Case Details
- Citation: [2025] SGHC 110
- Title: Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others
- Court: High Court of the Republic of Singapore (General Division)
- Suit No: Suit No 703 of 2020
- Date of Judgment: 12 June 2025
- Judges: Kristy Tan JC
- Plaintiff/Applicant: Tarun Hotchand Chainani
- Defendants/Respondents: (1) Avinderpal Singh s/o Ranjit Singh; (2) Avitar Enterprises Pte Ltd; (3) Avitar Holdings Pte Ltd
- Legal Area: Companies — Account
- Procedural Posture: Account phase following an earlier liability decision
- Prior Related Decision: Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2024] SGHC 117 (“Tarun (Liability)”) (liability phase)
- Hearing Dates: 17–20 February 2025; 29 April 2025; 20 May 2025
- Judgment Reserved: Yes
- Key Remedies Ordered in Liability Phase: Winding up of the Company and Holding Company; appointment of joint and several liquidators; order for Mr Singh to render an account on a wilful default basis and to pay sums found due
- Liquidators Appointed: Mr Cameron Lindsay Duncan and Mr David Dong-Won Kim
- Statutes Referenced: Evidence Act 1893 (including s 32(1)(b)(iv) and s 32(3) and s 32(4)(b)); Evidence Act 1893 (2020 Rev Ed)
- Rules of Court Referenced: Rules of Court 2014 (O 38 r 4; O 2; and related discretion)
- Cases Cited (as provided): [2024] SGHC 117; [2024] SGHC 53; [2025] SGHC 110
- Judgment Length: 84 pages; 24,573 words
Summary
This decision concerns the “account” phase in a corporate dispute that had already been determined at the liability stage. In Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2024] SGHC 117 (“Tarun (Liability)”), the High Court ordered the winding up of the relevant companies and required Mr Avinderpal Singh (“Mr Singh”) to render an account to the liquidators. The present judgment, [2025] SGHC 110, addresses how that account should be taken and, crucially, which evidence and accounting items should be accepted or rejected when computing the principal sums and profits due to the companies.
The court adopted a structured profit computation framework agreed by the parties and focused the inquiry on disputed “non-derivative” items within that framework. A significant portion of the reasoning addresses evidential admissibility and weight, particularly the use of two ledger documents maintained by Mr Singh’s accountants for the company’s directors’ accounts. The court held that the ledgers were admissible as business records under s 32(1)(b)(iv) of the Evidence Act 1893 and declined to exclude them under the court’s discretion.
What Were the Facts of This Case?
The underlying dispute arose in the context of the winding up of a company and its holding company. Following the liability decision, joint and several liquidators were appointed to take control of the companies’ affairs and to pursue recovery. The court’s liability findings required Mr Singh to render an account of (a) principal sums from the company used to acquire certain assets and (b) profits made from those investments. The account was ordered to be taken on a “wilful default” basis, which affects both the burdens of proof and the scope for “surcharging” the account.
The assets in question comprised 20 real properties and shares. The court’s account exercise therefore required a property-by-property computation of capital gains and rental profits, together with “returns” on those profits. In practice, the parties used a Scott Schedule approach: Mr Singh and the liquidators set out their respective positions on the principal sums and profit amounts for each property, and then narrowed the disputes to specific items within the profit computation formula.
During the account proceedings (referred to in the judgment as the “TAI Proceedings”), the parties revised their positions and filed an updated Scott Schedule. The court adopted the defined terms and structure from the earlier liability judgment, and it was also noted that Mr Chainani (the plaintiff) advanced no positive case in the account phase. The liquidators actively participated in the taking of the account, while Mr Singh and the liquidators presented competing computations for particular items.
Two ledger documents were central to Mr Singh’s evidential strategy: the “14 December 2015 Ledger” and the “12 April 2019 Ledger”. These were ledger accounts maintained by the company’s accountants, covering Mr Singh’s accounts with the company over different periods. Although the liquidators accepted the authenticity of the ledgers, they argued that the ledgers should be treated as hearsay and given little or no evidential weight. The plaintiff’s position was aligned in substance, seeking to exclude or discount the ledgers’ evidential value.
