Maybank Singapore Limited v Papa Bakerz Pte. Ltd.

Maybank Singapore Limited had extended credit facilities to Papa Bakerz Pte Ltd, a company dealing in food, drinks and bakery products. On 25 July 2024 Maybank served a statutory demand for repayment of $148,982.76, and no repayment was made within the time allowed. On 30 October 2024 Maybank applied in Companies Winding Up No 315 of 2024 to wind up the company, relying on the deeming provision in s 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018. The facts were not in serious dispute.

At the first hearing on 22 November 2024 the company obtained an adjournment of about a month, saying its counsel had only just been instructed and it wished to explore settlement. On 20 December 2024 it made a settlement offer only a few hours before the hearing, which Maybank rejected. After a stand-down, the company offered to pay $75,000 by 27 December 2024 and the balance a month later, and Maybank agreed to give it one last chance, with the matter adjourned to 3 January 2025. At that hearing Maybank reported that the company had missed its own deadline and paid only $40,000 of the $75,000. The court refused a further adjournment and made the winding-up order on 3 January 2025.

The company appealed and, in Summons 152 of 2025, applied for a stay of the order pending appeal. Its director said strong sales over the coming festive season would let it reduce or even clear the debt, relying on bank statements from past festive months. It claimed it had repaid at least S$64,000. Maybank opposed the stay.

1. Whether the court should exercise its discretion not to make the winding-up order, or adjourn the application further, where the debtor sought more time to repay
2. Whether there were special circumstances justifying a stay of the winding-up order pending appeal

On the winding-up order, it was not disputed that the statutory grounds were made out, and the general rule is that a winding-up order follows once the prerequisites are met, with the court's residual discretion usually involving only a brief enquiry. For cases where a debtor seeks time to repay, the court listed factors including the views of the general body of creditors, whether there was a reasonable prospect of repayment or an arrangement, the company's viability, the interests of others affected, and case management concerns, to be weighed against the benefits of an early order. The company put no evidence before the court on any of these. The court found it had used dilatory tactics, offering a new excuse at each hearing, including a late offer, late instruction of counsel and a claim that partial payment of its own promised sum entitled it to more time. A creditor is generally entitled to a winding-up order on an undisputed unpaid debt, and adjournments are not granted as of course.

On the stay, an appeal does not of itself stay enforcement, and the company had to show special circumstances; stays of winding-up orders are usually not granted. The court found none. The company accepted it could not pay the debt at the hearing, and the statutory deeming of inability to pay for a debt above $15,000 was plainly satisfied. Its hopes for festive sales were misplaced: its own bank statements showed that in most of the months tendered it ended with a nett sum of less than $10,000, because higher revenue brought higher expenses, and it said nothing about income outside festive periods. Counsel's hint that profits went to other accounts was unsupported and, if true, would only strengthen the need for oversight. A stay risked further debts and prejudice to creditors, and the court also saw the company's last-minute offer at the stay hearing of a further $60,000 as another attempt at delay.

The High Court granted the winding-up application and made the winding-up order on 3 January 2025, and on 27 January 2025 it dismissed the company's application to stay the order pending appeal.