In the matter of Ailee Development Corporation And In the matter of the Companies Ordinance 1972 and In the matter of an application to release the liquidator and wind up the company ((Civil Appeal SCA 04/2025) [2025] (Arising in MA 72 OF 2020 out of XP 27/2008) SCSC 663)) [2025] SCCA 18 (18 August 2025)

IN THE COURT OF APPEAL OF SEYCHELLES Reportable [2025] Civil Appeal SCA 04/2025 (18 August 2025) (Arising in MA 72/2020 OUT of XP 27/2008) SCSC 663) IN THE MATTER OF AILEE DEVELOPMENT CORPORATION (In liquidation) AND IN THE MATTER OF THE COMPANIES ORDINANCE 1972 Gerald Lincoln (the liquidator) Appellant (rep. by Mr. Olivier Chang-Leng) And EODC OPERATIONS LTD (rep. by Mr. Frank Elizabeth) Respondent Neutral Citation: In the matter of Ailee Development Corporation And In the matter of the Companies Ordinance 1972 and In the matter of an application to release the liquidator and wind up the company (Civil Appeal SCA 04/2025) [2025] (Arising in MA 72 OF 2020 out of XP 27/2008) SCSC 663) Before: Fernando President, Robinson, Andre JJA Summary: Preliminary issue raised proprio motu by the Court on whether the appeal was filed out of time, Section 220(2) The Companies Ordinance, 1972, Companies (Winding Up) Regulations, 1975, Overpayment of liquidator and legal fees due to the use of an incorrect exchange rate, lack of prior court sanction, payment in USD by a non-Seychellois liquidator, fiduciary duties of liquidator, alleged waiver of interest fees to offset the overpayment, doctrine of ex turpi causa non oritur actio. Heard: 4 August 2025 Delivered: 18 August 2025 ORDERS The Court makes the following Orders: (i) (ii) The appeal is devoid of merit. On Grounds 1, 4 and 5, I find that the Learned Chief Justice correctly held that the Appellant paid himself liquidator and legal fees without the prior sanction of the Court, in breach of the Companies Ordinance and the applicable winding-up regulations. The Appellant further applied an incorrect formula and exchange rate to his own advantage, resulting in overpayments of SCR 5,979,500 in liquidator fees and SCR 180,000 in legal fees. The trial judge was therefore entitled to order the refund of these sums, and no basis has been shown to disturb that conclusion. (iii) On Ground 2, I find that the Appellant’s reliance on his non-Seychellois status and preference for payment in foreign currency is irrelevant. The liquidation proceedings were governed by Seychelles law, and payments could only be made after Court approval. The Appellant's decision to self-remunerate in USD at a favourable exchange rate before obtaining such approval was irregular and unjustified. (iv) On Ground 3, the Appellant’s reliance on an alleged waiver is equally unavailing. There is no evidence of a clear and enforceable waiver of fees sanctioned by the Court. Moreover, as a matter of law, a party cannot invoke its own waiver to offset liabilities arising from unauthorised payments. (v) In the circumstances, the Learned Chief Justice's findings were well-founded in both fact and law, and his conclusions are not plainly wrong, irrational, or unjust to warrant interference by this Court. The Appellant has failed to demonstrate any error of law, misdirection, or abuse that would justify appellate intervention. (vi) Accordingly, I dismiss the appeal in its entirety with costs to the Respondent. The orders of the Supreme Court requiring the Appellant to refund the sum of SCR 5,979,500 in liquidator fees and SCR 180,000 in legal fees to the Registry of the Supreme Court are hereby affirmed. JUDGMENT ANDRE, JA INTRODUCTION [1] This is an appeal arising from the Notice of Appeal dated 3rd February, 2025, filed by Gerald Lincoln (Appellant) against EODC Operations Limited (Respondent). Gerald Lincoln is named in the appeal in his capacity as liquidator of the company, as he has not yet been formally released from that role. This interlocutory appeal is distinct from any application for his release. [2] The appeal challenges the Supreme Court’s decision delivered on 23rd October, 2024 in XP 27 /2008 by Chief Justice R. Govinden. [3] The Appellant as per the cited Notice of Appeal appeals against the Supreme Court’s decision upon the grounds of appeal set out in paragraph 2. The Appellant further seeks the relief set out in paragraph 3 as follows: “That the appeal be allowed and the decision of the Supreme Court is set aside with an order from the Court of Appeal that the Appellant's fees and legal fees were reasonable and are sanctioned in full with costs.” BACKGROUND [4] Twomey CJ (as she then was) in Lincoln v EODC (CP 27/2008) [2019] SCSC 908 aptly summarized the background material of this case up to when she took over the matter in 2017. [5] On 4 February 2008, the Government of Seychelles as a shareholder of Ailee, sought a winding up order of Ailee under section 205(f) of the Companies Ordinance 1972. On 23 June 2008, the Court allowed the winding up of Ailee (In the matter of Ailee Development Corporation Ltd. Civil Side No. 27 of 2008). The Court of Appeal in Re Ailee Development Corporation