General Division of the High Court · Decided 20 October 2026

Qatar Holding LLC v Byju’s Investments Pte Ltd and another

Feedback & support

[2026] SGHC 217Case no. Originating Application No 302 of 2024 (Summons No 793 of 2026)

What happened, in plain English

There is no plain-English summary of this judgment yet.

Ask about this judgment

Laws this judgment relies on

Grounds of decision

Official text from eLitigation

Vinodh Coomaraswamy J:
Introduction
[1] The claimant has applied by HC/SUM 793/2026 (“SUM 793”) brought in HC/OA 302/2024 (“OA 302”) for an order committing the second respondent to prison for contempt of court. The claimant’s case is that the second respondent has intentionally disobeyed three orders of the General Division of the High Court.
[2] I have found the second respondent guilty of contempt of court in respect of all three court orders. I have therefore committed him to prison for a term of six months. The second respondent has appealed against my decision. These are the grounds for my decision.
The three orders of court
[3] Each of the three court orders in question enforces, under s 12(6) of the International Arbitration Act 1994 (2020 Rev Ed) (“the Act”), an order made in an arbitration between the parties (“the Arbitration”). There are a total of seven orders that are material for the purposes of these grounds of decision, three orders made in the General Division of the High Court and four orders made in the Arbitration.
[4] The first court order is HC/ORC 1625/2024 (“ORC 1625”). I made ORC 1625 on 1 April 2024 on OA 302 itself. ORC 1625 enforces two orders that the emergency arbitrator (“the EA”) in the Arbitration made on 28 March 2024 (together, “the EA’s Orders”). The EA’s Orders did two things. First, they froze both respondents’ worldwide assets (“the EA’s Freezing Order”). Second, they required both respondents to disclose their worldwide assets on affidavit (“the EA’s Disclosure Order”) (see [19] below). The corresponding paragraphs in ORC 1625 are “the HC’s Freezing Order” and “the HC’s Disclosure Order”.
[5] The second court order is HC/ORC 6214/2025 (“ORC 6214”). I made ORC 6214 on 9 October 2025 on an interlocutory application in OA 302. ORC 6214 enforces an order that the arbitral tribunal (“the Tribunal”) made in the Arbitration on 30 September 2025. The effect of the Tribunal’s order was to continue the EA’s Freezing Order following the Tribunal’s issuance on 14 July 2025 of a partial final award (“the Award”). I shall call: (a) this order “the Tribunal’s Freezing Order”; and (b) the paragraphs in ORC 6214 enforcing it “the HC’s Second Freezing Order”.
[6] The third court order is HC/ORC 6675/2025 (“ORC 6675”). I made ORC 6675 on 7 November 2025 in a separate originating process, HC/OA 665/2025 (“OA 665”). ORC 6675 enforces an order that the Tribunal made on 29 May 2025 ruling that both respondents were obliged to produce nine categories of documents and information about their assets. I shall call: (a) that order “the Tribunal’s Production Order”; and (b) the paragraphs in ORC 6675 that enforce it “the HC’s Production Order”.
Summary
[7] I can summarise my findings of fact and my holdings of law as follows.
[8] The second respondent intentionally breached the HC’s Freezing Order and the HC’s Second Freezing Order (see [168]–[241] below). In December 2025, while the HC’s Second Freezing Order bound him, he authorised or permitted a transfer of his entire shareholding in a Singapore company, Beeaar Investco Pte Ltd (“Beeaar”), to an associate of his to be lodged with the Accounting and Corporate Regulatory Authority (“ACRA”). The associate thereby became the registered holder of those shares in place of the second respondent. The second respondent has since refused to reverse the transfer.
[9] The second respondent intentionally breached the HC’s Production Order (see [244]–[295] below). He has produced virtually nothing under that order. Further, he has never taken the steps that that order requires him to take.
[10] Finally, the second respondent intentionally breached ORC 1625 (see [168]–[241] and [296]–[312] below). His disclosure under the HC’s Disclosure Order was wilfully and deliberately incomplete in a specific and proven respect. And the agreement by which he undertook to transfer his shares in Beeaar to the associate was made, on the evidence, while the HC’s Freezing Order restrained him from dealing with those shares.
[11] None of the second respondent’s defences answers the breaches I have found, whether he puts those answers as a preliminary objection (see [102]–[140] and [313]–[322] below) or as a defence to a charge (see [168]–[312] below).
[12] The second respondent’s breaches are serious, deliberate and continuing. I have concluded that only a custodial sentence of six months suffices to meet the nature and the aggravating features of the second respondent’s contempt (see [323]–[347] below).
Background
The parties
[13] The claimant, Qatar Holding LLC, is an investment company.
[14] The first respondent, Byju’s Investments Pte Ltd, is a company incorporated in Singapore. The second respondent, Mr Byju Raveendran, owns the first respondent indirectly, through a company known as Byju’s Global Pte Ltd. He is also the founder of Think & Learn Private Limited (“T&L”), an education technology company headquartered in Bengaluru, India, and was its major shareholder. I refer to T&L and its affiliated companies as “the Group”.
The dispute
[15] In September 2022, the claimant entered into a contract (“the Contract”) with the first respondent. That contract was, in economic substance though not in legal form, a loan of US$150m to the first respondent. The purpose of the loan was to part-finance the first respondent’s purchase of shares (“the Aakash Shares”) in an Indian education company known as Aakash Educational Services Limited (“Aakash”). As part of this transaction, the second respondent personally guaranteed the first respondent’s obligations to the claimant under the Contract.
[16] On 27 February 2024, the claimant terminated the Contract early and demanded that the first respondent pay it about US$235m, the amount said to be due under the express terms of the Contract by reason of the early termination. The first respondent has not paid that sum or any part of it. On 4 March 2024, the claimant demanded that sum from the second respondent as guarantor. He too has not paid that sum or any part of it.
The arbitration
[17] On 7 March 2024, the claimant commenced the Arbitration against both respondents under the Arbitration Rules of the Singapore International Arbitration Centre (“the SIAC”) (6th Ed, 1 August 2016) (“the SIAC Rules”).
[18] Rule 30.2 of the SIAC Rules, read with Schedule 1, allows a party who needs urgent interim relief before an arbitral tribunal is constituted to apply for the appointment of an emergency arbitrator. The claimant did so on 7 March 2024. The SIAC appointed the EA the next day.
[19] On 28 March 2024, the EA made the EA’s Orders. The EA’s Freezing Order restrained both respondents from disposing of or dealing with their worldwide assets. By its express terms, this order was to remain in force until the conclusion of the Arbitration or until further order. The EA’s Disclosure Order required both respondents to disclose their worldwide assets on affidavit.
[20] The EA made the EA’s Orders because he found that there was a serious risk that the respondents would otherwise dissipate their assets. That finding rested in part on the fact that, in April 2023, the first respondent had transferred the Aakash Shares, through an intermediate company, to Beeaar, a company wholly owned by the second respondent. Beeaar had been newly incorporated, presumably to receive the Aakash Shares. Beeaar’s issued share capital is 1,000 shares (“the Beeaar Shares”).
[21] The Tribunal was in due course constituted, held an evidentiary hearing and issued the Award. In the Award, the Tribunal ordered the respondents, jointly and severally, to pay the claimant the early termination amount of about US$235m with interest.
[22] The claimant had asked the Tribunal, if its claim succeeded, to continue the freezing relief in aid of enforcement. In the Award, the Tribunal reserved its jurisdiction over this head of relief. The Tribunal recorded that, in the meantime, the Arbitration continued and the EA’s interim award of 28 March 2024, which contains the EA’s Orders, “remains in full force and effect, subject to any further order by the Tribunal”.
[23] The respondents applied to this court to set aside the Award. I dismissed that application on 23 February 2026.
The claimant applies for enforcing orders
[24] Breach of an arbitral tribunal’s order carries no direct sanction of its own. Section 12(6) of the Act therefore allows the General Division of the High Court to permit an arbitral tribunal’s order to be enforced in the same manner as if it were a court order. Section 2(1) of the Act defines “arbitral tribunal” to include an emergency arbitrator. I refer to a court order under s 12(6) of the Act as an “enforcing order” and to the arbitral order that it enforces as an “underlying order”.
ORC 1625
[25] On 1 April 2024, on the claimant’s application without notice by way of OA 302, I made ORC 1625 granting the claimant permission under s 12(6) of the Act to enforce the EA’s Orders in the same manner as if they were court orders. Paragraph 1(a)(1) of ORC 1625 is the HC’s Freezing Order. It froze both respondents’ worldwide assets until the conclusion of the Arbitration or until further order:
[26] Paragraph 1(a)(2) of ORC 1625 is the HC’s Disclosure Order. It requires the respondents to disclose their assets by 18 April 2024:
ORC 6214
[27] On 8 September 2025, after the Tribunal had issued the Award, the claimant applied again to the Tribunal to continue the EA’s Orders. On 30 September 2025, the Tribunal continued the EA’s Freezing Order on an interim basis pending the respondents’ response. That is the Tribunal’s Freezing Order. This order expressly encompasses the Aakash Shares held by Beeaar.
