KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor

Q: Which legislation does [2024] SGHC(I) 7 consider?

The judgment refers to Companies Act (Cap 50). The statutes cited are listed in full on this page, each linking to its primary text.

[2024] SGHC(I) 7 Singapore International Commercial Court 27 March 2024 • SIC/S 4/2017 ( SIC/SUM 59/2023 ) • 61 min read

16 cases cited (7 SG, 9 foreign) Cited by 2 cases

Key facts

Court	Singapore International Commercial Court
Decided	27 March 2024
Judge	Roger Giles
Charges / claim	Civil Procedure
Counsel	Allen & Gledhill LLP, Rajah & Tann Singapore LLP, Cheng Wai Yuen Mark, Lim Wee Teck Darren, Loong Tse Chuan, Mao Zhichao @ Mao Zhihong, Prabu Devaraj s/o Raman, Rajan Sanjiv Kumar, Soh Yu Xian Priscilla, Toh Kian Sing, Wong Pei Ting

Source: [2024] SGHC(I) 7, Singapore International Commercial Court, decided 27 March 2024 — eLitigation. Updated 25 June 2026.

Catchwords

Civil Procedure — Service Civil Procedure — Judgments and orders

Practice Areas

Civil Procedure

Judges (1)

Roger Giles Delivered

Counsel (11)

Allen & Gledhill LLP Firm Rajah & Tann Singapore LLP Firm Cheng Wai Yuen Mark Counsel Defendant Lim Wee Teck Darren Counsel Defendant Loong Tse Chuan Counsel Plaintiff Mao Zhichao @ Mao Zhihong Counsel Defendant Prabu Devaraj s/o Raman Counsel Plaintiff Rajan Sanjiv Kumar Counsel Plaintiff Soh Yu Xian Priscilla Counsel Defendant Toh Kian Sing Counsel Defendant Wong Pei Ting Counsel Plaintiff

Parties (3)

DyStar Global Holdings (Singapore) Pte Ltd Defendant Kiri Industries Ltd Plaintiff Senda International Capital Ltd Defendant

Case Significance

Kiri Industries Ltd v Senda International Capital Ltd and another (Fan Jing, non-party) [2024] SGHC(I) 7 is a reserved judgment of the Singapore International Commercial Court (Suit No 4 of 2017, Summons No 59 of 2023), heard on 19 February 2024 and delivered by Roger Giles IJ on 27 March 2024. The plaintiff was Kiri Industries Ltd, and the defendants were Senda International Capital Ltd and DyStar Global Holdings (Singapore) Pte Ltd. The judgment explained that, where a judgment debtor does not pay, the judgment creditor may obtain an order for the examination of the debtor on its property and for the production of relevant documents, and that where the debtor is a company the order is directed to its officers. An examination order had been made against a company and two of its officers, who were foreign nationals resident outside the jurisdiction and not parties to the litigation. The application before the court challenged the examination order, the order granting leave to serve an officer out of the jurisdiction, and the order for substituted service. The catchwords identify the issues as civil procedure relating to service and to judgments and orders.

[2024] SGHC(I) 7 explained

KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor ([2024] SGHC(I) 7) is a Singapore judgment decided by the Singapore International Commercial Court on 27 March 2024. It is categorised under Civil Procedure. Within this corpus it has since been cited by 2 other reported Singapore judgments, a measure of how often later decisions have referred to it. This page summarises what the reported decision covers and links the primary sources — the full judgment, the statutes it cites, and the other cases it engages with — so the decision can be read in context. It is reference information, not legal advice, and it does not state the outcome or any holding beyond what the official judgment records.

What is [2024] SGHC(I) 7 about?

KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor ([2024] SGHC(I) 7) is a Singapore International Commercial Court decision from 2024. Its published catchwords are “Civil Procedure — Service” and “Civil Procedure — Judgments and orders”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.

Which legislation does [2024] SGHC(I) 7 consider?

The judgment refers to Companies Act (Cap 50). The statutes cited are listed in full on this page, each linking to its primary text.