and The Companies Act 1972 (SCA 13 of 2008) [2010] SCCA 1 (7 May 2010) upheld the Supreme Court’s decision that the Company should be wound up. [6] In June 2011, Egonda-Ntende CJ made an order authorising the distribution of the available funds in the hands of the Liquidator in final settlement of the priority payments and the claims of the secured creditors. In July 2011, the Liquidator applied to the Court for an order correcting mistakes he made in the calculations he had submitted in its application for the amount in the Liquidator’s hands. The order was thus amended on 27 July 2011 to reflect this change. [7] There was also a contempt of court application made by EODC against the Liquidator for the release of funds as per the order of 27 July 2011. Renaud J found that there was no contempt as the liquidator had reasonable grounds to withhold the payments. [8] On 13 July 2012, Renaud J lifted all account restrictions to allow the Liquidator to proceed with the liquidation. [9] On 22 November 2017, Twomey CJ ordered the Official Receiver to submit a report to the Court to determine whether the account submitted was in order and the recommendations therein. The Report was submitted on 19 March 2018. [10] On 16 October 2019, Twomey CJ ruled on the Liquidator’s application to be released and to dissolve Ailee. The application was not allowed as the liquidator had not satisfactorily accounted for all matters relating to winding up of Ailee. [11] On 18 September 2020, Twomey CJ dismissed the application for orders that the liquidation of Ailee was legally flawed and unlawful, liquidator’s appointment be cancelled and all actions done by the liquidator be declared null, liquidator pay the creditor SCR 44,000,000 plus interest and costs. Notably, at this point, the Court noted that the only outstanding matters are liquidator fees, legal fees, and costs that had not been sanctioned by the Court. The Official Receiver was then directed to exercise his powers to tax the same and/or ask the court authorize their payment if deemed reasonable. [12] Consequently, the Official Receiver’s Report was furnished to the Court on 22 October 2020. [13] On 6 October 2021, Govinden CJ delivered a Ruling on the application for release of the liquidator, based on the Official Receiver’s Report. The application was not allowed and conditions were attached for the release of the liquidator. [14] Being aggrieved by Govinden CJ’s decision, Ailee appealed to the Court of Appeal. On 25 August 2023, the Court remitted the matter back to the Supreme Court to conduct a hearing on the specific issue in contention with respect to the overpayments. The orders of the Chief Justice requiring Appellant to pay SCR 5,979,500 and SCR 180,000 with the Supreme Court’s registry were both quashed. [15] On 2 April 2024, Govinden CJ conducted a hearing on overpayments and reinstated the quashed orders requiring the Appellant to pay SCR 5,979,500 and SCR 180,000 in a ruling delivered on 23rd October, 2024. The Appellant sought leave to appeal this decision and leave was accordingly granted on 15th January, 2025. GROUNDS OF APPEAL [16] The Appellant raises 5 grounds of appeal which state verbatim as follows: 1. The Learned Chief Justice erred in fact and in law when he ordered the Appellant to pay the amount of SCR 5,979,50 to the Registry of the Supreme Court as an overpayment of liquidator and legal fees, failing to consider that the formula used by the liquidator to pay his fees, which the Official Receiver has found to be reasonable, had specific stages for payment. 2. The Learned Chief Justice erred in fact and in law when he determined that the Appellant being non-Seychellois was irrelevant and that he could have converted his fees, failing to consider that the Appellant could only pay himself in a convertible currency available at the time and the appropriate exchange rate to be used was that on the day that the Appellant paid himself those fees. 3. The Learned Chief Justice erred in fact when he failed to consider that the Appellant had agreed to waive a portion of his fees on the interest accrued from the investment of the sale of the proceeds of the disposal of the main asset of the company in liquidation, namely, the land comprised in T147, and that if there was an overpayment of his fees, this ought to be offset against the sum which he had agreed to waive. 4. The Learned Chief Justice erred in fact and in law when he ordered the Appellant to pay the amount of SR 180,000 to the Registry of the Supreme Court as an overpayment of legal fees, failing to consider that this sum had already been sanctioned by the court in previous rulings and that the appropriate exchange rate was that of the date that he made those payments. 