Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 5 · Scheme of Arrangement
65. Power of Court to restrain proceedings, etc., against subsidiary or holding company
Feedback & supportLast amended by an amending law of 2021.
Where the Court has made an order under section 64(1) in relation to a company (called in this section the subject company), the Court may, on the application of a company that is a subsidiary, a holding company or an ultimate holding company of the subject company (called in this section the related company), make one or more of the following orders, each of which is in force for such period (but not exceeding the period for which the order under section 64(1) is in force) as the Court thinks fit:
an order restraining the passing of a resolution for the winding up of the related company;
an order restraining the appointment of a receiver or manager over any property or undertaking of the related company;
an order restraining the commencement or continuation of any proceedings (other than proceedings under section 210 or 212 of the Companies Act 1967 or this section or section 66, 69 or 70) against the related company, except with the permission of the Court and subject to such terms as the Court imposes;
an order restraining the issuance, continuation or execution of any enforcement order or other legal process, or the levying of any distress, against any property of the related company, except with the permission of the Court and subject to such terms as the Court imposes;
an order restraining the taking of any step to enforce any security over any property of the related company, or to repossess any goods held by the related company under any chattels leasing agreement, hire‑purchase agreement or retention of title agreement, except with the permission of the Court and subject to such terms as the Court imposes;
an order restraining the enforcement of any right of re‑entry or forfeiture under any lease in respect of any premises occupied by the related company (including any enforcement pursuant to section 18 or 18A of the Conveyancing and Law of Property Act 1886), except with the permission of the Court and subject to such terms as the Court imposes.
The related company may make the application under subsection (1) only if all of the following conditions are satisfied:
company
“company” has the meaning given by section 4(1) of the Companies Act 1967;
no order has been made and no resolution has been passed for the winding up of the related company;
the order under section 64(1) made in relation to the subject company is in force;
the related company plays a necessary and integral role in the compromise or arrangement relied on by the subject company to make the application for the order under section 64(1);
the compromise or arrangement mentioned in paragraph (c) will be frustrated if one or more of the actions that may be restrained by an order under subsection (1) are taken against the related company;
the Court is satisfied that the creditors of the related company will not be unfairly prejudiced by the making of an order under subsection (1).
When the related company makes the application under subsection (1) to the Court —
the related company must publish a notice of the application in the Gazette and in at least one English local daily newspaper, and send a copy of the notice published in the Gazette to the Registrar of Companies; and
unless the Court orders otherwise, the related company must send a notice of the application to each creditor of the related company who will be affected by an order under subsection (1) and who is known to the related company.
An order of the Court under subsection (1) —
may be made subject to such terms as the Court imposes; and
may be expressed to apply to any act of any person in Singapore or within the jurisdiction of the Court, whether the act takes place in Singapore or elsewhere.
The Court may make an order extending the period for which an order under subsection (1) is in force, if an application for the extension of the period is made by the related company before the expiry of that period.
The related company, any creditor of the related company, or any receiver and manager of the whole (or substantially the whole) of the property or undertaking of the related company, may apply to the Court for an order discharging or varying any order made under subsection (1).
creditor
“creditor”, in relation to a debtor proposing a voluntary arrangement under Part 14, means a creditor to whom the debtor owes a debt provable in bankruptcy;
An order made by the Court under subsection (1) does not affect —
the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations; or
the commencement or continuation of any proceedings that may be prescribed by regulations.
The related company must, within 14 days after the date of an order made under subsection (1), (5) or (6), lodge a copy of the order with the Registrar of Companies.
Registrar of Companies
“Registrar of Companies” means the Registrar of Companies appointed under section 8 of the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies;
In this section, “chattels leasing agreement”, “hire‑purchase agreement” and “retention of title agreement” have the meanings given by section 88(1).
chattels leasing agreement
“chattels leasing agreement”, “hire-purchase agreement” and “retention of title agreement” have the meanings given by section 88(1);