)

"I make the consequential costs orders as I outlined at the end of the hearing." — Per Goh Yihan JC, Para 38

The final order is important because it demonstrates that even where a court is prepared to permit amendments to refine the application, the applicant must still satisfy the statutory threshold. The amendment of the application’s terms did not cure the underlying defects in notice, particularisation, bona fides, or creditor support. (Paras 2, 32, 33, 38)

Why Does This Case Matter for Future Moratorium Applications?

This case is a strong reminder that a moratorium under s 64 of the IRDA is not granted as a matter of course. The court treated the relief as extraordinary and insisted on strict compliance with both procedural and substantive requirements. For practitioners, the case underscores the need to ensure that creditor lists are accurate, notices are timely and properly served, and the restructuring proposal is detailed enough to permit meaningful assessment by both the court and creditors. (Paras 8, 9, 14, 23, 25)

The decision also shows that the court will not infer bona fides from broad assertions or incomplete restructuring steps. A proposal must be sufficiently particularised, and the applicant must be able to show that the general run of creditors can realistically evaluate and support it. The court’s reasoning suggests that a moratorium application that is vague, late, or internally inconsistent risks being dismissed even if some creditors are supportive. (Paras 10, 15, 32, 33, 36)

More broadly, the case illustrates how procedural defects can affect the substantive outcome. The court expressly linked the notice regime to its ability to assess the proposal, and it treated inaccurate creditor information as undermining the fairness and credibility of the application. That integrated approach means that applicants should treat the procedural steps as part of the merits case, not as a separate box-ticking exercise. (Paras 9, 19, 24, 25)

Cases Referred To

Legislation Referenced

• Insolvency, Restructuring and Dissolution Act 2018, s 64(1) (Paras 8, 9, 38) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(3)(a) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(3)(b) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(4)(a) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(4)(b) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(4)(c) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution Act 2018, s 64(4)(d) (Para 19) [CDN] [SSO]
• Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020, r 14 (Para 24)
• Companies Act (Cap 50, 2006 Rev Ed), s 211B(1) as predecessor provision referred to in the judgment (Para 8) [CDN] [SSO]

What Was the Court’s Overall Reasoning Chain?

The court’s reasoning proceeded in a clear sequence. First, it identified the statutory framework and the governing authorities, including the principle that a moratorium is extraordinary relief and that both procedural and substantive requirements must be satisfied. Second, it examined whether the applicant had complied with the notice and disclosure obligations, and it found defects in the timing of publication and the accuracy of the creditor lists. Third, it assessed the proposal’s particularisation and bona fides, concluding that the application lacked serious intent and thought. Fourth, it considered whether there was evidence of support from the general run of creditors and found that there was not. (Paras 8, 9, 14, 15, 23, 25, 32, 33)

That sequence matters because it shows that the court did not treat any single defect as isolated. Instead, the defects reinforced one another: inaccurate creditor information made it harder for creditors to assess the proposal; late notice reduced the opportunity for meaningful response; lack of particularisation undermined bona fides; and the absence of broader creditor support confirmed that the proposal had not yet reached the level of credibility required for a moratorium. The court’s conclusion was therefore cumulative rather than merely formalistic. (Paras 10, 15, 25, 32, 33)

In the end, the court dismissed OA 350 because the applicant had not satisfied the procedural and substantive requirements under s 64(1) of the IRDA. The decision is a practical illustration of how Singapore courts police the boundary between genuine restructuring efforts and applications that are too vague, too late, or too weakly supported to justify restraining creditor rights. (Paras 38, 8, 9, 10)

What Should Practitioners Take Away From This Decision?

Practitioners should take away that a moratorium application must be prepared with the same care as the restructuring proposal it supports. The applicant must ensure that creditor information is accurate, that notices are published and served in time, and that the proposal contains enough detail to allow a meaningful assessment of feasibility and creditor support. The court’s analysis shows that deficiencies in any of these areas can be fatal. (Paras 14, 19, 23, 24, 25)

Practitioners should also note that the court will scrutinise whether the proposal is bona fide and whether it has a realistic prospect of acceptance by the general run of creditors. Support from one major creditor, even one said to be the largest creditor, will not necessarily suffice if the broader creditor body has not been shown to support the proposal. The decision therefore rewards careful creditor engagement and disciplined disclosure. (Paras 7, 10, 33, 36)

Finally, the case demonstrates that procedural compliance is not a mere precondition in form only; it is part of the substantive architecture of the moratorium regime. The court’s insistence on timely notice and accurate creditor lists reflects a broader concern with fairness, transparency, and the integrity of the restructuring process. Applicants who fail to meet those standards risk losing the protection they seek. (Paras 9, 25, 32, 38)

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN

This article analyses [2023] SGHC 148 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.