5. The Learned Chief Justice erred in fact and in law when he failed to consider that the Appellant's liquidator fees and legal fees had already been sanctioned by the court and approved by the creditors of the company in liquidation and that the only outstanding issue related thereof, was in relation to taxation by the Registrar of the Supreme Court.” SUBMISSIONS APPELLANT’S SUBMISISONS [17] The Appellant, through his counsel Olivier Chang-Leng, filed his Skeleton Heads of Argument dated 23 June 2025. He submits that the trial judge erred in relying heavily on the report of the Official Receiver, contending that while the court may consider the Receiver’s recommendations, it is not bound by them and must ultimately act in the interests of justice. He submits that the Official Receiver had fulfilled the task assigned by Twomey CJ in the 2019 ruling by confirming that the liquidator's fee was reasonable and recommending the sanctioning of the second tranche of fees. According to the Appellant, the Receiver’s subsequent finding, that an incorrect exchange rate was used, leading to an overpayment was outside his remit and unsupported by law. [18] The Appellant maintains that the exchange rate used was irrelevant and that there is no legal requirement that payment be made in Seychelles Rupees or in the same currency as the realised assets. He states that as a non-Seychellois, he was entitled to be paid in a convertible currency, namely USD, which was the currency available at the time. The Appellant then questions the logic of the trial judge’s reliance on an undefined exchange rate noting that no such rate was specified by either the Official Receiver or the trial court. [19] He further submits that the trial court's conclusion that he gained an unreasonable advantage to the detriment of creditors is unsubstantiated, as there is no evidence of any knowledge of future exchange rate fluctuations on his part. The Appellant emphasises that he used a formula accepted by the Official Receiver, and that no objections were raised by creditors regarding the quantum of fees. He submits that it is unreasonable to be ordered to refund fees paid 16 years prior based on an exchange rate that was unknown at the time of payment. [20] On the 2nd Ground, the Appellant submits that being non-Seychellois and having a non- resident status are not irrelevant but goes to the heart of the dispute. He explains that it was impossible to have paid himself otherwise than in dollars because, being from Mauritius, he had no use for Seychelles Rupees, and like any cross-border transaction, payment had to be settled in hard currency. He further stated that there was no objection from the parties or the court when he disclosed that he had taken 1.7 million dollars from the 5 million held with Bank of Baroda in Mauritius. [21] He submits that the main creditor, Bank of Baroda, actually benefitted the most from the USD transfer. He further submits that the trial judge and Official Receiver contradicted themselves by finding the fees and the formula reasonable, yet faulting him for using the wrong exchange rate, when that same formula dictates the stage at which he is paid. He contends there was no legal basis for such a finding and that the Official Receiver exceeded his mandate under Twomey CJ’s 2019 ruling. [22] For Ground 3, the Appellant submits that the trial judge erred by failing to consider that he had agreed to waive fees on the interest accrued from investing the proceeds of the Plantation Club sale, which totalled SCR 109,852,069, being an approximate 22% return on SCR 480 million. He submits that he acted in good faith by not charging fees on this interest. However, if the court is acting retrospectively to assess overpayment, then he should be entitled to fees payable on the interest accrued, which should be offset against any amount the court finds he was overpaid. [23] The Appellant in ground 4 submits that the trial judge erred in upholding the Official Receiver’s finding that he overpaid legal fees to his counsel. He argues that this conclusion, like the issue of his own fees, is based on the incorrect assumption that the applicable exchange rate is that at the completion of the winding up. The Appellant maintains that payments were made at the prevailing exchange rate at the time and thus cannot be deemed overpayments. [24] He notes that the sum of SCR 300,000 had already been approved by the court in an order dated 27 June 2011, as reaffirmed by Twomey CJ in the 2019 Ruling. Only legal fees paid after that date were subject to taxation by the Registrar. The Appellant contends that the Official Receiver exceeded his mandate by reviewing matters already sanctioned by the court or within the exclusive jurisdiction of the Registrar. [25] Lastly on ground 5, the Appellant submits that the trial judge erred in failing to consider that both his liquidator and legal fees had been sanctioned by the court and approved by the creditors. He refers to the Supreme Court sitting on 27 June 2011, where all parties, including the Bank of Baroda and the Attorney General, agreed on the distribution of the liquidation account, including his fees. This agreement was formalised in a court order issued by Egonda-Ntende CJ. [26] The Appellant further notes that as early as 2009, he had disclosed his proposed fees in a statement of account attached to a