[28] On 9 October 2025, on the claimant’s interlocutory application in OA 302, I made ORC 6214 granting the claimant permission under s 12(6) of the Act to enforce the Tribunal’s Freezing Order in the same manner as if it were a court order. Paragraph 1 of ORC 6214 provides that the HC’s Freezing Order “shall cease to have effect from 9.58 am on 9 October 2025”. Paragraph 2 of ORC 6214 froze both respondents’ worldwide assets from 9.58am on 9 October 2025 until they had satisfied their debt to the claimant under the Award. This paragraph is the HC’s Second Freezing Order:
[29] Like the Tribunal’s Freezing Order, the HC’s Second Freezing Order expressly encompasses the Aakash Shares held by Beeaar. Its terms are otherwise materially the same as those of the HC’s Freezing Order, save as to its duration and its provision for interest.
[30] Paragraph 4 of ORC 6214 provides that, save as specified in paragraph 1 of that order, ORC 1625 continues to have full force and effect. The HC’s Disclosure Order was therefore unaffected by ORC 6214.
[31] Each freezing order has the usual exception for reasonable expenditure on legal advice and representation and also for dealings in the ordinary and proper course of business at fair market value, in the latter case, with the proceeds remaining subject to the injunction.
ORC 6675
[32] Between April 2024 and January 2025, the second respondent made five affidavits of assets. The first two, in April 2024, were made in response to both the EA’s Disclosure Order and the HC’s Disclosure Order, the two orders then being in force concurrently and in identical terms. The third was filed in OA 302 in June 2024, in answer to an application by the claimant to cross-examine him on the first two. The fourth and fifth were filed at the Tribunal’s direction in the Arbitration, in November 2024 and January 2025.
[33] On 12 March 2025, with the Tribunal’s permission, the claimant cross-examined the second respondent in the Arbitration on his five affidavits of assets. On 29 May 2025, the Tribunal ruled on the claimant’s application, made in the light of that cross-examination, for the respondents to produce documents and information. That is the Tribunal’s Production Order. It required the respondents, by 6 June 2025: (a) to produce nine categories of documents and information; and (b) to take specified steps to retrieve responsive documents that were not in their possession. The respondents produced nothing in response to this order.
[34] On 7 November 2025, on the claimant’s application on notice in OA 665, I granted it permission to enforce the Tribunal’s Production Order in the same manner as if it were a court order. That is ORC 6675. Paragraph 2 of ORC 6675 is the HC’s Production Order. It provides that the respondents:
The Schedule to ORC 6675 reproduces the nine categories in the Tribunal’s Production Order in 13 numbered paragraphs (see [245] below).
Notice of the three orders
[35] Each of the three court orders was endorsed with a penal notice. The Rules of Court 2021 do not make the endorsement of a penal notice a prerequisite for enforcement by an order of committal (cf Rules of Court 2014, O 45, r 7(4)). The penal notice matters only as evidence. It is evidence that the second respondent was on express notice, from the day that each order was served on him, that disobedience of each order could result in an order of committal for contempt, including an order for his imprisonment.
[36] The second respondent had actual notice of all three court orders.
[37] ORC 1625 was served on the second respondent’s then solicitors, Providence Law Asia LLC, on 10 April 2024. The second respondent acknowledged it on affidavit in June 2024.
[38] ORC 6214 was served on the second respondent’s solicitors by then, Oon & Bazul LLP (“Oon & Bazul”), on 16 October 2025. The respondents referred to it in their answer to the claimant’s application to the Tribunal on 24 November 2025 as the order by which the claimant had “registered” the Tribunal’s order in Singapore. Oon & Bazul’s letter of 9 January 2026 to the claimant noted “[y]our reminder of the penal consequences in ORC 6214”. The second respondent’s own affidavit does not deny knowledge of the order.
[39] ORC 6675 was served on the second respondent by email at his personal address on 12 November 2025, under an order for substituted service made in OA 665. His own affidavit acknowledges that it was served on him on 12 November 2025. It was also sent that day to Oon & Bazul and to Mr Michael McNutt (“Mr McNutt”), the second respondent’s legal adviser in the Arbitration. The letter serving it on the second respondent drew the penal notice to his attention. The same email address had brought an earlier order of this court, made in another matter between the parties, to his attention within days.
The transfer of the Beeaar Shares
[40] On 19 December 2025, a transfer of the second respondent’s entire shareholding in Beeaar to one Mr Rajendran Vellapalath (“Mr Vellapalath”) was lodged with ACRA. The transfer was lodged by Beeaar’s corporate service provider, StepOne Corporate Services Pte Ltd (“StepOne”), on the instructions of Mr McNutt. The contract that the second respondent alleges obliged him to transfer the Beeaar Shares, and the actual transfer itself, are the subject of the charges under the HC’s Freezing Order and the HC’s Second Freezing Order respectively.
[41] The account of the relevant events is taken from the documents exhibited to the affidavits on both sides. What the second respondent disputes is not the documents, but what I ought properly to infer from them.
The lodgment of 19 December 2025
[42] On 2 January 2026, a search of the ACRA portal revealed to the claimant that, on 19 December 2025, a transfer had been lodged of the second respondent’s entire shareholding in Beeaar to Mr Vellapalath, with an effective date of 19 December 2025. As a result, Mr Vellapalath (and not the second respondent) had become registered as Beeaar’s sole shareholder. On the second respondent’s own account, Mr Vellapalath is one of his lenders.
[43] The same day’s lodgments recorded that Mr Vellapalath had been appointed a director of Beeaar with effect from 18 November 2025 and that one of the two professional directors then on Beeaar’s board (see [299] below) had ceased to hold office with effect from the same date.
[44] On 4 January 2026, the claimant’s solicitors wrote to the second respondent’s solicitors querying the transfer. They asserted that the transfer was in breach of both the Tribunal’s Freezing Order and the HC’s Second Freezing Order. They demanded that the second respondent reverse the transfer and provide documents disclosing the reason for the transfer.
[45] On 9 January 2026, Oon & Bazul replied. They asserted that the second respondent had entered into an agreement to sell the Beeaar Shares to Mr Vellapalath (“the Sale Agreement”) “prior to both referenced Orders”, ie the Tribunal’s Freezing Order and the HC’s Second Freezing Order. They asserted, further: (a) that the second respondent “did not take any steps to facilitate, effectuate, or procure the lodging of any transfer after the issuance of the respective orders”; (b) that he did not “instruct or assist any person to do so”; (c) that the lodgments “were not done at [the second respondent’s] direction”; and (d) that the second respondent “does not accept that he is obliged to ‘reverse’ anything he did not effect”. They added that the possibility that the second respondent no longer held all the shares in Beeaar had been discussed with the claimant in without prejudice settlement discussions on 8 September 2025.
[46] The second respondent did not say through Oon & Bazul that the Sale Agreement predated ORC 1625, ie, 1 April 2024. Indeed, he gave no date whatsoever for the Sale Agreement.
[47] The claimant’s solicitors also wrote, on 5 January 2026, to the Singapore-resident director and the secretary whom StepOne had supplied to Beeaar. Both are employees of StepOne. The letter put StepOne on notice of the freezing orders and asked it to explain the lodgment. The letter had immediate effect. StepOne stopped the payment of stamp duty on the transfer, which remains unpaid, and the two employees instructed solicitors, who corresponded with the claimant’s solicitors from 6 January 2026. On 12 January 2026 and 20 January 2026, StepOne’s solicitors gave the claimant’s solicitors StepOne’s account of the lodgment. Also on 20 January 2026, StepOne itself wrote to ACRA asking how the transfer could be reversed. StepOne’s solicitors sent a copy of that letter to the claimant’s solicitors on 27 January 2026.
StepOne’s account
[48] I take the following sequence of events from StepOne’s solicitors’ letters of 12 and 20 January 2026 to the claimant’s solicitors and from StepOne’s letter of 20 January 2026 to ACRA.
[49] Mr McNutt approached StepOne on or about 13 November 2025. He told StepOne that he was acting for the new owner of Beeaar, ie, Mr Vellapalath.
[50] Mr McNutt told StepOne that Beeaar had recently changed hands, that its new owner intended to appoint new directors, that Beeaar had no business other than holding the Aakash Shares and was taking part in a rights offering by Aakash (ie, an offer by Aakash to its existing shareholders to subscribe for new shares), and that the litigation in which the second respondent was involved did not concern Beeaar.
[51] StepOne’s checks flagged the second respondent as a person of special interest. Mr McNutt said that this was no impediment because the second respondent was no longer Beeaar’s owner.
[52] Mr McNutt instructed StepOne, in December 2025, to proceed with the registration of the share transfer and the change of officers, and to backdate the change of officers to 18 November 2025. StepOne lodged both on 19 December 2025.
