Goh Jin Hian outside the State Courts on Sept 20, 2023. Goh was on Jan 24 found liable for breach of director’s duties, statutory duties and losses suffered by IPP. - PHOTO: SHIN MIN DAILY NEWS FILE via The Straits Times/ANN
SINGAPORE (The Straits Times/ANN): The High Court has found Goh Jin Hian, a former director of insolvent marine fuel supplier Inter-Pacific Petroleum (IPP), liable for breach of director’s duties, statutory duties and losses suffered by the firm amounting to US$146 million (S$196 million - RM696 million) plus interest.
The liquidators of IPP had sued Goh to recover US$156 million in losses, accusing him of “sleepwalking through his time as a director” and failing to discover and stop drawdowns in trade financing between June 2019 and July 2019 to fund alleged non-existent or sham transactions.
The 55-year-old served as a director of IPP from June 28, 2011, to Aug 20, 2019.
According to the liquidators, the trade financing came from IPP’s two largest creditors – Malayan Banking (Maybank) and the Singapore branch of Societe Generale (SocGen).
It consisted of US$146 million drawn down for cargo trading operations, and US$10.5 million drawn from SocGen’s facility for IPP’s bunkering operations allegedly when IPP was balance-sheet insolvent.
High Court Justice Aedit Abdullah, in brief remarks issued on Jan 24, detailed the responsibilities of a company director. He noted that while a director is not an internal auditor checking every singular detail, the obligation is to monitor the affairs of the corporation.
“This entails, among others, at least broad level supervision of the activities of the officers of the corporation, for the protection of the company, shareholders and creditors,” the judge said.
He found that Goh, the son of former prime minister Goh Chok Tong, had “breached the fiduciary duty owed to the company to take into account the interests of the creditors”.
“It is not necessary for the company to be actually insolvent; the duty arises when the company is in parlous state.
“I do find that the company was in difficulties at the least by June 2019, as indicated by it being balance-sheet insolvent then, and that it was in financial difficulties,” he said.
But the judge said the claim for the loss of US$10.5 million “has not been made out” as IPP has “not sufficiently shown how this claim arose out of the breach in question”.
In response to The Straits Times’ questions, Goh said: “I am considering an appeal against the judgment and will discuss this with my lawyers.”
According to Goh’s opening statement, IPP’s cargo trades and its books and records were directly managed out of its Hong Kong office by Ms Zoe Cheung, a former director and 85 per cent shareholder, and former chief financial officer Wallace To.
“If Dr Goh (was suspicious about) IPP’s finances, and was inclined to investigate, he would require Zoe and Wallace’s cooperation,” it said.
The judge found that the defendant played an active role in the management of the company, adding that the evidence did not show he reduced his role to a purely non-executive one after July 2015.
“The defendant in his specific circumstances owed the duty to be fully apprised of the affairs of the company, especially those relating to its profitability or otherwise.
“That thus entailed a need for him to be aware of and to monitor all the activities, including the cargo trading business.”
Justice Abdullah said Goh showed a lack of knowledge of IPP’s cargo trading business, which was a significant portion of the company’s activity.
“What was adduced by the plaintiff did sufficiently make out ignorance,” the judge said.
During the High Court trial in April 2023, Senior Counsel Lok Vi Ming, who represents Deloitte & Touche, IPP’s judicial managers turned liquidators, questioned why Goh failed to inquire about and investigate a large amount of receivables – US$132 million – allegedly owed to IPP by Mercuria Energy Trading.
Had he done so, he would have learnt that the invoices IPP issued to Mercuria from September 2017 to February/March 2018 were for bogus transactions, and he would have prevented IPP from drawing down on the trade financing with SocGen and Maybank in June 2019 and July 2019.
The liquidators also alleged that Goh missed another opportunity to investigate IPP’s affairs in June 2019, when its bunker operator craft licence was suspended after the Maritime and Port Authority of Singapore detected operational irregularities during an inspection.
They said that while Goh told the authority that IPP was “under tremendous financial strain”, he did so “without bothering to check IPP’s financial position”.
This is because if he had done so, he would have “discovered that there were receivables amounting to about US$964.9 million as of June 2019”.
And if he had checked on the validity and accuracy of these receivables, “the sham transactions would have been exposed”, the liquidators argued.
The judge found that due to Goh’s failure to act on several red flags that had emerged around Feb 7, 2018, “the full extent of the losses claimed by IPP should be allowed”.
“Loss was caused to the plaintiff through the transactions and drawdowns which should not have been carried out and would not have been had the defendant performed his duties,” the judge ruled.
On Goh’s defence relating to the adequacy of information provided within IPP, Justice Abdullah found the information insufficient to answer the queries “that should have been pursued by the defendant as a director, given both the magnitude and the circumstances of these financial issues”.
“An honest and reasonably diligent director would have persisted and probed further,” he noted, adding that on the balance of probabilities, the fraud would have been discovered had Goh inquired.
“In particular, once (Goh) appreciated the large amount supposedly owed to (IPP) by Mercuria, he would have uncovered things that would have triggered... if not an immediate call to the authorities, at least one soon after, staunching any loss to the company.
“This was, as noted by the plaintiff, something that he discovered fairly promptly in reality when he eventually realised that there was cargo trading being undertaken,” the judge noted.
Goh held 36 concurrent directorships between 2017 and August 2019.
In 2020, he stepped down as non-independent, non-executive chairman of healthcare and energy firm New Silkroutes Group and resigned as independent director of cord-blood banking firm Cordlife Group.
In September 2023, Goh and three other men were handed a total of 132 charges related to false trading offences in the State Courts.
Goh himself faced 39 charges under the Securities and Futures Act over allegations including manipulating the share price of New Silkroutes over various periods in 2018. - The Straits Times/Asia News Network