supporting affidavit, and this information was known to both the court and the creditors. RESPONDENT’S SUBMISISONS [27] The Respondent, through his Counsel, Frank Elizabeth, filed his Skeleton Heads of Argument dated 7 July 2025. The Respondent also relies on its written submissions dated 14 June 2024 filed in the Supreme Court, which I have taken into consideration. [28] The Respondent submits that the Appellant's grounds of appeal are without merit, ought to be dismissed and the Supreme Court orders upheld. He relies on Verlaque v Government of Seychelles (2000-2001) SCAR 165 and Audrey Kimberly Esparon v Gerard Philo SCA 17/2021 to submit that the Court should not disturb a discretionary judgment "unless there was an error of law, misunderstanding of the facts, the decision is so unreasonable as to be plainly wrong, or the discretion was exercised un-judicially.” [29] In reply to ground 1, the Respondent contends that the Appellant was not entitled to retain the SCR 5,979,500, as he applied the wrong fee scale reserved for an Official Receiver acting as liquidator despite acting solely as a liquidator. The payments were made without prior court sanction, in breach of Section 228 and Regulation 157, and were neither approved nor taxed. The argument that the fees were “reasonable” is irrelevant. [30] In reply to Ground 2, the Respondent contends that a liquidator’s entitlement to fees crystallises upon court approval, not at the time of withdrawal. Had the Appellant waited for sanction, the exchange rate would have been SCR 12 /USD 1, rather than the SCR 8/USD 1 applied in 2008, resulting in the overpayment. The law does not exempt foreign liquidators from the required sequence of first seeking court approval, withdrawing, and then converting at their own risk. [31] For Ground 3, the Respondent submits that the Appellant’s claim of having waived fees on interest earned is unsupported by any evidence reflecting such a waiver. Even if a waiver were made, it would still require approval for it to be valid as per Section 228. Moreover, the doctrine of set-off does not apply, as an illegal payment cannot be justified by an unproven concession on a different head of fees. [32] In reply to Ground 4, the Respondent contends that the Chief Justice made a finding that the legal fees were paid in two tranches using an outdated exchange rate, resulting in an overpayment of SCR 180,000. The Appellant admitted he never submitted the bills for taxation, despite Regulation 165(2) requiring taxation by the Registrar. The absence of objection at a mention does not amount to court approval. Lastly for Ground 5, the Respondent submits that the orders in 2019 and 2020 expressly withheld release pending taxation and full compliance, as reaffirmed by Govinden CJ. The Appellant also failed to lodge the required bond for 12 years, rendering him legally incapable of acting under Section 219. Finally, under Section 228(2), the Respondent submits that even if some interim consent existed, the statute empowers the Court to revisit fees before release. WHETHER THE APPEAL IS OUT OF TIME [33] Before considering the substantive grounds of appeal, I will first address the issue raised proprio motu by the Court as to whether the appeal is out of time. In this regard, the parties were invited to make submissions. [34] The impugned ruling of the Supreme Court was delivered on 23 October 2024. Thereafter, on 6 November 2024, the Appellant filed an application before the Supreme Court seeking leave to appeal and a stay of execution pending appeal. On 15 January 2025, the Supreme Court granted the said application in its entirety. [35] Section 12(2)(a) and (b) of the Courts Act provides: (a) In civil matters no appeal shall lie as of right— (i) from any interlocutory judgment or order of the Supreme Court; or (ii) from any final judgment or order of the Supreme Court where the only subject matter of the appeal has a monetary value and that value does not exceed ten thousand rupees. (b) In any such cases as aforesaid the Supreme Court may, in its discretion, grant leave to appeal if, in its opinion, the question involved in the appeal is one which ought to be the subject matter of an appeal. [36] This then raises the question of whether the ruling of 23 October 2024 was interlocutory or final in nature. [37] The Court of Appeal in EODC Operations Limited v Lincoln (SCA 42 of 2020) [2023] SCCA 3 (24 February 2023) was faced with a similar question of whether the decision appealed against was interlocutory or final in nature. The Court referred to Delcy vs. Camile 2005 (SLR) 87 where Perera J adopted the definition provided by Alverstone, CJ in Bozson v Altrincham [1903] 1 KB 547, where he stated as follows: “If a judgment or order finally determines the rights of the parties, it ought to be treated as final: if, on the other hand, further proceedings are necessary in order to determine those rights, it ought to be treated as Interlocutory.” [38] Notably, the earlier decision of the Court of Appeal of 25 August 2023, in which the court remitted