1 HC/SUM 3300/2025 (“SUM 3300”) of HC/OC 28/2025 (“OC 28”) is an application by the private trustees in bankruptcy (“Claimants”) of Mr Rajesh Bothra (“Bankrupt”) for additional orders to be made in respect of the summary judgment order in HC/ORC 3801/2025 (“Summary Judgment Order”) made in HC/SUM 806/2025 (“SUM 806”). Having considered the parties’ arguments, I make no orders in respect of SUM 3300.

2 The background to these proceedings was covered in Kardachi, Jason Aleksander v Deepak Mishra [2025] SGHC 218. I summarise the material facts briefly.

3 The Bankrupt was adjudged bankrupt on 25 February 2021, following a bankruptcy application filed on 10 December 2020. ¹

4 On 11 January 2025, the Claimants commenced OC 28 in respect of 14 disposals of assets and/or cash to the Defendants, alleging that these disposals were void pursuant to the avoidance rules under the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”).

5 On 30 March 2025, the Claimants applied for summary judgment in SUM 806 in respect of three of these transfers, on the basis that these transfers were carried out after the date of the bankruptcy application, and were therefore void under ss 327 and/or 328 of the IRDA. The details for these three transfers are as follows: ²

(a) On or around 28 January 2021, the Bankrupt transferred his 50% shareholding in Hotel du Parc Baden AG (“HDP Shares”) to the Second Defendant.

(b) On or around 28 January 2021, the Bankrupt transferred his 50% shareholding in Benu Holding AG (“Benu Shares”) to the Second Defendant.

(c) On or around 26 February 2021, the Bankrupt transferred his 100% shareholding in London Real Estate and Consultancy Limited (“LREC Shares”) to the Second Defendant. Notably, this transfer took place after the date of the bankruptcy order.

6 On 30 June 2025, I granted the Summary Judgment Order in respect of these three share transfers. The relevant portions of the order are as follows:

7 To date, the Defendants have not complied with the Summary Judgment Order, whether by way of transferring the shares or paying a sum representing the value of the shares.

8 On 30 June 2025, the Claimants’ solicitors wrote to the Defendants’ solicitors, demanding compliance with the Summary Judgment Order. The Claimants received no response. ³

9 On 28 July 2025, the Claimants’ solicitors wrote to the Defendants’ solicitors again, demanding the delivery and transfer of the shares. ⁴ The Defendants’ solicitors responded on 29 July 2025, stating that: ⁵

10 In essence, the Defendants’ position was that they could elect to satisfy the Summary Judgment Order through any of the alternatives listed in paragraph 2(i) of the Summary Judgment Order. The Second Defendant has averred that she is prepared to pay a sum representing the value of the shares, to be assessed by an independent valuer. ⁶

11 On 31 July 2025, the Claimants’ solicitors wrote to the Defendants’ solicitors to indicate their position that the Claimants had the right to elect which remedy to pursue, and that they had elected in favour of the transfer of the shares under paragraph 2(i) of the Summary Judgment Order. ⁷

12 On 11 November 2025, the Claimants commenced SUM 3300, seeking the following orders:

13 Preliminarily, an issue arose as to the jurisdictional basis for the court to grant the orders sought in SUM 3300. At the hearing, counsel for the Claimants clarified that they were seeking to invoke the court’s inherent jurisdiction and/or powers. In the course of oral submissions, my attention was also drawn to O 15 r 12(4) of the Rules of Court 2021 (“ROC”), which empowers the court to “give such further orders or directions incidental or consequential to any judgment or order that the Court considers appropriate”. Given that these proceedings were commenced under the IRDA, the Claimants took the position that the provisions of the ROC did not apply by virtue of O 1 r 11, notwithstanding the fact that the present application concerned a summary judgment order. Even if this were the case, I note that s 10 of the IRDA allows the provisions of the ROC to be applied by analogy. In any event, nothing turns on this point, and it is not necessary for me to come to a definitive conclusion on the precise jurisdictional basis for this application, be it the court’s inherent powers or O 15 r 12(4) of the ROC. Either way, I am satisfied, and the parties did not contend otherwise, that the applicable principles would have been the same.