[53] Nobody told StepOne of the EA’s Freezing Order, the HC’s Freezing Order or the HC’s Second Freezing Order until the claimant’s letter of 5 January 2026.
[54] After the lodgment, Mr McNutt sent StepOne an undated director’s resolution and an undated instrument of transfer, both signed by Mr Vellapalath and neither signed by the second respondent. Those are the only documents relating to the transfer that StepOne has ever received. No Sale Agreement and no proof of payment were provided to StepOne, despite requests.
[55] Stamp duty on the transfer was never paid. StepOne raised the point itself. On 17 December 2025, when it sent the draft of the ACRA filing (see [58] below), StepOne told Mr McNutt, Mr Vellapalath and the second respondent that stamp duty on a transfer of shares is 0.2% of the price or value of the shares, which on the stated consideration of US$30m came to US$60,000, and that they should stand by with the supporting documents in case the value was queried. StepOne stopped payment of the stamp duty when it received the claimant’s letter. It then relied on the contents of the claimant’s letter to refuse to pay the stamp duty when Mr McNutt pressed it to do so. Mr McNutt sent it no supporting documents.
The emails arranging the transfer
[56] The email chain by which Mr McNutt gave instructions to StepOne to lodge the transfer of the Beeaar Shares and the change of its officers runs from 13 November 2025 to 17 December 2025. From 16 November 2025 onwards, every email in that chain that is in evidence before me was addressed or copied to the second respondent at his personal email address and to Mr Vellapalath, whether Mr McNutt sent it or received it. Mr Prakaash Silvam (“Mr Silvam”) of Oon & Bazul was copied throughout.
[57] The first email addressed to the second respondent is an email from Mr McNutt on 16 November 2025. Mr McNutt opens by addressing the second respondent and Mr Vellapalath by their first names and says that Mr Vellapalath “was assigned the [Beeaar] shares in consideration [of] the settlement for the past loan”. On 17 November 2025, in an email to StepOne addressed also to the second respondent, Mr McNutt wrote that the second respondent “is the former owner of BeeAar and is not your client”, that Mr Vellapalath was StepOne’s client, and that Mr Silvam “and my firm are legal counsel to Byju”, ie, the second respondent.
[58] On 25 November 2025, in an email addressed to the second respondent among others, Mr McNutt told StepOne that the transfer took effect at the “end of July/early August” 2025. On 17 December 2025, StepOne sent the second respondent, Mr McNutt and Mr Vellapalath a draft of the ACRA filing that would record the transfer. StepOne told them that ACRA would take the actual filing date as the effective date of the transfer, and that the consideration stated in the draft was US$30m.
[59] Mr McNutt had been pressing StepOne, repeatedly and in terms, to record the transfer as having taken place on 1 August 2025. On 16 December 2025, within three minutes of StepOne telling him that ACRA no longer allowed share transfers to be backdated, Mr McNutt told StepOne that the “[s]hare transfer date is 1 August” and that the price was about US$30m. Later that day he wrote that “[i]t cannot be [dated] current. I have told you 100x it occurred on 1 August” and that “[t]his isn’t optional - the new shareholder already has taken action since that date”.
[60] On 17 December 2025, after StepOne reported that ACRA had confirmed that it would not accept a backdated transfer, Mr McNutt wrote that “[t]here is a small window of time that the share transfer was permitted and so needs to be effective on that date”.
[61] Early on 18 December 2025, he wrote, “Please have [StepOne’s employee] withdrawal [sic] her email. I have advised you repeatedly that I do not want emails”.
The reversal
[62] On 15 January 2026, the claimant’s solicitors wrote to Oon & Bazul again, rejecting the explanation of 9 January 2026 (see [45] above) and repeating the demand that the second respondent reverse the transfer. They received no reply.
[63] On 14 January 2026, the professional director whom the lodgment of 19 December 2025 recorded as having ceased to hold office on 18 November 2025 wrote, in a letter addressed to the second respondent among others, that he had not resigned and had learned of his removal only from an ACRA search. StepOne received a copy of this letter on 15 January 2026.
[64] On 27 January 2026, Beeaar’s company secretary, appointed by StepOne, lodged with ACRA a request that the lodgment of 19 December 2025 be expunged. By 26 February 2026, the lodgment of 19 December 2025 no longer appeared on the register. The second respondent was again recorded as Beeaar’s sole shareholder.
[65] The reversal of the lodgment was not the result of any step taken by the second respondent.
The committal application
Application for permission
[66] On 29 January 2026, the claimant applied by HC/SUM 447/2026 (“SUM 447”), taken out in OA 302, for permission to apply for a committal order against the second respondent. The application was made without notice, as O 23 r 3(2) of the Rules of Court 2021 mandates.
[67] On 27 February 2026, I made HC/ORC 1485/2026 (“ORC 1485”) granting the claimant permission to apply for an order of committal against the second respondent. ORC 1485 also dispensed with personal service on the second respondent of the documents that O 23 r 4(1) of the Rules of Court 2021 requires to be served personally. These documents include the summons for the committal order itself. I directed instead that those documents be served on the second respondent by e-Litigation on Oon & Bazul and by email: (a) to Oon & Bazul; (b) to his personal email address; and (c) to Mr McNutt.
Application for an order of committal
[68] On 9 March 2026, the claimant filed SUM 793 seeking an order of committal against the second respondent for contempt of court. It served SUM 793 on the second respondent on 13 March 2026 by the means that ORC 1485 directed.
[69] SUM 793 prays for three heads of substantive relief. Prayer 1 prays that the second respondent be committed to prison or fined for contempt in disobeying ORC 1625, ORC 6214 and ORC 6675. In its written submissions, the claimant asks me to impose a term of at least six months’ imprisonment under prayer 1. Prayer 2 prays for four orders, to be complied with within 14 days, directed at restoring the Beeaar Shares to the second respondent and at confirming his ownership of them. I describe these orders when I come to the consequential orders (see [348] below). Prayer 3 prays for fresh orders in the same terms as the HC’s Disclosure Order and the HC’s Production Order.
[70] SUM 793 came up before me for hearing on 4, 19 and 25 May 2026. Mr Cavinder Bull SC (“Mr Bull”) appeared for the claimant at each hearing. Oon & Bazul were on the record for the second respondent in OA 302 until 10 May 2026, when Fervent Chambers LLC replaced them on the record.
[71] On 4 May 2026, the second respondent appeared by counsel, as I describe at [77] below. On 19 and 25 May 2026, Mr Clarence Lun (“Mr Lun”) of Fervent Chambers LLC appeared for the second respondent.
The evidence
[72] The claimant’s evidence comes from Mr Scott Cramer Senecal (“Mr Senecal”), the deputy general counsel of the claimant’s parent company. He filed 7SA, his seventh affidavit in these proceedings, on 5 February 2026 in support of SUM 447. That affidavit sets out the grounds on which the claimant sought permission to bring its committal application. The grounds set out in 7SA are the only grounds on which the claimant may rely in support of SUM 793. That is because O 23 r 7(3) of the Rules of Court 2021 confines a committal applicant to the grounds set out in the affidavit filed in support of his application for permission.
[73] The second respondent, for his part, filed nothing on SUM 793 for over two months. Finally, on 14 May 2026, Mr Lun filed a solicitor’s affidavit exhibiting two unsigned draft affidavits of the second respondent. Duly affirmed versions of those two affidavits were filed on 18 May 2026, 3RA and 4RA, his third and fourth affidavits in these proceedings, together with a fifth affidavit (“5RA”).
[74] Mr Senecal filed three further affidavits: his eighth on 26 February 2026 (“8SA”), 9SA on 12 March 2026 and his tenth on 22 May 2026 (“10SA”). 8SA and 9SA were filed in SUM 447. 8SA was filed, with the court’s permission, before SUM 447 was heard. Its purpose was to update the court on developments in the Arbitration. 9SA was filed after SUM 447 had been heard. Its purpose was to put in evidence ACRA’s expungement of the transfer (see [64] above). 10SA was filed in SUM 793 to answer 3RA, 4RA and 5RA. The claimant sought permission to file 10SA by letters of 15 and 20 May 2026, attaching a draft of 10SA. The second respondent addressed the draft in 5RA and objected to it on 19 May 2026. On 22 May 2026, I granted the claimant permission to file and rely on the draft as 10SA.
[75] The second respondent did not renew his objection to 10SA when SUM 793 was heard. Mr Bull referred to it in his submissions without objection.
[76] Mr Senecal’s three further affidavits are properly in evidence on SUM 793. The effect of O 23 r 7(3) of the Rules of Court 2021 is merely to confine the grounds for the committal application that is eventually brought. That rule does not confine the evidence that may be received in support of grounds already stated in 7SA. 8SA, 9SA and 10SA do not add a ground for committal. Each does no more than add evidence going to the existing grounds for committal set out in 7SA.
The hearing
The hearing of 4 May 2026
