JASON ALEKSANDER KARDACHI & Anor v DEEPAK MISHRA & 3 Ors

Facts

The claimants, the private trustees in bankruptcy of Mr Rajesh Bothra, obtained summary judgment on 30 June 2025 in HC/ORC 3801/2025 against the second defendant, Ms Nimisha Pandey. It declared transfers of three shareholdings by Mr Bothra to her void as unauthorised dispositions under ss 327 and/or 328 of the Insolvency, Restructuring and Dissolution Act 2018. Paragraph 2(i) ordered her to deliver or transfer the shares, or alternatively pay a sum representing their value. She had not complied, and maintained that she could choose to pay their value.

In HC/SUM 3300/2025 the claimants sought orders clarifying that she must transfer the shares. In an earlier decision, [2026] SGHC 27, the court held that the right of election belonged to the claimants but made no orders, because the prayer did not clearly show they were exercising that right. The claimants then filed HC/SUM 631/2026 to amend SUM 3300, adding an express election for transfer and a claim for any diminution in the shares' value. The first and second defendants later filed for bankruptcy.

Issues

1. Whether the court was functus officio and lacked jurisdiction to amend SUM 3300 after making no orders on it.
2. Whether the court could order payment for diminution in the shares' value alongside their transfer.
3. Whether the court should declare that the transfer of the shares was a proprietary remedy.

Holding

Aidan Xu J allowed the amended prayers in part, by way of a fresh oral application rather than an amendment of SUM 3300. The court gave effect to the claimants' election in favour of the transfer of the shares, declined to grant the Diminution Prayer and the declaration that the remedy was proprietary, and reserved costs for separate hearing.

Reasoning

On jurisdiction, the court held that paragraph [29] of its earlier judgment was not an express reservation of jurisdiction of the kind discussed in Voltas Ltd v York International Pte Ltd; it merely anticipated a follow-on application without settling the procedure. Following Sinwa SS (HK) Co Ltd v Nordic International Ltd, an order making no orders is a final decision that cannot be revisited, differing from a dismissal only in costs. The court was therefore functus officio as to SUM 3300 and could not amend it. Because the second defendant did not object to a fresh application, the court allowed the claimants to make one orally. Such an application was not barred, since recording the claimants' election was clarificatory and did not substantively alter the Summary Judgment Order.

On diminution in value, the summary judgment gave transfer of the shares and payment of their value as alternatives, and diminution had never been pleaded or sought. Granting it would substantively amend the order, which the court had no power to do. Ahmed v Ingram had only been noted as possible authority for cumulative remedies, and the questions it raised, including causation and valuation dates, had to be pleaded and decided at trial or in a fresh summary judgment application.

Whether claims under ss 327 and 328 give a proprietary remedy was not before the court and should be left to the proper forum.

From the judgment