the matter back to the Supreme Court for the limited purpose of determining the issue of overpayments referred to the earlier judgment of the Chief Justice delivered on 6 October 2021 as being interlocutory in nature. The Court in the impugned Ruling also referred to the 6 October 2021 ruling as interlocutory. [39] Since the matter was remitted solely on the issue of overpayments, it follows that the subsequent ruling of 23 October 2024 which was delivered after court conducted the hearing as was directed by the Court of Appeal was likewise interlocutory. It did not dispose of the entire dispute between the parties. It addressed only a discrete aspect of the broader winding up proceedings. Further, it did not conclusively determine the rights of the parties. [40] It is trite that the final orders given by the Court in a winding up petition is a winding up order, and what follows is the release of the liquidator. I therefore agree with the Appellant that until then, all orders of the Court are interlocutory in nature. [41] Accordingly, leave to appeal was necessary, and the Appellant did in fact obtain such leave prior to filing the appeal. The appeal is therefore properly before this Court and is not out of time. ANALYSIS [42] I have carefully considered the submissions of counsel and examined the record of appeal in its entirety. For purposes of clarity and efficiency, I will address the five grounds of appeal thematically rather than sequentially. Grounds 1, 4, and 5 will be considered together, as they all concern the overarching issue of whether the Appellant’s liquidator and legal fees were properly sanctioned and whether the trial judge erred in finding overpayments. [43] Ground 2 will be addressed separately, as it raises a distinct issue concerning the relevance of the Appellant’s non-Seychellois status and the applicable currency and exchange rate at the time of payment. [44] Lastly, Ground 3, which relates to the Appellant’s alleged waiver of fees on accrued interest and whether this should offset any overpayment, will be considered independently as it raises a separate line of argument. GROUNDS OF APPEAL 1, 4 AND 5 LIQUIDATOR’S FEES [45] It is necessary to first consider the legal basis for liquidator fees. Section 220(2) of the Companies Ordinance, 1972 provides: “Where a person other than the Official Receiver is appointed liquidator he shall receive such salary or remuneration, by way of percentage or otherwise, as the Court may direct,..” [46] In the present case, the Appellant used a formula applicable to when the Official Receiver acts as a liquidator and paid himself accordingly. This was completely wrong. The Appellant seems to have acceded to the fact that the formula used is wrong but since the Official Receiver stated that the fee is reasonable, then according to him, should not be faulted. [47] The Appellant’s contention is that the Official Receiver, having concluded in his report that the Appellant’s fees were reasonable, had completed his remit as defined by Twomey CJ (as she then was) and had no further authority to revisit or reassess the calculation. The Appellant argues that the subsequent finding of overpayment, based on exchange rate discrepancies, was outside the Receiver’s mandate and unsupported by law. [48] It is not disputed that the Appellant paid himself USD 1.7 million around 2008, converting it at a rate of SCR 8/USD 1. By contrast, the applicable exchange rate at the time the court would have likely sanctioned the payment was SCR 12/USD 1. This discrepancy resulted in the Appellant receiving an additional SCR 5,979,500 from the liquidation estate than he would have otherwise been entitled to. [49] The Appellant contends that exchange rate fluctuations cannot be controlled and that he used the rate prevailing at the time of payment. However, this overlooks two critical considerations. First, the payment in question was made without prior court sanction, in breach of the Companies (Winding Up) Regulations, 1975. Second, the Appellant, as fiduciary to the creditors and the Court, had a duty to ensure transparency, accountability, and fairness in the manner in which he drew his remuneration. [50] While the quantum of fees may have been found to be reasonable by the Official Receiver, the timing of payment, the rate of conversion, and lack of sanction fundamentally undermine the propriety of the transaction. [51] Further, it was entirely within the scope of the Official Receiver's mandate, arising from the directive of Twomey CJ, to assess the overall reasonableness of the fees which does not preclude him from making a finding on the effect of currency conversion and whether the resulting amount led to a material benefit to the Appellant at the expense of creditors. [52] Equity applies in insolvency proceedings. A liquidator ought not retain funds to which he is not equitably entitled merely because no immediate objection was raised. It is no answer to say, as the Appellant does, that the fees were found to be “reasonable”. Reasonableness of a fee does not