KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor
22 cases cited
(14 SG, 8 foreign)
Catchwords
Companies — Oppression — Minority shareholders — Exercise of remedial discretion to bring to an end or remedy oppressive conduct complained of — Whether minority shareholder should be paid out of net proceeds of en bloc sale of total equity of company in priority to majority shareholder — Section 216(2) Companies Act 1967 Companies — Oppression — Minority shareholders — Exercise of remedial discretion to bring to an end or remedy oppressive conduct complained of — Whether minority shareholder should receive discretionary enhancement in economic value from en bloc sale of total equity of company to account for interest on purchase price — Whether economic value to be received by minority shareholder from en bloc sale of total equity of company should be set at quantum at least as high as economic value minority shareholder would have received from prior buy-out order based on valuation rendered by court but-for subsequent non-implementation of buy-out order by majority shareholder — Section 216(2) Companies Act 1967.
Practice Areas
Counsel (22)
Allen & Gledhill LLP Firm Drew & Napier LLC Firm Rajah & Tann Singapore LLP Firm WongPartnership LLP Firm Adam Tan Ern-Ming Counsel Respondent Bryan Wong Shi-Wen Counsel Appellant Chee Yi Wen Serene Counsel Appellant Cheng Wai Yuen Mark Counsel Respondent Chloe Shobhana Ajit Counsel Respondent Dhillon Dinesh Singh Counsel Appellant Dhivya Rajendra Naidu Counsel Appellant Jimmy Yim Wing Kuen Counsel Respondent Jung Sol Counsel Appellant Lee Eng Beng Counsel Respondent Lim Dao Kai Counsel Appellant Lim Jingzhen Jerrick Counsel Third Party Lim Wee Teck Darren Counsel Respondent Loong Tse Chuan Counsel Appellant Mak Sushan Melissa Counsel Appellant Manoj Belani Counsel Respondent Soh Yu Xian Priscilla Counsel Respondent Soon Wen Qi Andrea Counsel Third Party
Summary
Kiri Industries, a minority shareholder in DyStar Global Holdings, appealed against the SICC's remedial orders for oppression by majority shareholder Senda International Capital under s 216(2) of the Companies Act. The key issues were whether Kiri should receive priority payment from an en bloc sale of DyStar's total equity and a discretionary enhancement to account for interest on the purchase price. The Court of Appeal largely allowed Kiri's appeal in CAS 4 and dismissed Senda's cross-appeal in CAS 5.
Statutes Cited
Cases Cited (22)
SG (4)
[2022] SGHC 161 [2023] SGHC(I) 4 [2024] SGHC(I) 14 [2024] SGHC(I) 25
SLR (10)
[1991] 2 SLR(R) 231 [1999] 1 SLR(R) 773 [2010] 2 SLR 776 [2016] 1 SLR 373 [2018] 5 SLR 1 [2019] 2 SLR 1 [2021] 3 SLR 215 [2022] 3 SLR 1 [2023] 3 SLR 140 [2024] 2 SLR 1
UK (6)
[1982] 1 WLR 149 [2010] EWHC 3334 [2019] EWHC 873 [2020] EWHC 3261 [2021] 1 All ER 685 [2024] EWHC 970
AU (1)
[2020] NSWCA 166
MY (1)
[2020] 12 MLJ 237
Judgment
Read the full judgment on the official Singapore Courts portal.
Read on eLitigationSource: eLitigation ([2025] SGCA(I) 1)