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)
- Date of Decision: 12 June 2025
- Suit No: 703 of 2020
- Judges: Kristy Tan JC
- Proceedings: Account phase following prior liability decision
- Plaintiff/Applicant: Tarun Hotchand Chainani
- Defendants/Respondents: Avinderpal Singh s/o Ranjit Singh; Avitar Enterprises Pte Ltd; Avitar Holdings Pte Ltd
- Legal Area: Companies — Account
- Statutes Referenced: Evidence Act 1893 (including s 32(1)(b)(iv) and s 32(3)); Evidence Act 1893 (2020 Rev Ed)
- Other Procedural Instruments Referenced: Rules of Court 2014 (O 38 r 4; O 2);
- Key Prior Decision Adopted: Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2024] SGHC 117 (“Tarun (Liability)”)
- Length: 84 pages; 24,573 words
- Hearing Dates: 17–20 February 2025; 24 February 2025; 29 April 2025; 20 May 2025
Summary
This decision concerns the “account” phase of proceedings in which the High Court had already found liability and ordered the winding up of both a company and its holding company. In the present judgment, the court focused on the taking of an account on a “wilful default basis” against a director, Avinderpal Singh (“Mr Singh”), requiring him to render an account to the liquidators and to pay all sums found due to the companies. The account related to funds and profits arising from investments in a portfolio of real properties and shares.
The court adopted a structured methodology for computing profit and returns, based on a formula agreed between Mr Singh and the liquidators. It also addressed evidential and procedural disputes, including the admissibility and evidential weight of ledger accounts relied upon by Mr Singh. The court held that two ledgers prepared by the company’s accountants were admissible as business records under the Evidence Act, and it declined to exclude them despite arguments that they were hearsay and should carry no weight.
What Were the Facts of This Case?
Although the present judgment is the account phase, it is best understood against the background of the earlier liability decision, Tarun (Liability) [2024] SGHC 117. In that earlier decision, the court ordered the winding up of the Company and the Holding Company and appointed joint and several liquidators. The court also ordered Mr Singh to render an account to the liquidators of (a) the principal sums from the Company used to acquire the properties and (b) the profits made from those investments. The account was to be taken on a wilful default basis, which is significant because it affects how the court treats the beneficiary’s ability to surcharge and how the burden of proof operates in the account process.
The assets in question comprised 20 real properties and shares. The liquidators actively participated in the account proceedings (referred to in the judgment as the “TAI Proceedings”). Mr Chainani, the plaintiff, advanced no positive case in the account phase. Instead, the contest primarily lay between Mr Singh and the liquidators as to the correct computation of principal sums and profits for each property.
To operationalise the account, the parties agreed on a “Scott Schedule” approach. Mr Singh and the liquidators set out their respective positions on principal sums and profit due for each property in a Scott Schedule filed on 13 February 2025. During the proceedings, they revised some positions, and an updated Scott Schedule reflecting the latest positions was filed on 4 April 2025 (the “Final Scott Schedule”). The court then narrowed the dispute to specific items within the profit computation framework, leaving arithmetic and calculation of the final profit payment due to be performed based on the agreed formula and the court’s determinations on disputed items.
A central factual and evidential feature of the account phase was Mr Singh’s reliance on internal ledger accounts maintained by the Company’s accountants. In particular, Mr Singh relied on a ledger covering the period up to 14 December 2015 and another ledger covering up to 12 April 2019 (collectively, the “14 December 2015 Ledger” and the “12 April 2019 Ledger”). These ledgers were said to have been prepared with reference to underlying company documents such as bank statements and payment vouchers. The liquidators accepted authenticity but argued that the ledgers were hearsay and should receive no evidential weight. The plaintiff aligned with the position that the ledgers should not be relied upon wholesale.
What Were the Key Legal Issues?
The first key legal issue was evidential: whether the 14 December 2015 Ledger and the 12 April 2019 Ledger were admissible and, if admissible, whether the court should exclude them under its discretion. The dispute turned on whether the ledgers fell within the business records exception in the Evidence Act, particularly s 32(1)(b)(iv), and whether the court should exercise discretion under s 32(3) to exclude them.
The second key legal issue related to the mechanics of taking an account on a wilful default basis. The court had to apply established principles governing how trustees (and, by analogy, fiduciaries in the relevant context) must account, and how burdens shift when a beneficiary challenges disbursements or seeks to surcharge the account. The court also had to ensure that the account process required sufficient substantiation of both the fact and quantum of payments claimed by the fiduciary.
Third, the court had to manage procedural compliance relating to the admissibility of documents, including whether a “s 32 notice” was required and, if so, whether non-compliance should be cured. The judgment indicates that no party raised the issue of the s 32 notice under s 32(4)(b) read with O 38 r 4 of the Rules of Court 2014. The court nonetheless considered its discretion under O 2 to cure non-compliance, guided by whether prejudice would result to the opposing party.
How Did the Court Analyse the Issues?
The court began by restating core legal principles relevant to the taking of an account. First, where a trustee provides an account that discloses discrepancies perceived by the beneficiary, the beneficiary may either (a) falsify disbursements wrongfully charged to the account—requiring the trustee to prove proper incurrence—or (b) surcharge the account by asserting that the trustee received more than what the account records. In the context of an account taken on a wilful default basis, the beneficiary may also surcharge by asking for the benefit which the trustee failed to obtain in breach of duties. The court relied on appellate authority for these propositions, including Baker v BCS Business Consulting Services Pte Ltd and others [2022] 3 SLR 252 and UVJ v UVH and others [2020] 2 SLR 336.
