Interpretation of this Part
58. In this Part, unless the context otherwise requires —“asset”, in relation to a transferor, means property of any kind (whether tangible or intangible, whether arising from, accruing under, created or evidenced by or the subject of, an instrument or otherwise and whether actual or contingent) of the transferor on the eve of the transfer date and includes, without limitation, any —(a)
legal or equitable interest in real or personal property, whether situated in Singapore or elsewhere;
(b)
chose in action;
(c)
money or securities;
(d)
plant and equipment, whether situated in Singapore or elsewhere;
(e)
intellectual property;
(f)
infrastructure, whether situated in Singapore or elsewhere;
(g)
records; and
(h)
right;
“fair trading functions” means the following functions of the Standards, Productivity and Innovation Board:(a)
promoting fair trading among suppliers and consumers and enabling consumers to make informed purchasing decisions in Singapore;
(b)
preventing suppliers in Singapore from engaging in unfair trading practices;
(c)
advising the Government, any public authority or any consumer protection organisation on fair trading matters generally;
(d)
administering and enforcing the Consumer Protection (Fair Trading) Act 2003;
“liability”, in relation to a transferor, means any liability, duty or obligation (whether actual or contingent, liquidated or unliquidated, and whether owed alone or jointly and severally with any other person) of the transferor on the eve of the transfer date, whether under the laws of Singapore or any country or territory outside Singapore;
“records”, in relation to a transferor, means registers, papers, documents, minutes, receipts, books of account and other records, however compiled, recorded or stored, of that transferor existing on the eve of the transfer date;
“right”, in relation to a transferor, means any right, power, privilege or immunity of the transferor on the eve of the transfer date, whether under the laws of Singapore or any country or territory outside Singapore;
“transfer date” means 1 April 2018;
“transferor” means —(a)
the International Enterprise Singapore Board; or
(b)
the Standards, Productivity and Innovation Board;
“transferring employee”, in relation to the Standards, Productivity and Innovation Board, means every employee of that Board, except the employees in the Consumer Protection Weights & Measures Division who perform solely or mainly the fair trading functions.
Transfer of undertakings to Board
59.—(1) On the transfer date, the following assets and liabilities are transferred to the Board:(a)
all assets and liabilities of the International Enterprise Singapore Board;
(b)
all assets and liabilities of the Standards, Productivity and Innovation Board, except the assets and liabilities that relate solely or mainly to the fair trading functions.
(2) When any asset or liability of a transferor is transferred under subsection (1), the following provisions have effect:(a)
the asset that is the subject of the transfer vests in the Board by virtue of this section and without the need for any further conveyance, transfer, assignment or assurance;
(b)
the liability that is the subject of the transfer becomes by virtue of this section the liability of the Board;
(c)
all legal or other proceedings relating to that asset or liability started before the transfer date by or against the transferor (or a predecessor of the transferor) and pending immediately before that date are taken to be proceedings pending by or against the Board;
(d)
any legal or other proceedings relating to that asset or liability which could have been started immediately before the transfer date by or against the transferor (or a predecessor of the transferor) may be started by or against the Board;
(e)
a judgment or order of a court or other tribunal obtained before the transfer date by or against the transferor (or a predecessor of the transferor) relating to that asset or liability may be enforced by or against the Board;
(f)
any document relating to legal or other proceedings relating to that asset or liability that has been served on or by the transferor (or a predecessor of the transferor) before the transfer date is taken, where appropriate, to have been served on or by the Board;
(g)
any act, matter or thing done or omitted to be done before the transfer date in relation to that asset or liability by, to or in respect of the transferor (or a predecessor of the transferor) is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the Board;
(h)
a reference to the transferor (or a predecessor of the transferor) in any written law, any instrument made under any Act, any contract, agreement, arrangement or undertaking, or any document of any kind, to the extent to which the reference relates to that asset or liability, is taken to be, or to include, a reference to the Board;
(i)
any agreement relating to that asset or liability and to which the transferor (or a predecessor of the transferor) is a party becomes enforceable by or against the Board.
(3) The operation of this section does not —(a)
constitute a breach of, or default under, any Act or other law or otherwise a civil wrong or criminal wrong;
(b)
constitute a breach of duty of confidence (whether arising by contract, in equity, by custom, or in any other way);
(c)
constitute a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets or liabilities or the disclosure of any information;
(d)
terminate an agreement or fulfil any condition that allows a person to terminate any agreement or obligation, or give rise to any right or remedy in respect of any agreement or obligation;
(e)
frustrate any contract or cause any contract or instrument to be void or otherwise unenforceable;
(f)
release any surety, other obligor or other obligee wholly or in part from any obligation; or
(g)
constitute an event of breach of, or default under, any contract or other instrument.
(4) No attornment to the Board by a lessee from a transferor is required.
(5) The Board, and any transferor from which a foreign asset, right or liability is transferred to the Board, must take all such steps as may be necessary to secure that the vesting in the Board by virtue of this section of any foreign asset, right or liability is effective under the relevant foreign law.