14 In this regard, it is well-established that the court possesses the inherent power to clarify the terms of its orders and/or to give consequential directions: Retrospect Investment (S) Pte Ltd v Lateral Solutions Pte Ltd [2020] 1 SLR 763 at [12]. This does not, however, extend to effecting substantive amendments or variations to the orders previously made: Godfrey Gerald QC v UBS AG [2004] 4 SLR(R) 411 at [19]. This limitation exists to ensure finality in litigation. Once a final order has been made, which includes the making of a summary judgment order, the court is functus officio and only non-substantive amendments may be made thereafter: Thu Aung Zaw v Ku Swee Boon [2018] 4 SLR 1260 at [19] and [23].

15 Accordingly, the main issue before me is whether the prayers sought in SUM 3300 are merely clarificatory or in the nature of consequential directions, or whether they effectively amount to a substantive amendment of the Summary Judgment Order. I address each prayer in turn.

16 The parties proceeded on the basis that the remedies under the Summary Judgment Order are alternative and inconsistent. The Claimants argued that the right of election belonged to them. Although the Summary Judgment Order had already been granted, it was still open to the Claimants to elect now. ⁸ Therefore, the Transfer Prayer was necessary to clarify that the Claimants were electing for the transfer of the shares under paragraph 2(i) of the Summary Judgment Order.

17 The Second Defendant submitted that the Claimants were, in substance, seeking to substantively vary paragraph 2(i) of the Summary Judgment Order. ⁹ Based on the clear wording of the order, the Second Defendant was not obliged to transfer the shares, and could elect to satisfy the Summary Judgment Order through the alternatives in paragraph 2(i), namely, by paying a sum representing the value of the shares. On the Claimants’ purported right of election, this should have been exercised when the Summary Judgment Order was made. It could not be exercised now, months after the order was granted. ¹⁰

18 In my view, it is clear from the authorities that the right to elect between alternative and inconsistent remedies lies with the Claimants. It is therefore not open to the Second Defendant to assert that she has the right to elect to satisfy paragraph 2(i) of the Summary Judgment Order by paying a sum representing the value of the shares instead. This was explained in Tang Man Sit v Capacious Investments Ltd [1996] 1 AC 514 (“Tang Man Sit”) at 521 as follows:

19 The Second Defendant does not argue otherwise. Instead, she contends that the Claimants were required to make their election at the time the Summary Judgment Order was granted, and could no longer elect at this stage. While the Claimants would generally be required to elect at the time judgment is given in their favour, this is not an inflexible rule, especially in the context of summary judgments. This was explained in Tang Man Sit at 521–522 as follows:

20 I accept the Claimants’ submission that they were not in a position to elect at the time of the Summary Judgment Order. This was primarily because they lacked information on the value of the shares, which was caused by the Second Defendant’s own actions. For instance, the Second Defendant reserved her right to provide details on the value of the HDP Shares and Benu Shares pending the final determination of HC/SUM 1849/2025 (“SUM 1849”) in her solicitors’ letter dated 29 July 2025. ¹¹ SUM 1849 was commenced on 3 July 2025, shortly after the Summary Judgment Order was granted, and was only disposed of on 4 November 2025 (see Kardachi, Jason Aleksander v Deepak Mishra [2025] SGHC 218). During this period, the Claimants were unable to obtain information on the value of the shares, and were thus unable to properly assess which remedy under paragraph 2(i) of the Summary Judgment Order was most advantageous to them. Based on Tang Man Sit, the Claimants were entitled to do so before they were required to elect. Accordingly, I find that it would be fair to still allow the Claimants to elect at this stage.