[77] SUM 793 was first fixed for hearing on 4 May 2026. Counsel appeared for the second respondent, but without a warrant to act from the second respondent and without Oon & Bazul present as his solicitors on the record. Counsel told me at first that Oon & Bazul had not instructed him to appear. He sought an adjournment of three weeks to file evidence and submissions. I was concerned about counsel’s authority to appear for the second respondent on a summons within OA 302, even to seek an adjournment, without the authority of the second respondent’s solicitors on record and in their absence. I therefore stood the matter down for counsel to take instructions.
[79] I granted the adjournment for one and only one reason. By SUM 793, the claimant was seeking to have the second respondent imprisoned for a term of six months. That is, by any measure, a severe penalty. Whatever the second respondent may have done or may have failed to do up to 4 May 2026, I considered that he remained nevertheless entitled to a reasonable opportunity to answer the charges against him. The adjournment was for the sole purpose of giving him that opportunity.
SUM 1539 and the hearing of 19 May 2026
[80] On 18 May 2026, the eve of the adjourned hearing of SUM 793, the second respondent filed HC/SUM 1539/2026 (“SUM 1539”). By SUM 1539, the second respondent asked: (a) that SUM 793 be heard in private; (b) that he be permitted to cross-examine Mr Senecal on his affidavits; and (c) that SUM 793 be adjourned: (i) pending the determination of the Arbitration; (ii) pending his challenge of the members of the Tribunal to the Court of Arbitration of the SIAC (“the SIAC Court”); and (iii) pending his application to the Tribunal that day asking the Tribunal to declare that the Tribunal’s Production Order had been determined by its ruling of 28 June 2025 (see [317] below) or had lapsed with the Award, to declare that the EA’s Orders had ceased to have effect, to decide the second respondent’s application of 18 December 2025 to rescind the Tribunal’s Freezing Order, and to restrain the claimant from prosecuting SUM 793.
[81] Mr Lun asked me to hear SUM 1539 before I heard SUM 793. SUM 1539 had been filed and served the previous evening, had not yet been given a summons number and was not formally before me. To hear it instead of SUM 793, on a special date fixed to hear only SUM 793, was a lavish indulgence to the second respondent and a considerable imposition on both the court and the claimant. I nevertheless agreed to grant that indulgence, but only at a price. The price was the second respondent’s personal and unqualified undertaking to the court that he would attend the hearing of SUM 793 in person in Singapore, at short notice and as the court directed. Mr Lun took some time to take instructions. He then gave that undertaking to the court on the second respondent’s instructions, on his behalf and with his authority.
The hearing of 25 May 2026
[83] Despite his undertaking, the second respondent did not attend the hearing of SUM 793 on 25 May 2026 at 2.30pm. Mr Lun told me that his client was in Bengaluru, India, and had failed to attend because he had applied for a visa to travel to Singapore but had not obtained approval in time. Mr Lun accepted that his client’s failure to attend put him prima facie in breach of his undertaking to the court. I reserved the court’s position on that breach.
[84] Mr Lun also told me, at the outset of the hearing on 25 May 2026, that his client had instructed him to file applications to set aside ORC 6214 and ORC 6675. But Mr Lun did not ask me to defer the hearing of SUM 793 so that those applications could be heard first. He also did not ask for SUM 793 to be adjourned again. He confirmed that he was ready to proceed to argue SUM 793.
[85] I then stood SUM 793 down so that Mr Lun could ask his client to join by video link and explain his absence directly to the court. The second respondent joined the hearing by video link and addressed the court, unsworn, for that limited purpose. He said that he had applied for a visa on 21 May 2026, that he had assumed it would be approved in two days, and that he had not been aware that it was only because of his undertaking that the hearing of SUM 793 had been adjourned to 25 May 2026. He confirmed that his undertaking continued to bind him if the hearing of SUM 793 were to be adjourned further, adding that he would attend an adjourned hearing “provided the visa is not rejected”. When asked where he was, he said that he was in Hong Kong, not, as Mr Lun had told me, in India. Mr Bull pointed out that the notarisation in the second respondent’s affidavit filed that day said that he was in Stockholm. The second respondent explained that the firm he used for “e-notarising” his affidavits was based in Stockholm. That affidavit supported the application to set aside ORC 6214 that Mr Lun had foreshadowed. The application was filed in OA 302 at 3.24pm on 25 May 2026, while SUM 793 was being heard.
[86] I then heard SUM 793. Because I had dismissed SUM 1539 in its entirety, the hearing took place in open court like any other committal application.
Open court and anonymisation
[87] These grounds name the parties. No order made in OA 302 requires them to be anonymised. By the first limb of SUM 1539, the second respondent asked me to hear SUM 793 in private under O 23 r 7(1)(e) of the Rules of Court 2021, on the ground that the proceedings arise from a confidential arbitration. When I asked Mr Lun if he sought any alternative relief, he asked that the parties’ names be anonymised in any written judgment and that the commercial dispute between them not be described.
[88] Mr Bull opposed both Mr Lun’s primary relief and his alternative relief. He submitted that the names of the parties, the Arbitration, the Award and the EA’s Freezing Order were already in the public domain, in the trade press and in these proceedings. I dismissed SUM 1539 in its entirety. I set out below why Mr Lun’s alternative relief also fails.
The earlier orders in SUM 867
[89] On 1 April 2024, on the respondents’ application in HC/SUM 867/2024 (“SUM 867”), I made an interim order, HC/ORC 1785/2024 (“ORC 1785”), directing that: (a) the proceedings in OA 302 be heard otherwise than in open court; (b) the court file be sealed; and (c) the parties’ names, the Arbitration’s case number and the EA’s interim award be redacted from notices issued by the court. ORC 1785 was an interim order pending the hearing of SUM 867 on notice between the parties.
[90] On 7 May 2024, I heard SUM 867 between the parties and made a final order, HC/ORC 2656/2024 (“ORC 2656”), on that application. By ORC 2656, I dismissed the prayer that the proceedings be heard otherwise than in open court. I sealed the court file, so that no member of the public may inspect it without the court’s leave. And I directed that the parties’ names be redacted from notices issued by the court. The respondents withdrew their prayer that any published judgment or grounds of decision conceal the parties’ identities. ORC 2656 contains no order to that effect. There is therefore no basis for the second respondent to have any expectation that these grounds would be anonymised.
The mode of hearing of SUM 793
[91] The first hearing of SUM 793, on 4 May 2026, took place in a courtroom from which the public was excluded. I excluded the public in the mistaken belief that ORC 1785 remained in force. In the course of the hearing, Mr Bull corrected me. He pointed out that ORC 1785 was in fact only an interim order. It had lapsed on 7 May 2024, almost two years earlier.
[92] When I adjourned the hearing of SUM 793 on 4 May 2026, I therefore directed that the next hearing should take place in open court. That is the mode of hearing that O 23 r 7(1) of the Rules of Court 2021 prescribes for a committal application: it must be heard in open court unless the court orders otherwise in one of the cases that r 7(1) sets out. The only one of those cases that could apply here is r 7(1)(e), where it appears to the court that the application should be heard in private in the interests of the administration of justice.
Why a committal application is heard in open court
[93] I refused to hear SUM 793 in private, for the reasons I gave on 19 May 2026. A committal application is heard in open court for three reasons. The first and strongest reason is to protect the respondent from the arbitrary exercise of judicial power in secret, and to ensure that justice is not only done but is manifestly seen to be done. The second reason is that the publicity that attends committal proceedings deters others who receive orders of the court from disobeying them. The third reason is that the attendant publicity is part of the intended consequence for a respondent who is found to be in contempt. It may even be said that the attendant publicity is part of the intended consequence for a respondent who has been found at the permission stage prima facie to be in contempt. The principle of open justice as it applies to a committal application is therefore not for the sole benefit of the respondent. It is not a benefit that the respondent can waive unilaterally. It is equally a burden for the respondent in which the claimant and the court have an interest.
[94] On the facts of this case, the second respondent showed no prejudice from a hearing in open court other than the prospect that his expectation of confidentiality in the Arbitration would be undermined. That is not a prejudice that the court recognises in this context. That is the very publicity that the second and third reasons contemplate.
[95] Mr Lun’s alternative relief, ie, anonymisation of these grounds, rests on the same ground and fails for the same reasons. Mr Lun accepted that the only prejudice to his client was the defeat of his contractual expectation of confidentiality in the Arbitration. Further, both parties were named in open court when the hearing of 19 May 2026 began.
Section 22 of the Act and the sealing order