Second, the court emphasised the evidential burden on the fiduciary when providing an account. A trustee must explain payments claimed to have been made and substantiate them with sufficient supporting evidence of both fact and quantum. Importantly, substantiation was not limited to proving that funds were transferred; it also required evidence of the asserted nature and purpose of the transfer. The court drew on Baker (CA) [2023] 1 SLR 35 for the proposition that the supporting evidence may be oral or documentary depending on the nature and quantum of payments, whether documentation would typically exist, and whether documentary evidence can be obtained. Where documentary evidence is not available, oral evidence may suffice but must be scrutinised, and corroboration by other cogent evidence is helpful.
Turning to admissibility, the court addressed the ledgers. It accepted Mr Singh’s evidence that the ledgers were prepared by the Company’s accountants using reference to underlying company documents such as bank statements and payment vouchers. The court also noted a contextual fact: Mr Chainani had drawn funds from the Company and had his own ledger accounts with the Company, suggesting a practice of maintaining ledgers of directors’ accounts with the Company. On that basis, the court held that the ledgers constituted business records of the Company and were admissible under s 32(1)(b)(iv) of the Evidence Act 1893 (2020 Rev Ed).
The court then declined to exclude the ledgers under s 32(3). Two reasons were particularly important. First, in the liability phase, it was Mr Chainani who had annexed the ledgers to his Statement of Claim and pursued claims based on them. This indicated that Mr Chainani did not consider the ledgers wholly unreliable at that stage. The court considered it not credible or fair for the plaintiff and the liquidators, given the positions taken by the two directors, to now argue for wholesale evidentiary exclusion. Second, the court reiterated a general principle that courts should not normally exercise discretion to exclude evidence that the Evidence Act declares admissible. It cited Gimpex Ltd v Unity Holdings Business Ltd and another appeal [2015] 2 SLR 686 for this proposition.
Finally, the court dealt with the procedural aspect concerning the s 32 notice. While no party raised the issue of the s 32 notice under s 32(4)(b) read with O 38 r 4 of the Rules of Court 2014, the court considered whether it should exercise discretion under O 2 to cure non-compliance. It applied the guiding consideration that the extent of prejudice to the opposing party determines whether it would be unfair to waive non-compliance. The court found that neither Mr Chainani nor the liquidators submitted that they were prejudiced by Mr Singh not serving a s 32 notice. They knew in advance that Mr Singh was relying on the ledgers and had adequate time to consider the evidence. Accordingly, the court cured any non-compliance and admitted the ledgers.
Although the excerpt provided does not include the later portions of the judgment where the court likely resolved each disputed item in the Scott Schedule, the structure described in the introduction indicates that the court’s analysis proceeded by focusing on disputed non-derivative items within the profit computation formula. The court adopted the agreed “Profit Computation Formula” and treated composite items as sums of underlying non-derivative items. This approach reflects a disciplined accounting method: the court would decide specific disputed components, and the parties would then compute the final profit payment due by applying the formula arithmetically to the court’s determinations.
What Was the Outcome?
The immediate outcome reflected in the available extract is the court’s ruling on admissibility. The High Court admitted the 14 December 2015 Ledger and the 12 April 2019 Ledger as business records under the Evidence Act and declined to exclude them. This meant that Mr Singh’s ledger-based evidence could be relied upon in the account computation, subject to the court’s scrutiny of the underlying claims and the disputed items within the profit formula.
Beyond evidential rulings, the broader outcome of the account phase is that the court would determine the sums due to the companies after resolving the disputed components of principal and profit calculations for each property and share. The judgment’s adoption of the agreed computation framework and its focus on specific disputed items indicates that the practical effect would be a quantified order requiring Mr Singh to pay the amounts found due to the liquidators, consistent with the earlier liability findings and the wilful default basis.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts handle the evidential treatment of internal accounting records in fiduciary/accounting disputes. The decision confirms that ledgers prepared by company accountants with reference to underlying documents can qualify as business records under the Evidence Act. It also demonstrates the court’s reluctance to exclude admissible evidence absent a compelling basis, particularly where the party seeking exclusion previously relied on the same documents in earlier phases of the litigation.
From a litigation strategy perspective, the case underscores the importance of consistency across phases. If a party annexes and relies on documents in a liability phase, it becomes harder to argue later that those documents should be excluded wholesale. The court’s fairness reasoning—tied to credibility and procedural fairness—will be relevant to future disputes about document admissibility and evidential weight.
More broadly, the judgment reinforces the structured approach to taking accounts in corporate/fiduciary contexts: courts will apply established principles on burden and substantiation, and they will often rely on agreed computational frameworks (such as Scott Schedules and profit computation formulas) to narrow disputes to discrete items. For law students and litigators, the case provides a useful template for how to frame challenges to disbursements, how to think about surcharge in wilful default accounts, and how to prepare ledger-based evidence to satisfy both fact and quantum requirements.
Legislation Referenced
- Evidence Act 1893 (2020 Rev Ed), s 32(1)(b)(iv)
- Evidence Act 1893 (2020 Rev Ed), s 32(3)
- Evidence Act 1893 (2020 Rev Ed), s 32(4)(b)
- Rules of Court 2014, O 38 r 4
- Rules of Court 2014, O 2
Cases Cited
- Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2024] SGHC 117
- Tarun Hotchand Chainani v Avinderpal Singh s/o Ranjit Singh and others [2025] SGHC 110
- 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 (CA) [2023] 1 SLR 35
- Gimpex Ltd v Unity Holdings Business Ltd and others and another appeal [2015] 2 SLR 686
- 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
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.