21 Further, I find that the Transfer Prayer may be viewed as a clarification of the Summary Judgment Order that the Claimants are electing for the transfer of the shares. This does not require any substantive amendment to the terms of the Summary Judgment Order. As noted in Tang Man Sit above, the principles governing the election of remedies are procedural in nature. Hence, they do not affect the parties’ substantive rights. I reject the Second Defendant’s submission that the Claimants are in effect seeking to “strike out” the rest of the alternatives under paragraph 2(i) of the Summary Judgment Order. ¹² This would be the case if the court were being asked to compel the Claimants to elect for the transfer of the shares, or if the Claimants were being prohibited from pursuing the other remedies under the Summary Judgment Order. In the present case, however, the Claimants are simply exercising their right to elect for the transfer of the shares, and the court is not exercising any control over which remedy the Claimants can elect for. It would therefore be wrong to characterise this as a striking out of the other remedies under paragraph 2(i) of the Summary Judgment Order.

22 However, a natural implication of the Claimants’ election for the transfer of the shares is that they are forgoing their right to pursue a transfer of the value representing the shares under the Summary Judgment Order. This follows from the Claimants’ position that the remedies are alternative and inconsistent, which precludes them from pursuing both a transfer of the shares and a transfer of the value representing the shares concurrently: Tang Man Sit at 521.

23 I note that, at this juncture, the Claimants have not conducted a valuation of the shares that they are seeking. While the Claimants are entitled to elect for the shares without doing so, the Second Defendant has alleged that transferring the shares to the Claimants may result in a diminution in the value of the shares. According to the Second Defendant, the shares are heavily encumbered, and the transfer of the shares could trigger various change-of-control clauses in the loan facilities granted to the underlying companies. ¹³ In turn, this would diminish the value of the shares significantly, rendering the Claimants’ recovery nugatory. ¹⁴ I note that the Claimants have raised certain doubts about the veracity of these allegations. Whatever the case may be, there is a risk that the shares turn out to be diminished in value after they have been transferred to the Claimants. If the Claimants are indeed electing for the transfer of the shares, they would, in the event that the shares turn out to be diminished in value, be precluded from pursuing the alternative remedy of a transfer of the value representing the shares, once the election has been made.

24 Such a result may be justified as the Claimants cannot have it both ways. If they elect for the transfer of the shares, they must be taken to have accepted both the benefits and risks of doing so. If the shares turn out to have appreciated in value, the Claimants would no doubt be satisfied with their choice. If, on the other hand, the shares turn out to have diminished in value, the Claimants would not be in a position to complain, having elected as such. This accords with the rationale for requiring a claimant to elect between alternative and inconsistent remedies. As observed in Main-Line Corporate Holdings Ltd v United Overseas Bank Ltd [2010] 1 SLR 189 at [24]:

25 There is, however, contrary authority to suggest that the Claimants may be allowed to pursue both the transfer of the shares and the monetary claim for the value representing the shares in Ahmed v Ingram [2018] EWCA Civ 519. In this case, a number of share transfers were declared void pursuant to s 284 of the Insolvency Act 1986 (c 45) (UK), which is similar to s 328 of the IRDA. The trustees in bankruptcy argued that they had, in addition to a right to the return of the shares, a monetary claim for the diminution in the value of the shares. The recipients initially opposed the relief in respect of the return of the shares. As it turned out, however, the shares were returned to the trustees in bankruptcy shortly before trial. This meant that the only remaining issue at trial concerned the valuation of the trustees in bankruptcy’s monetary claim. That said, while there was no objection on this point, the English Court of Appeal accepted that, in principle, the trustees in bankruptcy were entitled to have both the shares returned and a monetary sum representing the diminution in the value of the shares (at [33]–[34]).