[96] Section 22 of the Act does not alter the position. Section 22(1) provides that proceedings under the Act are to be heard in private, and s 22(2) that they are to be heard in open court if the court so orders. The claimant submits, relying on Hilton International Manage (Maldives) Pvt Ltd v Sun Travels & Tours Pvt Ltd [2024] 4 SLR 1347 (“Hilton”) at [64]–[66], that a committal application is not a proceeding under the Act even when it is brought within an originating application under the Act. In Hilton the committal application was brought within an originating summons by which the applicant had obtained permission under s 19 of the Act to enforce an arbitral award. The second respondent accepts that Hilton so held and does not seek to disturb that holding. He says that Hilton is distinguishable on its facts.
[97] I do not need to decide that question. Whether or not SUM 793 is a proceeding under the Act, I directed on 4 May 2026 that it be heard in open court, I refused on 19 May 2026 to hear it in private, and I heard it in open court on 25 May 2026. If s 22(1) applied to SUM 793, my direction of 4 May 2026 was an order under s 22(2) that it be heard in open court. Section 22(2) permits such an order of the court’s own motion. The restrictions on reporting in s 23 of the Act apply only to proceedings that are heard in private (s 23(1)). They do not apply to these grounds.
[98] The sealing of the court file under ORC 2656 continues. It restricts inspection of the court file. The sealing order does not in itself, however, mandate the anonymisation of these grounds.
The issues
[99] The second respondent’s written and oral submissions raise the following issues.
(a) Whether SUM 793 should be heard in the second respondent’s absence, a point that I take of my own motion, or should be stayed or adjourned pending his applications in the Arbitration.
(b) Whether SUM 793 should be stayed, adjourned or dismissed outright by reason of the claimant’s alleged failure to make full and frank disclosure or by reason of delay, waiver, estoppel, consent or abuse of process.
(c) What elements the claimant must prove, and to what standard, to establish a contempt under s 4(1)(a) of the Administration of Justice (Protection) Act 2016 (2020 Rev Ed) (“the AJPA”).
(d) Whether the second respondent breached the HC’s Freezing Order in ORC 1625 by the alleged agreement to transfer the Beeaar Shares to Mr Vellapalath and breached the HC’s Second Freezing Order in ORC 6214 by authorising or permitting the lodgment of the transfer of the Beeaar Shares on 19 December 2025, and whether any such breach was intentional.
(e) Whether the second respondent breached the HC’s Production Order in ORC 6675, and whether ORC 6675 was capable of founding a charge of contempt despite the date for compliance specified in it (6 June 2025) having passed before it was made (7 November 2025).
(f) Whether the second respondent breached the HC’s Disclosure Order in ORC 1625.
(g) If any breach is proved, what sentence is appropriate.
(h) What consequential orders should follow.
The preliminary objections
[100] The second respondent raises three preliminary objections to SUM 793 being heard or decided at all: (a) that it should be stayed or adjourned pending the Arbitration; (b) that the claimant failed in its duty of full and frank disclosure; and (c) that delay, waiver, estoppel, abuse of process and consent bar SUM 793.
[101] Before I take those objections in turn, I address a point that the second respondent did not take but that I must consider of my own motion: whether SUM 793 should be heard and decided in his absence.
Proceeding in the second respondent’s absence
[102] I have heard and determined SUM 793 in the second respondent’s absence. No rule requires an alleged contemnor to be present when a committal application is heard or decided. Order 23 of the Rules of Court 2021, which governs committal applications, contains no such requirement. A committal application is decided on affidavit evidence, and the committal respondent must rely on the matters stated in his affidavit (O 23 r 7(4)(a)). His presence is required only if he wishes to give oral evidence, which he may do with the court’s permission (O 23 r 7(4)(b)). The second respondent has not sought to give oral evidence, though he offered to be cross-examined by video link if the claimant wished it.
[103] In any event, O 15 r 7(4) of the Rules of Court 2021 expressly allows the court to proceed with the hearing of an application in the absence of a party. Further, s 12(6) of the AJPA provides, to avoid doubt, that the court may, if the interests of justice so require, find a person guilty of contempt of court and impose punishment even though the person is absent.
[104] In my view, the interests of justice do so require. The second respondent has had notice of SUM 793 since 13 March 2026. He has filed three affidavits in answer to SUM 793 and two sets of written submissions. Mr Lun confirmed at the outset of the hearing on 25 May 2026 that he was ready to proceed and took no point on his client’s absence. He sought an adjournment only to address mitigation, albeit late in his oral submissions. Nobody had suggested until then that SUM 793 should be heard in two parts. When I asked Mr Lun why he was not prepared to address both liability and mitigation that day, he said that he was prepared to do so, and he did. Mr Bull, for his part, asked me to deal with both liability and sentence at the hearing and did not ask for sentence to be deferred to a hearing at which the second respondent could be present.
[105] The absence is the second respondent’s own choice. He gave an unqualified undertaking to the court that he would attend, and he accepts through Mr Lun that he is prima facie in breach of it (see [81] and [83] above). Despite knowing that the hearing was on 25 May 2026, and that time was therefore of the essence, he waited two days after giving his undertaking to apply for a visa. The application had already been adjourned twice at his instance. I said on 19 May 2026 that it would be heard on 25 May 2026, and on 25 May 2026 that it would be decided that day. The claimant is entitled to have that take place, despite the second respondent’s absence.
The application for a stay or adjournment pending the Arbitration
[106] The second respondent’s primary submission is that SUM 793 should be stayed or adjourned until the Tribunal or the SIAC Court determines applications in the Arbitration that he says challenge the validity or continuing effect of the Tribunal’s Production Order (see [33] above), the Tribunal’s Freezing Order (see [27] above) and the Tribunal’s reservation of jurisdiction in the Award (see [22] above). Mr Lun first put that submission on 19 May 2026 as the third limb of SUM 1539. I rejected it then. The written submissions for SUM 793 put it again as a reason to stay or adjourn SUM 793. I have rejected it again.
[107] The submission mistakes the nature of liability for contempt. A court order must be obeyed. A breach of a court order is a contempt of court even if the order is later discharged, and even if it is held by the same or a higher court to have been wrongly made. The remedy of a party who says that a court order should not have been made is to apply to have it set aside or discharged (if it was made without notice) or to appeal against it (if it was made on notice), all the while complying with its terms. That is the principle to be extracted from the Court of Appeal’s decision in Pertamina Energy Trading Ltd v Karaha Bodas Co LLC and others [2007] 2 SLR(R) 518 (“Pertamina”) at [82]. The claimant makes the same point by reference to Exterian Capital Pte Ltd v Wong Jun Jie Adrian and another [2024] SGHC 254 (“Exterian”) at [12] and Motorola Credit Corpn v Uzan and others (No 2) [2004] 1 WLR 113 at [151]. The latter is an English decision that a contempt of an order that is later set aside on appeal is not wiped away by the setting aside. The second respondent’s written and oral submissions do not engage with this principle.
[108] The principle applies with particular force to orders made under s 12(6) of the Act. Once the court gives permission under s 12(6) of the Act and enters a court order in the terms of the underlying order, there are two orders in the same terms. The underlying order continues to bind the parties as a matter of their arbitration agreement and continues to carry no direct sanction for breach. But the court order binds the parties through the coercive power of the state and, by that power, does carry direct sanctions for breach. These sanctions include an order of committal.
[109] In other words, from the moment an enforcing order is made, it has a separate and independent existence of its own as a court order. So long as it remains in force, it demands obedience and penalises breach in precisely the same manner as any other court order. And, subject to its express terms, it does so independently of the validity or continuing force of the underlying order. What may happen in the Arbitration is therefore an entirely separate matter from any accrued liability in contempt for breaching any of the three court orders.
[110] The second respondent’s written submissions ask for a stay or an adjournment of SUM 793. At the hearing Mr Lun took a different position. He told me that his client was about to apply to set aside ORC 6214 and ORC 6675 and that it was his client’s wish that those applications be heard first. But when I asked him directly, and more than once, whether he was asking me to adjourn SUM 793 to allow that to happen, he said that he was not, and that he was ready to proceed with it. He was unable to put forward a consistent position. I have therefore dealt with the submission as his written submissions put it, as a ground for a stay or an adjournment. I have rejected that submission.