automatically cleanse the irregular manner in which it was executed. [53] The doctrine ex turpi causa non oritur actio remains applicable: one cannot derive benefit from one's own wrongdoing. The doctrine operates to prevent a party from profiting from their own unlawful or improper conduct. [54] This doctrine was enunciated in the English case of Scott v Brown, Denning & Mcnab Company (3) [1892] 2QB 724 on page 728 where Lindley LJ stated: “Ex turpi causa non oritur actio. This old and well-known legal maxim is founded in a good sense and expresses a clear and well-recognized legal principle, which is not confined to indictable offences. No court ought to enforce an illegal contract or allow itself to be made the instrument of enforcing obligations alleged to arise out of a contract or transaction which is illegal if illegality is duly brought to the notice of the court, and if the person invoking the aid of the court is himself implicated in the illegality. It matters not whether the defendant has paraded the illegality or whether he has not. If the evidence adduced by the plaintiff proves the illegality, the court ought not to assist him." [55] In the context of insolvency proceedings, where fiduciary duties and principles of fairness are paramount, this doctrine serves as a critical check against abuse of office. The Appellant, as liquidator assumed a fiduciary position. By paying himself fees using an unauthorised formula and without prior sanction contrary to the Companies Ordinance 1972 and the Companies (Winding Up) (Fees and Costs) Regulations, the Appellant acted in breach of statutory and fiduciary obligations. The fact that the amount paid was later deemed “reasonable” by the Official Receiver does not absolve him of liability since the benefit was procured through a flawed and irregular process. [56] To permit the Appellant to retain the sum of SCR 5,979,500, resulting from the wrongful application of an inflated exchange rate and in the absence of court approval, would be to allow him to profit from conduct that undermines the integrity of the liquidation process. The doctrine therefore applies squarely: the Court cannot lend its hand to uphold a benefit tainted by procedural impropriety and fiduciary breach. [57] As such, the Learned Chief Justice did not err in finding that the Appellant derived an unfair benefit from the application of the exchange rate used which led to an overpayment of SCR 5,979,500 that ought to be refunded. LEGAL FEES [58] The Appellant similarly challenges the finding that he overpaid legal counsel. The evidence per the liquidator’s affidavit of 24th June, 2011 indicates that legal fees amounted to SCR 300,000. However, total fees paid to counsel was USD 40,000. At the prevailing exchange rate of USD 1/SCR 12, this translated to SCR 480,000. [59] The record confirms that the Court had only sanctioned SCR 300,000 as legal fees, in the order issued by Egonda-Ntende CJ in June 2011. [60] The difference then is the total fee paid SCR 480,000 less the SCR 300,000 sanctioned by the Court to give an overpayment of SCR 180,000. [61] The Trial Court’s decision on this overpayment is thus well supported. PRIOR COURT SANCTION AND APPROVAL BY CREDITORS [62] When the parties appeared before Egonda Ntende, CJ on 27 June 2011, they agreed to the Liquidator’s proposals in Part I to IV of the Schedule of the affidavit sworn on 24 June 2011. Part I detailed the available funds for distribution (SCR 608,760,093), Part II detailed the claims received and in there, the liquidator’s fees and legal fees were detailed as SCR 7,210,250 and SCR 300,000 respectively. Part III detailed the disbursements which show that the liquidator’s fees and the legal fees were disbursed. Lastly, Part IV indicated the balance of available funds after deductions of disbursements and preferential payments. [63] The Court accordingly issued an amended order on 27 July 2011, but this correction did not alter the amounts already sanctioned by the Court in respect of the liquidator and legal fees. [64] It is therefore clear that the only amounts that had been sanctioned by the Court are SCR 300,000 in legal fees and SCR 7,210,250 in liquidator fees prior to the 2021 Ruling which sanctioned a further SCR 14,420,500 in liquidator fees. There is nothing on record that shows that anything more than the above stated amounts had been sanctioned by the court and approved by the creditors of the company in liquidation as the Appellant avers. GROUND 2 Whether The Learned Chief Justice erred in fact and in law when he determined that the Appellant being non-Seychellois was irrelevant and that he could have converted his fees, failing to consider that the Appellant could only pay himself in a convertible currency available at the time and the appropriate exchange rate to be used was that on the day that the Appellant paid himself those fees. [65] The Appellant contends that his status as a non-Seychellois justified payment in a convertible currency and that the appropriate exchange rate should be that prevailing on the