26 In reaching this conclusion, it appears that the English Court of Appeal viewed the two remedies as cumulative in nature, which meant that the trustees in bankruptcy were entitled to pursue both remedies concurrently. As explained in Tang Man Sit at 522:

27 In the present case, the parties proceeded on the basis that the remedies are alternative and inconsistent, such that the Claimants were required to make an election between the transfer of the shares and of the value representing the shares. As noted above, the implication of such an election is that the Claimants would not be able to pursue the transfer of the value representing the shares, if the shares turn out to be diminished in value. The issue of whether the remedies are cumulative was not before me. In this regard, I note that proceeding on the basis that the remedies are cumulative would obviate the need for an election, and would preserve the Claimants’ right to pursue the monetary claim. This is, of course, subject to the limitation against double recovery. Both remedies serve to represent the value of the Bankrupt’s estate which has been lost as a result of the void dispositions and serve the common purpose of restoring the Bankrupt’s estate to the position it would have been in, had the dispositions not been made. To prevent double recovery, this would mean that, in so far as the Claimants are able to obtain a transfer of the shares from the Second Defendant, the monetary sum that may be claimed would be reduced to a corresponding extent.

28 In light of these observations, I do not find it appropriate for the Transfer Prayer to be granted in its present form. The Claimants are, in effect, seeking to invoke only one of the remedies under paragraph 2(i) of the Summary Judgment Order. As explained, the Claimants are entitled to do so, as the right of election belongs to them. That said, such an election also entails the acceptance of certain consequences, which would affect the Second Defendant moving forward. The onus is therefore on the Claimants to clearly indicate in their summons that they are exercising their right of election, and to frame their prayers accordingly. As it stands, the Transfer Prayer does not make that sufficiently clear.

29 Accordingly, I make no order in respect of the Transfer Prayer. Any further application, including any desired amendment of SUM 3300, should be made in the normal way, and I will need to hear the parties out fully.

30 I turn next to the Full Force and Effect Prayer. Having made no order in respect of the Transfer Prayer, it is likewise unnecessary for the Full Force and Effect Prayer to be granted. In any event, as explained, the court does not have the power to substantively vary the Summary Judgment Order. Thus, there was never any need for the Claimants to have sought this prayer from the outset.

31 Finally, I turn to the Information Prayer.

32 The Claimants have attempted to characterise the Information Prayer as a consequential order for discovery. This would enable the Claimants to obtain information about the sums that have accrued and/or are payable in connection with the shares, which they claim is necessary to give effect to paragraph 2(ii) of the Summary Judgment Order. They rely on the following passage from Tang Man Sit, which reads (at 521):

33 In my view, the above passage envisages a situation where further orders for discovery are required to enable a claimant to elect between alternative and inconsistent remedies. This is not the case in relation to the Information Prayer. On the Claimants’ own case, the documents and information sought relate to the remedies under paragraph 2(ii) of the Summary Judgment Order. Thus, they do not constitute information that would be necessary for the Claimants to elect between the remedies under paragraph 2(i) of the Summary Judgment Order.

34 I accept the Second Defendant’s submission that the Information Prayer in effect seeks to impose an additional substantive obligation on her to provide documents and information to the Claimants. ¹⁵ As explained, once the Summary Judgment Order had been granted, the court no longer has the power to make substantive amendments to it. The Claimants could and should have included the Information Prayer in their summary judgment application. Having failed to do so, it is no longer open to the Claimants to seek to impose such an obligation on the Second Defendant under the guise of seeking consequential directions in respect of the Summary Judgment Order. In this regard, I find it significant that paragraph 2(ii) does not contemplate the possibility of the Claimants seeking further directions from the court. If information on the shares is required, this may be obtained through other avenues instead, eg, examination of enforcement respondent proceedings under O 22 r 11 of the ROC.

35 Accordingly, I make no order in respect of the Information Prayer.

36 For the above reasons, I make no orders in respect of SUM 3300. The Transfer Prayer, as it stands, is not sufficiently clear that the Claimants are exercising their right of election. Given the consequences that such an election would entail, I decline to grant the Transfer Prayer in its present form. The other prayers are either unnecessary or in effect attempts to substantively amend the Summary Judgment Order, which this court does not have the power to do. Any further application should be made in the normal way.

37 For completeness, the parties addressed a number of other issues in the course of their submissions concerning the nature of a claim under ss 327 and/or 328 of the IRDA and the applicability of the change of position defence to such claims. To my mind, these issues were not relevant to the application before me as it stands, and I do not find it appropriate to address them here.

38 Cost directions will be given separately.