[111] The second respondent has demonstrated no basis to hold SUM 793 in abeyance, whether by a stay or an adjournment. Any argument that the second respondent wishes to make to the Tribunal about the scope or effect of the underlying orders can be made to me either as a matter of defence or as a matter of mitigation.
[112] In any event, the pending applications on which the second respondent relies do not challenge the Tribunal’s Production Order at all. He identifies four documents as those applications: (a) a notice of challenge to the members of the Tribunal under r 14.1 of the SIAC Rules dated 13 October 2025; (b) the respondents’ answer of 24 November 2025 to the claimant’s application to continue the freezing relief; (c) an application of 18 December 2025 to rescind the Tribunal’s Freezing Order; and (d) a supplemental argument of 10 March 2026 in support of the notice of challenge.
[113] Mr Bull submits, and Mr Lun does not contradict him, that none of the four seeks the setting aside or variation of the Tribunal’s Production Order. Each is directed at the constitution of the Tribunal or at the Tribunal’s Freezing Order. The second respondent adds that Mr McNutt submitted to the Tribunal on 16 March 2026 that the Tribunal’s Production Order “falls away” with the Award, and that the Tribunal has reserved its decision. A submission that an order has lapsed is not an application to set it aside or vary it. The same is true of the application of 18 May 2026 (see [80] above), by which the second respondent asked the Tribunal to declare that the Tribunal’s Production Order had been determined or had lapsed. And the Tribunal’s Production Order is not what the second respondent is charged with breaching. He is charged with breaching ORC 6675, a court order which has had an independent existence since 7 November 2025 (see [109] above).
Full and frank disclosure
The second respondent’s submissions
[114] The second respondent submits that the claimant breached its duty of full and frank disclosure: (a) when it obtained ORC 6675 in OA 665; (b) when it obtained permission without notice in SUM 447 to seek a committal order against him; and (c) in its written submissions for SUM 793. He lists 15 matters that the claimant allegedly withheld from the court. The claimant has answered each of them in an aide-memoire tendered at the hearing of SUM 793.
The scope of the duty
[115] The second respondent’s submission fails at the threshold in respect of OA 665 and of the written submissions in SUM 793.
[116] The duty of full and frank disclosure, in the sense in which the second respondent invokes it, attaches only to an application that is made without notice to the opposing litigant (see The “Vasiliy Golovnin” [2008] 4 SLR(R) 994 (“The Vasiliy Golovnin”) at [83] and [85]). An applicant may proceed without notice only exceptionally, where the urgency of the relief, or the risk that giving notice would in itself defeat the relief sought, outweighs the respondent’s right to be heard before an order is made against him (see, in the context of injunctions, Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal [2015] 5 SLR 558 at [115] and O 13 r 1(3) of the Rules of Court 2021).
[117] On an application made without notice, the applicant is the only party before the court. The court therefore does not have the benefit of a countervailing exposition of the facts or of a countervailing view of the issues. As a result, the court must necessarily depend on the applicant to redress the imbalance somewhat. That dependence is the source of the duty of full and frank disclosure (The Vasiliy Golovnin at [85]).
[118] The source of the duty also fixes its two critical qualifications. First, the duty is limited by the applicant’s reasonable knowledge. It extends to the material facts that the applicant knew and to those that he would have known had he made the inquiries that the circumstances reasonably required. It does not extend to facts that he could not reasonably have been expected to know or to find out (The Vasiliy Golovnin at [86], [88] and [90], citing Tay Long Kee Impex Pte Ltd v Tan Beng Huwah (trading as Sin Kwang Wah) [2000] 1 SLR(R) 786 (“Tay Long Kee Impex”) at [21]). Second, subject to that limit, the applicant: (a) must disclose all material facts, including those that are prejudicial to him; (b) must disclose defences that the absent party might plausibly raise; and (c) must present the application fairly (The Vasiliy Golovnin at [83], [87] and [91]). He is not required to search for defences that are possible but unlikely (The Vasiliy Golovnin at [88]). Nor is he required to argue the absent litigant’s case for him. The duty is to disclose the matters on which the absent litigant would rely, not to rehearse the inferences and arguments that the absent litigant might build on them (see Kazakhstan Kagazy plc and others v Arip [2014] EWCA Civ 381 at [70]).
Applications made on notice
[119] An application that is made on notice to the opposing litigant is different in kind. The Rules of Court 2021 prescribe how an application on notice and the evidence in support of it are to be served (O 3 r 5(4) and r 5(8) and, for a committal application, O 23 r 4(1) and r 4(2)). Service of the papers in accordance with the Rules of Court 2021 is deemed to give the respondent notice of the application and functions as the respondent’s opportunity to decide, on an informed basis, whether to exercise his right to be heard on the application and, if so, to what extent. That is so even if service, for whatever reason, fails to bring the papers to the opposing litigant’s actual notice. That is a fortiori so if service results in the respondent receiving the papers but he chooses not to read them.
[120] A respondent who has been served the papers in accordance with the Rules of Court 2021 and who has actual notice of the hearing but who nevertheless chooses not to appear has been afforded natural justice and has declined it (see Su Sh-Hsyu v Wee Yue Chew [2007] 3 SLR(R) 673 at [51]). Natural justice requires notice of the proceedings and an opportunity to be heard but does not require actual attendance (see Paulus Tannos v Heince Tombak Simanjuntak and others and another appeal [2020] 2 SLR 1061 at [42]). If a party has actual notice of a hearing and deliberately chooses to absent himself, he does not thereby turn the application into one made without notice (see Arab Bank Ltd v Ng Soo Jin and others [1988] SGHC 58 (“Arab Bank”) at [13]).
[121] The duty that an applicant owes the court on an application made on notice where the opposing litigant chooses not to attend the hearing is no more than the duty that the applicant would owe if the opposing litigant had chosen to attend. That is the duty not to deceive or mislead the court. Thus, a litigant must not knowingly state untrue facts, present true facts misleadingly or conceal material facts, and must not allow a witness that he calls to mislead the court (see Bachoo Mohan Singh v Public Prosecutor and another matter [2010] 4 SLR 137 (“Bachoo Mohan Singh”) at [114]). Further, a litigant must not conduct a court proceeding that he knows involves a deception on the court or that is manifestly groundless (s 3(1)(da) of the AJPA).
[122] The duty of full and frank disclosure on an application made without notice is therefore best seen as merely one aspect of a litigant’s overarching duty not to deceive or mislead the court that arises in a specific context where the risk that the court will be misled is greater than usual (see Re Fullerton Capital Ltd (in liquidation) [2025] 1 SLR 432 (“Re Fullerton”) at [133], citing Boreh v Republic of Djibouti [2015] EWHC 769 (Comm) at [249]).
[123] None of these overarching duties depends on an opponent being present to enforce it. An applicant who takes advantage of a respondent’s absence to mislead the court on an application made on notice will be visited with the consequences of that conduct, though not with the same strictness as on an application made without notice (Arab Bank at [13]).
[124] The Court of Appeal has cautioned that the absence of the strict duty on an application made on notice does not leave the applicant free to withhold from the court material facts that reside exclusively with him and of which the opposing party is unaware (Re Fullerton at [131] and [134]). That caution has no application here. Every one of the 15 matters on the second respondent’s list was either within the second respondent’s own knowledge or placed before the court by the claimant itself. These matters arise from: (a) the second respondent’s own affidavits and evidence; (b) the rulings and transcripts of the Arbitration, to which he is a party; (c) correspondence to which he or his advisers were privy; (d) settlement discussions in which he took part; or (e) the terms of the orders themselves.
OA 665 and SUM 793
[125] SUM 793 is also an application on notice. The second respondent has appeared on it by counsel. There is no duty of full and frank disclosure on SUM 793.
[126] OA 665 was also an application on notice. The second respondent was served with the papers in OA 665 in accordance with the Rules of Court 2021 by substituted service at his email address. He did not appear. There was no duty of full and frank disclosure on OA 665.
[127] On OA 665 and on SUM 793, therefore, the claimant is bound only by the overarching duty not to deceive or mislead the court. The second respondent’s complaint on both is of non-disclosure, not of any false or misleading statement. The complaint of a failure to make full and frank disclosure in respect of these two applications fails in limine.
SUM 447
[128] The duty of full and frank disclosure applies only to SUM 447. It is only that application that the claimant made without notice, as O 23 r 3(2) of the Rules of Court 2021 requires.