date he paid himself. These arguments are without merit. [66] First, the Appellant’s reliance on his nationality to justify foreign currency payments is misguided. The liquidation was conducted in Seychelles, under Seychelles law, in respect of a company incorporated in Seychelles. There is no legal or practical basis for insisting on payment in foreign currency. The Appellant could have been remunerated in Seychelles Rupees (SCR), and thereafter converted the funds into a currency of his choice if necessary. [67] Second, the Appellant’s argument that the exchange rate applicable should be that on the date of payment is untenable. The payments in question were made without the prior sanction of the Court, in clear contravention of the Companies Ordinance, 1972 and Regulations of 1975. It is trite that payment can only be made after the Court’s approval. Having acted in breach of this requirement, the Appellant cannot be heard to state that the appropriate exchange rate to be used was on the day he paid himself the fees, in reference to a favourable exchange rate prevailing at the time of the unauthorised transactions. [68] The applicable exchange rate is that prevailing on the date the Court approves the fees, as it is only at that point that the fees, if sanctioned, become properly due and payable. If the payment would have been made after court approval, the applicable exchange rate would ordinarily be that prevailing on the date of payment. To hold otherwise would legitimise premature and unauthorised payments, thereby undermining the principle of fairness to the creditors. GROUND 3 Whether the Learned Chief Justice erred in fact when he failed to consider that the Appellant had agreed to waive a portion of his fees on the interest accrued from the investment of the sale of the proceeds of the disposal of the main asset of the company in liquidation, namely, the land comprised in T147, and that if there was an overpayment of his fees, this ought to be offset against the sum which he had agreed to waive. [69] The Appellant argues that if there was an overpayment of his fees, it ought to be offset against a portion of fees he allegedly agreed to waive in respect of interest accrued on the investment of the proceeds of sale of parcel T147. However, this contention is fundamentally flawed both in fact and in law. [70] First, there is no evidence on record demonstrating a clear, unequivocal, and enforceable waiver by the Appellant. In the context of liquidation proceedings where disbursement of fees is strictly subject to court sanction, such a waiver must be express, unambiguous, and properly brought before the Court for approval. Mere assertions advanced in submissions or vague references to a purported intention to forgo a portion of fees does not constitute a binding waiver. [71] Second, the doctrine of waiver cannot be invoked by the party who allegedly made the waiver. Waiver, by its very nature, is a shield available to the party in whose favour the right was waived, not a sword to be used by the party who waived it to derive a benefit. As clarified in Halsbury’s Laws of England, 4th Edition, Volume 16, waiver is “the abandonment of a right in such a way that the other party is entitled to plead the abandonment.” “Waiver is the abandonment of a right in such a way that the other party is entitled to plead the abandonment by way of confession and avoidance if the right is thereafter asserted, and is either express or implied from conduct. It may sometimes resemble a form of election, and sometimes be based on ordinary principles of estoppel, although, unlike estoppel, waiver must always be an intentional act with knowledge. A person who is entitled to rely on a stipulation existing for his benefit alone, in a contract or of a statutory provision, may waive it, and allow the contract or transaction to proceed as though the stipulation or provision did not exist. Waiver of this kind depends upon consent, and the fact that the other party has acted on it is sufficient consideration. Where the waiver is not express it may be implied from conduct which is inconsistent with the continuance of the right...” [72] The principle was echoed in Banning v Wright [1972] 2 All ER 987 at 998, where the House of Lords affirmed that waiver operates where the other party is entitled to rely on it by way of confession and avoidance. "The primary meaning of the word waiver in legal parlance is the abandonment of a right in such a way that the other party is entitled to plead the abandonment by way of confession and avoidance if the right is thereafter asserted. A person who is entitled to a stipulation in a contract or of a statutory provision may waive it, and allow the contract or transaction to proceed as though the stipulation or provision did not exist. Waivers are not always in writing. Sometimes a person's actions can be interpreted as a waiver - waiver by conduct". [73] On this basis, it is not open to the Appellant to assert his own waiver as a set-off to reduce or justify the overpayment of liquidation