(6) In subsection (5), a reference to a foreign asset, right or liability is a reference to any asset, right or liability as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of conflict of laws) by reference to the law of a country or territory outside Singapore (called in that subsection the relevant foreign law).
Transfer of employees to Board
60.—(1) On the transfer date —(a)
every employee of the International Enterprise Singapore Board stops being an employee of that Board; and
(b)
every transferring employee of the Standards, Productivity and Innovation Board stops being an employee of that Board,
and is each transferred to the service, and becomes an employee, of the Board on terms no less favourable than those enjoyed by the employee on the eve of the transfer date.
(2) A certificate signed by the Minister certifying whether an individual named in the certificate has been transferred to the service of the Board under subsection (1) is admissible in evidence in any proceedings as proof of the matters stated in the certificate.
(3) The transfer of an employee of a transferor to the Board under subsection (1) —(a)
does not interrupt continuity of the employee’s service;
(b)
does not constitute a retrenchment or redundancy of the employee’s employment by the transferor; and
(c)
does not entitle the employee to any compensation or other payment or benefit merely because he or she stops being employed by the transferor.
(4) Nothing in this section prevents —(a)
any of the terms and conditions of employment of an individual transferred to the service of the Board under subsection (1) from being altered by or under any law, award or agreement with effect from any time after the transfer date; and
(b)
an individual transferred to the service of the Board under subsection (1) from resigning from such service any time after the transfer date, in accordance with the terms and conditions of his or her employment then applicable.
(5) To avoid doubt, section 18A of the Employment Act 1968 does not apply to the transfer under this Part of any employee of a transferor to the Board.
General preservation of employment terms, etc.
61.—(1) When an employee of a transferor is transferred to the service of the Board under section 60 (called in this section a transferred employee), the transferred employee’s service with the Board must be regarded for all purposes as having been continuous with his or her service with the transferor immediately before the transfer date.
(2) On the transfer date —(a)
a transferred employee retains all accrued rights as if his or her employment with the Board were a continuation of employment with the transferor;
(b)
the liabilities of the transferor relating to the transferred employee’s accrued rights to leave and superannuation become the liabilities of the Board; and
(c)
a reference in the contract of employment that had effect in relation to the transferred employee immediately before the transfer date is taken to be, or includes, a reference to the Board.
(3) Until such time as the Board draws up the terms and conditions of employment for the transferred employee, the Board is to be regarded as employing the transferred employee on the same terms and conditions of his or her employment with the transferor on the eve of the transfer date.
(4) Any term or condition of employment drawn up by the Board relating to the length of service of the transferred employee with the Board must recognise the length of service of that employee with the transferor (including any previous service that is taken to be service with the transferor) to be service with the Board.
(5) For any conduct of the transferred employee when he or she was employed by the transferor which would have rendered that employee liable to be reprimanded, reduced in rank, retired, dismissed or punished by the transferor, the Board may —(a)
start any disciplinary proceedings against the employee;
(b)
carry on and complete any disciplinary proceedings started by the transferor against that employee if those proceedings are pending on the eve of the transfer date; and
(c)
reprimand, reduce in rank, retire, dismiss or otherwise punish the employee as if the Board were the transferor.
(6) Where on the eve of the transfer date, any matter about the conduct of the transferred employee during his or her employment with the transferor concerned —(a)
was in the course of being heard or investigated by a committee of that transferor acting under due authority; or
(b)
had been heard or investigated, but no order, ruling or direction had been made, by that committee,
that committee must complete the hearing or investigation and make such order, ruling or direction as it could have made under the authority vested in it before that date, and that order, ruling or direction is to be regarded as an order, ruling or direction of the Board.
(7) The chief executive of each of the transferors is not by operation of this Part transferred to the position of Chief Executive of the Board, unless the Board appoints him or her to that position under section 31.
Transfer of records
62. On the transfer date, the following records become the records of the Board:(a)
all records of the International Enterprise Singapore Board;
(b)
all records of the Standards, Productivity and Innovation Board, except the records that relate solely or mainly to the fair trading functions.
Confirmation of transfers
63.—(1) If any dispute arises —(a)
as to whether an asset or a liability, or an employee or a record, is transferred under section 59, 60 or 62; or
(b)
as to whether any, or part of any, contract or document relates to an asset or a liability, or an employee or a record, transferred under section 59, 60 or 62,
the Minister charged with the responsibility for finance may determine the matter and must provide the concerned parties with written notice of that determination.
(2) The determination of the Minister charged with the responsibility for finance under subsection (1) is final and binding on the transferor concerned and the Board.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
The Singapore legislation on this platform is subject to copyright of the Singapore Government and is used/reproduced for the purposes of this platform with the permission of the Attorney-General's Chambers. Users of this platform may check Singapore Statutes Online for the latest version of the Singapore legislation.