[129] I have considered the 15 matters that the second respondent complains are breaches of the claimant’s duty of full and frank disclosure on SUM 447. None of the 15 matters amounts to a material non-disclosure. Most were in fact disclosed in 7SA or its exhibits or in the affidavits filed for SUM 447 that followed 7SA. This includes the Tribunal’s ruling of 28 June 2025 (see [317] below), StepOne’s request to ACRA to reverse the transfer of the Beeaar Shares and the refusal of the second respondent’s former Indian lawyers, Shardul Amarchand Mangaldas & Co (“SAM”), to release documents until their fees are paid. Several of the 15 matters were disputed matters that the claimant was entitled to contest rather than concede. Several others concerned without prejudice communications that the claimant could not and should not disclose.
[130] The remaining matters were immaterial to whether permission should be granted in SUM 447. One example is the claimant’s undertaking in damages, which the second respondent says the claimant should have drawn to the court’s attention because the claimant “owes an open-ended damages undertaking to the alleged contemnor”. That undertaking is set out on the face of ORC 1625 itself. It protects the second respondent if the orders should not have been made. It says nothing about whether he obeyed them.
[131] I deal with two of the 15 matters specifically: (a) a letter from an Indian resolution professional; and (b) a remark by Mr Bull at the arbitral hearing of 16 March 2026. A third, the claimant’s alleged consent to the transfer, I deal with when I come to the charges under the freezing orders (see [212]–[230] below). A consent that was never given could not have been disclosed.
The RP’s letter of 18 September 2025
[132] The first of the two matters is a letter from the resolution professional appointed under Indian insolvency law to manage T&L (“the RP”). It is true that the claimant did not put this letter before the court in SUM 447. But the claimant’s response is that it did not have the letter then and that the letter is in any event immaterial. I accept both points. I describe SAM’s refusal and the RP’s letter at [272]–[280] below.
Mr Bull’s remarks on 16 March 2026
[133] The second of the two matters is an exchange at the arbitral hearing on 16 March 2026 at which the Tribunal heard the applications that I describe at [112] above. The second respondent says that the exchange precludes the claimant from now relying on the HC’s Disclosure Order.
[134] At that hearing, a member of the Tribunal asked Mr Bull whether ORC 1625 was “still on the books in Singapore”. Mr Bull first answered that it was. Pressed on whether it had come to an end when the Tribunal’s Freezing Order superseded it, he corrected himself: “[t]he order enforcing the emergency arbitrator’s order is no longer in effect because, by its terms, the court said it would last until further order”. The further order was ORC 6214, by which the court enforced the Tribunal’s Freezing Order. Asked whether ORC 6214 had therefore “by implication” discharged ORC 1625, Mr Bull answered, “Yes. And it must be -- I mean, if I tried to enforce that one, I’d be very naughty. We wouldn’t do that.”
[135] The second respondent says that this is a concession that ORC 1625 had been discharged, that the claimant is estopped from relying on ORC 1625, and that the failure to disclose the remark to the court in SUM 447 was a failure to make full and frank disclosure.
[136] Mr Bull’s remarks do not bear the weight that the second respondent places on them. The exchange concerned the court’s enforcement of the Tribunal’s Freezing Order. That order continued the EA’s Freezing Order and nothing else. The only part of ORC 1625 that ORC 6214 could have discharged by implication was therefore the HC’s Freezing Order (ie, para 1(a)(1) of ORC 1625). The remark concerned that order and its enforcement in respect of the period after 9 October 2025. ORC 6214 expressly provides that the HC’s Freezing Order ceased to have effect from 9.58am on that day. The claimant has never said otherwise. Its case on the freezing orders is that the second respondent was bound by the HC’s Freezing Order until 9.58am on 9 October 2025 and by the HC’s Second Freezing Order from 9.58am on 9 October 2025. On that basis, it submits that the transfer of 19 December 2025 breached the HC’s Second Freezing Order, and that any agreement to make the transfer reached before 9.58am on 9 October 2025 breached the HC’s Freezing Order.
[137] Mr Bull’s remarks said nothing about the HC’s Disclosure Order. ORC 6214 expressly preserved that order. Read in context, the words “no longer in effect” were an answer about the HC’s Freezing Order and were accurate. That order ceased to have effect on 9 October 2025 when I made the further order that its own terms contemplated.
[138] Nothing in Mr Bull’s remarks estops the claimant from relying on the HC’s Disclosure Order. An estoppel requires a clear and unequivocal representation to the party raising the estoppel on which that party then relies. The remarks were made to the Tribunal, not to the second respondent. The remarks were made in answer to a question about the HC’s Freezing Order, not the HC’s Disclosure Order. The remarks, when understood in context, made no representation about the HC’s Disclosure Order whatsoever. And the second respondent does not say that he did anything, or refrained from doing anything, in reliance on the remarks. Indeed, he could not have. At the time of the remarks, the second respondent had already failed to make the disclosure that the HC’s Disclosure Order required. Nor could the remarks have been disclosed in SUM 447. They were made on 16 March 2026, after I had heard and disposed of SUM 447 on 27 February 2026 and after the claimant filed SUM 793 on 9 March 2026.
[139] The remarks have now been disclosed in the second respondent’s own evidence. I have taken them into account in deciding SUM 793.
The objections that turn on the facts
[140] The second respondent also relies on delay, waiver, estoppel and abuse of process, and on the claimant’s alleged consent to the transfer, as reasons to dismiss SUM 793 at the threshold. Each of these objections depends on the facts of the transfer or of the disclosure. I therefore deal with them after I have found those facts (see [212]–[230] and [313]–[322] below). None of them succeeds. The estoppel said to arise from Mr Bull’s remarks to the Tribunal I have dealt with already (see [138] above).
The law
[141] Before I turn to the charges, I set out the law that governs them. Much of it is common ground.
The elements of a contempt
[142] First, it is common ground that SUM 793 engages s 4(1)(a) of the AJPA. That provision makes it a contempt of court for any person intentionally to disobey or breach any judgment, decree, direction, order, writ or other process of a court. The court’s power to punish such a contempt may be exercised by a committal order made under O 23 r 2 of the Rules of Court 2021.
[143] Second, it is common ground that the standard of proof on a committal application is the criminal standard. The claimant must therefore prove each element of the contempt beyond reasonable doubt (s 28 of the AJPA and Mok Kah Hong v Zheng Zhuan Yao [2016] 3 SLR 1 (“Mok Kah Hong”) at [85]).
[144] Third, it is common ground that establishing the mental element of a contempt of court requires the applicant to show only: (a) that the conduct of the alleged contemnor was intentional; and (b) that the alleged contemnor knew all the facts that made that conduct a breach of the order. The necessary knowledge under the second limb includes knowledge of the existence of the order and of its material terms. The necessary knowledge does not include knowledge that the conduct was a breach of the order or an appreciation of that fact. The alleged contemnor’s motive is irrelevant to liability, though it may bear on sentence (see Mok Kah Hong at [86], applying Pertamina at [51]).
The statutory defence under s 21 of the AJPA
[145] The AJPA supplements the common law on the mental element of contempt of court with a statutory defence. Under s 21 of the AJPA, a person is not guilty of contempt under s 4(1) if he satisfies the court: (a) that his failure to comply with the order was wholly or substantially attributable to an honest and reasonable failure, at the relevant time, to understand an obligation imposed by the order; and (b) that he ought fairly to be excused. Section 29 of the AJPA places the burden of proving the s 21 defence on the person relying on it, and places the standard of proof at the balance of probabilities.
[146] Neither party has referred to s 21 of the AJPA. I analyse and apply it at [231]–[236] below. I do so because Mr Lun’s submission that his client did not understand the orders to prohibit what he did amounts, in substance, to invoking the s 21 defence, and because the court must consider a statutory defence that the evidence raises whether or not the alleged contemnor invokes it by name.
No requirement of “sufficient seriousness”
[147] The second respondent’s written submissions assert that a breach of a court order, in order to be punished as a contempt, must be “sufficiently serious”. Mr Lun asserted also, in oral submissions, that the conduct must be “contumacious” or “contumelious” before liability can arise. There is no such requirement in s 4(1)(a) of the AJPA.
[148] The words “sufficiently serious” come from Aero-Gate Pte Ltd v Engen Marine Engineering Pte Ltd [2018] SGHC 267 at [49(c)], a decision on which both parties rely and which the Court of Appeal upheld on liability (Aero-Gate Pte Ltd v Engen Marine Engineering Pte Ltd and another appeal [2020] 2 SLR 822). That passage summarises the English position in Customs and Excise Commissioners v Barclays Bank plc [2007] 1 AC 181 at [11]. In that case, Lord Bingham of Cornhill said that a party who breaches an injunction will be punished by committal if the breach is sufficiently serious and the required standard of knowledge and intention is proved.