How influential is [2024] SGHC(I) 7?

Within this corpus, [2024] SGHC(I) 7 has been cited by 2 later reported Singapore judgments. That count reflects references from other decisions held in this corpus only and is a conservative lower bound on how often the case has actually been cited.

Summary

SUPREME COURT OF SINGAPORE

27 March 2024

Case Summary

Kiri Industries Ltd v Senda International Capital Ltd and another (Fan Jing, non-party) [2024] SGHC(I) 7

Singapore International Commercial Court Suit No 4 of 2017 (Summons No 59 of 2023)

--------------------------------------------------------------------------------------------------------------------------------------

Judgment of the Singapore International Commercial Court (delivered by Roger Giles IJ):

Outcome: The Singapore International Commercial Court (“SICC”) set aside orders permitting the plaintiff to serve an examination of judgment debtor order on the first defendant’s current and former directors outside of Singapore, and to effect substituted service.

Background

1 The plaintiff, Kiri Industries Ltd (“Kiri”), and the first defendant, Senda International Capital Ltd (“Senda”), were shareholders in the second defendant, DyStar Global Holdings (Singapore) Pte Ltd (“DyStar”). Senda, a Hong Kong incorporated company, was a wholly owned subsidiary of Zhejiang Longsheng Group Co, Ltd (“Longsheng”), a company incorporated and listed in the People’s Republic of China.

2 The parties engaged in prolonged litigation concerning, among others, Kiri’s claim against Senda for oppression. After various costs orders were made in the course of the litigation, Senda was ultimately liable to Kiri for costs in the amount of S$6,669,612.55 (excluding interest). Senda did not pay the costs owed.

3 In July 2023, Kiri obtained an order that Senda be examined by its director, Ms Fan Jing (“Ms Fan”) and its former director, Mr Ruan Weixiang (“Mr Ruan”), as to its means to satisfy the costs orders (the “EJD order”). Ms Fan and Mr Ruan were both Chinese nationals who were resident in China. Kiri subsequently obtained an order giving leave to serve the EJD order on Senda and Ms Fan in Hong Kong, and on Mr Ruan in China (the “service out order”). Kiri further obtained an order for substituted service of the EJD order on Ms Fan by email after she could not be served at Senda’s registered address in Hong Kong (the “substituted service order”). All the orders were obtained ex parte. Ms Fan was served with the EJD order in accordance with the substituted service order, while Mr Ruan had not been served.

4 Senda and Ms Fan (the “Applicants”) applied to set aside the EJD order (or alternatively that it be varied to require compliance with Chinese law and procedure), the service out order and the substituted service order:

a. They contended that the EJD order and the service out order should be set aside or varied on the grounds that:

i. Ms Fan and Mr Ruan were not closely connected with the substantive claim which was the subject of the EJD order;

ii. Ms Fan and Mr Ruan were both located in China, and the EJD order and compliance with it contravened Chinese law; and

iii. There were other ways for Kiri to obtain the information sought under the EJD order which would not infringe Chinese sovereignty (that is, by judicial assistance under the Treaty on Judicial Assistance in Civil and Commercial Matters between the People’s Republic of China and the Republic of Singapore (the “Treaty”)).

b. Further or alternatively, the Applicants contended that Kiri failed to fulfil its duty of full and frank disclosure in obtaining the EJD order and service out order on an ex parte basis.

c. As to the substituted service order, the Applicants contended that it should be set aside because the mode of service was contrary to Chinese law, and further or alternatively because Kiri had failed to provide full and frank disclosure of material facts when applying for it on an ex parte basis.