What Were the Key Legal Issues?
The first key issue was how the court should take the account ordered at the liability stage, including how profit should be computed and which components of the computation were actually disputed. The court needed to determine the proper method for calculating capital gains, rental profits, and returns, and then to decide which specific items within the agreed formula were to be accepted or disallowed.
The second key issue was evidential: whether the 14 December 2015 Ledger and 12 April 2019 Ledger were admissible and, if admissible, what weight they should carry. This required the court to consider the hearsay rule and the statutory exceptions under the Evidence Act 1893, particularly the business records exception in s 32(1)(b)(iv). It also required the court to consider whether it should exercise its discretion under s 32(3) to exclude the ledgers despite admissibility.
A related procedural evidential issue concerned compliance with the “s 32 notice” regime under s 32(4)(b) of the Evidence Act 1893 read with O 38 r 4 of the Rules of Court 2014. The judgment indicates that no party raised the issue of the s 32 notice, and the court therefore addressed whether it should cure any non-compliance using its discretion under O 2, guided by whether prejudice had been caused to the opposing party.
How Did the Court Analyse the Issues?
The court began by restating the governing legal principles for accounts in trustee-like contexts. It emphasised that when a trustee provides an account that reveals discrepancies perceived by the beneficiary, the beneficiary may either (a) falsify disbursements by asking for disallowance of wrongful charges, in which case the burden lies on the trustee to prove proper incurrence, or (b) surcharge the account by asserting that the trustee received more than what the account records, in which case the burden lies on the beneficiary. The court also highlighted that where the account is taken on a wilful default basis, the beneficiary may surcharge by asking for benefits the trustee failed to obtain in breach of duty to be added to the account.
Next, the court addressed the evidential requirements for an account. A trustee must explain payments claimed to have been made and substantiate both the fact and quantum of payment with sufficient supporting evidence. The court’s approach, drawing on appellate guidance, required substantiation not merely that funds were transferred, but also the asserted nature and purpose of the transfer. The court recognised that the quality and type of evidence may vary depending on what would typically be documented and whether documentary evidence can be obtained. Where documentary evidence is unavailable, oral evidence may suffice, but the court will scrutinise it and it is helpful if it is corroborated by other cogent evidence.
On the admissibility of the ledgers, the court accepted Mr Singh’s evidence that the ledgers were prepared by the company’s accountants with reference to company documents such as bank statements and payment vouchers. The court also relied on contextual evidence: in the liability phase, it had been noted that Mr Chainani himself had drawn funds from the company and had his own ledger accounts with the company. This supported the inference that the company maintained ledgers of directors’ accounts with the company as part of its ordinary record-keeping practice.
Applying s 32(1)(b)(iv) of the Evidence Act 1893, the court held that the 14 December 2015 Ledger and 12 April 2019 Ledger constituted business records of the company and were therefore admissible. The court then declined to exercise its discretion under s 32(3) to exclude the ledgers. Two reasons were given. First, in the liability phase, it was the plaintiff who had annexed these ledgers to the Statement of Claim and pursued claims based on them, indicating that the plaintiff did not consider them wholly unreliable. The court reasoned that it would be neither credible nor fair for the plaintiff (or the liquidators, given the positions taken by the company’s two directors) to seek wholesale exclusion at the account stage.
Second, the court noted that the court should not normally exclude evidence that is declared admissible by the Evidence Act. It cited authority emphasising that exclusion is exceptional and should not undermine the statutory admissibility framework. The court further addressed the s 32 notice issue: no party raised non-compliance with the notice requirement, and the court therefore exercised its discretion under O 2 to cure any non-compliance. The guiding consideration was whether the opposing party was prejudiced such that it would be unfair to waive the non-compliance. The court found no prejudice: the plaintiff and liquidators knew in advance that Mr Singh relied on the ledgers, had adequate time to consider them, and did not submit that they were prejudiced by the absence of a notice.