The judgment continues past this page. Read the rest at eLitigation.

Qatar Holding LLC v Byju’s Investments Pte Ltd and another

Laws this judgment relies on

Grounds of decision

Introduction

The three orders of court

Summary

Background

The parties

The dispute

The arbitration

The claimant applies for enforcing orders

ORC 1625

ORC 6214

ORC 6675

Notice of the three orders

The transfer of the Beeaar Shares

The lodgment of 19 December 2025

StepOne’s account

The emails arranging the transfer

The reversal

The committal application

Application for permission

Application for an order of committal

The evidence

The hearing

The hearing of 4 May 2026

SUM 1539 and the hearing of 19 May 2026

The hearing of 25 May 2026

Open court and anonymisation

The earlier orders in SUM 867

The mode of hearing of SUM 793

Why a committal application is heard in open court

Section 22 of the Act and the sealing order

The issues

The preliminary objections

Proceeding in the second respondent’s absence

The application for a stay or adjournment pending the Arbitration

Full and frank disclosure

The second respondent’s submissions

The scope of the duty

Applications made on notice

OA 665 and SUM 793

SUM 447

The RP’s letter of 18 September 2025

Mr Bull’s remarks on 16 March 2026

The objections that turn on the facts

The law

The elements of a contempt

The statutory defence under s 21 of the AJPA

No requirement of “sufficient seriousness”