The SICC’s Decision

The EJD order

5 The SICC declined to set aside the EJD order.

6 The SICC held that, on the authority of Burgundy Global Exploration Corp v Transocean Offshore International Ventures Ltd and another appeal [2014] 3 SLR 381, the court had the power to make the EJD order requiring the attendance of Ms Fan and Mr Ruan to be examined and the production by them of Senda’s books and documents, notwithstanding that they were foreign nationals and out of the jurisdiction. Any concerns over extraterritoriality in the exercise of exorbitant substantive jurisdiction would arise on the application to serve the EJD order on Ms Fan and Mr Ruan out of jurisdiction, not at the time of making the order. The Applicants’ contention that the EJD order or compliance with it involved a contravention of Chinese law did not come into the making of the EJD order, but into the making of the service out order. It was not a basis for setting aside the EJD order: at [37]–[39].

7 There was no question of failure in the duty of full and frank disclosure. The contentions relating to Ms Fan’s residency in China, the potential contravention of Chinese law and the existence of the Treaty would only come into the making of the service out order: at [40].

The service out order

8 The SICC held that the service out order should be set aside as against Ms Fan.

9 In respect of the first ground contended by the Applicants, the SICC found that Ms Fan would have knowledge of Senda’s property and means of satisfying the costs liability, and the ability to produce its books and records, but found that there was no sufficiently close connection with the substantive claim or any other justification in invoking the court’s jurisdiction over her. On the other hand, Mr Ruan had both the knowledge of Senda’s property and means and was closely connected with the underlying litigation: at [55]–[60].

10 In respect of the second ground, the SICC considered the evidence of Chinese law provided by each of the parties’ experts and found that the service out order was not contrary to Chinese law: at [71].

11 In respect of the third ground, the SICC noted the recognition in Burgundy Global that EJD orders were intrusive could constitute an exercise of exorbitant substantive jurisdiction to an impermissible degree. The SICC took the view that in the sparing exercise of the discretion to grant leave to serve an EJD order out of the jurisdiction, it was appropriate to have regard to the Treaty if it provided a way of examining Senda’s officers as to its means. Unless there was good reason, the available Treaty process should be followed. Therefore, the service out order should be set aside on this ground as against Ms Fan: at [77]–[81].

12 Since it appeared that Mr Ruan was in the same position as Ms Fan on the third ground, the order was also set aside as against him, subject to any application to vary or discharge that order: at [81].

13 The SICC also found that in any event, the service out order would have been set aside so far as it concerned Ms Fan for Kiri’s failure to provide full and frank disclosure. Kiri could not reasonably have thought other than that Mr Ruan was in China given his responsibilities as a senior officer of Longsheng, and that Ms Fan as his assistant was probably resident in China as well. These matters should have been disclosed: at [85].

The substituted service order

14 Since the service out order was set aside, the substituted service order as against Ms Fan lost its foundation and had to be set aside as well: at [90].

15 In any event, the substituted service order should also be set aside as contrary to Chinese law. Ms Fan could only have been personally served in China, where she was resident, but this would have been contrary to Chinese law. Substituted service, as a substitute for personal service on Ms Fan, could not exceed that which it replaced: at [102].

16 Furthermore, the substituted service order should also be set aside for Kiri’s failure to provide full and frank disclosure: at [103]–[104].

Conclusion

17 The SICC declined to set aside the EJD order, but set aside the service out order as against Ms Fan and Mr Ruan, subject to any application to vary or discharge the order so far as it concerned Mr Ruan. The SICC also set aside the substituted service order. The SICC directed the parties to inform the Registry if they were unable to agree on costs within 28 days: at [111].

This summary is provided to assist in the understanding of the Court’s grounds of decision. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s grounds of decision.

What did Kiri Industries v Senda International [2024] SGHC(I) 7 concern?

Decided by Roger Giles IJ in the Singapore International Commercial Court on 27 March 2024, it concerned challenges to an examination order made against a company and two officers, together with orders granting leave to serve an officer out of the jurisdiction and for substituted service, in enforcement of a judgment between Kiri Industries Ltd and Senda International Capital Ltd.

What procedural questions did the court address in [2024] SGHC(I) 7?

The judgment of Roger Giles IJ addressed when the court can assert the examination power over a company officer who is not a party and is located outside the jurisdiction, and the limitations on that power, including regard for the sovereignty of the country where the officer is resident.