Although the provided extract truncates the remainder of the judgment, the structure described indicates that after resolving admissibility and evidential weight, the court proceeded to determine disputed accounting items. The parties agreed on a Profit Computation Formula: total profit comprised capital gains plus rental profits, and returns on those profits. Capital gains were computed by subtracting gross purchase price from gross sale price to obtain gross profits, then deducting expenses (including costs associated with purchase, property tax, insurance and other taxes, bank interest and charges, repair and maintenance, agent fees on rental, income tax, and costs associated with sale) to arrive at net capital gain. Rental profits and returns were then added according to the agreed formula.
Importantly, the court narrowed the dispute to specific items within the formula, focusing on disputed non-derivative items and leaving arithmetic calculations to the parties based on the court’s determinations. This approach reflects a pragmatic case management technique in complex account proceedings: by isolating discrete disputed components, the court reduces the risk of error and confines the evidential contest to the points that truly matter.
What Was the Outcome?
The court admitted the 14 December 2015 Ledger and the 12 April 2019 Ledger as business records under s 32(1)(b)(iv) of the Evidence Act 1893 and declined to exclude them under s 32(3). It also cured any potential procedural non-compliance relating to the s 32 notice requirement under O 2, finding no prejudice to the opposing parties.
On the substantive account computation, the court proceeded to decide the disputed non-derivative items within the agreed Profit Computation Formula and directed that the parties compute the profit payment due for each real property based on the court’s findings and the agreed arithmetic framework. The practical effect is that Mr Singh’s liability to account and pay sums due to the companies would be determined property-by-property, with the ledgers forming part of the evidential foundation for the computations.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts handle the account phase in corporate and fiduciary disputes, particularly when the account is ordered on a wilful default basis. The decision reinforces that an account is not a mere bookkeeping exercise; it is a structured inquiry requiring both a clear computation methodology and evidence that substantiates the fact and purpose of payments and transactions.
From an evidence perspective, the judgment provides a clear application of the business records exception under s 32(1)(b)(iv) of the Evidence Act 1893. It demonstrates that ledgers prepared by accountants using underlying company documents can qualify as business records, even where the opposing party characterises them as hearsay. It also shows the court’s reluctance to exclude admissible evidence under s 32(3), especially where the party seeking exclusion previously relied on the same documents in earlier phases of the litigation.
Finally, the court’s approach to the s 32 notice requirement is instructive. Where non-compliance is not raised and where the opposing party is not shown to be prejudiced, the court may cure non-compliance under O 2. For litigators, this underscores the importance of early evidential planning, but also the court’s willingness to prevent technical procedural issues from derailing substantive adjudication where fairness is preserved.
Legislation Referenced
- Evidence Act 1893 (2020 Rev Ed), s 32(1)(b)(iv) (business records exception)
- Evidence Act 1893 (2020 Rev Ed), s 32(3) (discretion to exclude)
- Evidence Act 1893 (2020 Rev Ed), s 32(4)(b) (s 32 notice regime)
- Rules of Court 2014, O 38 r 4 (notice requirement in relation to hearsay/biz records)
- Rules of Court 2014, O 2 (court’s power to cure non-compliance)
Cases Cited
- Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2024] SGHC 117
- Lim Julian Frederick Yu v Lim Peng On (as executor and trustee of the estate of Lim Koon Yew (alias Lim Kuen Yew), deceased) and another [2024] SGHC 53
- Gimpex Ltd v Unity Holdings Business Ltd and others and another appeal [2015] 2 SLR 686
- Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others [2022] 3 SLR 252
- UVJ and others v UVH and others and another appeal [2020] 2 SLR 336
- Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others [2023] 1 SLR 35
Source Documents
This article analyses [2025] SGHC 110 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.