fees, especially where the original payment lacked prior court sanction. A fiduciary cannot retroactively validate irregular disbursements by invoking an unverified intention to waive some other entitlement. [74] Allowing a liquidator to retrospectively justify unauthorised payments on the basis of a self- asserted and unquantified waiver would undermine the principles of transparency and accountability that underpin liquidation. It would also set a dangerous precedent, allowing fiduciaries to bypass statutory safeguards and judicial scrutiny through unilateral declarations. [75] In the circumstances, the Learned Chief Justice cannot be faulted for failing to consider the Appellant’s claim of waiver. There was no evidence on record to support such a waiver, and no legal basis upon which it could operate to offset a payment that was itself unauthorised. The purported waiver cannot cure the irregularity of the overpayment, and cannot be used to shield the Appellant from refunding sums to which he was not lawfully entitled. CONCLUSION AND ORDERS OF THE COURT [76] Having carefully considered the grounds of appeal, the submissions of counsel, and the record of proceedings, I find that the appeal is devoid of merit. [77] Thus the Court makes the following Orders: (i) On Grounds 1, 4 and 5, I find that the Learned Chief Justice correctly held that the Appellant paid himself liquidator and legal fees without the prior sanction of the Court, in breach of the Companies Ordinance and the applicable winding-up regulations. The Appellant further applied an incorrect formula and exchange rate to his own advantage, resulting in overpayments of SCR 5,979,500 in liquidator fees and SCR 180,000 in legal fees. The trial judge was therefore entitled to order the refund of these sums, and no basis has been shown to disturb that conclusion. ROBINSON JA ______________________________________________________________________________ Neutral Citation: Ailee Development Corporation (In Liquidation) And In The Matter of Gerald Lincoln v EODC Operations Limited (SCA 01/2025) [2025] (Arising in MA 72/2020 out of XP 27/2008) (18 August 2025) Fernando President, Robinson, Andre, JJA Companies Act – Winding up on order of Court — Application for release of Liquidator — Overpayments of fees 4 August 2025 18 August 2022 Before: Summary: Heard: Delivered: 1. The appeal partly succeeds. ORDER 2. With costs. ______________________________________________________________________________ ______________________________________________________________________________ JUDGMENT ROBINSON JA 1. This is an appeal against an interlocutory ruling delivered by the learned Chief Justice on the 23 October 2024 in XP No. 27 of 2008, the "Interlocutory Ruling". 2. The focus of the interlocutory proceedings before the learned Chief Justice was solely on the recommendations made by Mr. Bernard Pool, the Official Receiver, in his report, issued on the 22 October 2020, titled "Re: Ailee Development Corporation Ltd (In Liquidation) CS27/2008", which included one annex labelled "Annex A", exhibit A1, concerning the fees of the liquidator, Mr. Gerard Lincoln, the Chief Executive Officer of Ernest and Young - Mauritius, and legal fees. 3. The report issued on the 22 October 2020, titled "Re: Ailee Development Corporation Ltd (In Liquidation) CS27/2008", with one annex labelled: "Annex A", exhibit A1, is hereinafter referred to as the "Report of the Official Receiver". The Report of the Official Receiver was the only exhibit presented in the interlocutory proceedings by Mr. Pool. 4. Mr. Pool recommended in the Report of the Official Receiver that there was an overpayment of Mr. Lincoln's fees amounting to Seychelles Rupees (SR) 5,979,500 and an overpayment of legal fees totalling SR180,000. 5. In the Interlocutory Ruling, the learned Chief Justice upheld the recommendations made by Mr. Pool in the Report of the Official Receiver, that there were overpayments concerning the fees of Mr. Lincoln and the legal fees, in the following terms — "[50] I agree with the Receiver that the liquidator should have been paid in Seychelles Rupees in the 1st place given that this was a liquidation carried out in Seychelles with respect to a locally registered company. The fact that the Liquidator is a non Seychellois is irrelevant as he could have converted his fees in that regards. Moreover, this payment should have awaited the sanction of the court before it could have been paid. The Liquidator having used a presanctioned foreign exchange rate incurred an unreasonable advantage to the detriment of the Company beneficiaries. He drew and paid to himself 1.7 million dollars in 2008 without sanction of the Court at a time when the exchange rate was eight rupees for a dollar. By the time the Court would have approved the fee at the time the liquidation was complete, the exchange rate would have been twelve rupees for a dollar. The difference between the rate of exchange should be remitted. The Liquidator's contention that he needed to pay himself at the time of his choosing, and therefore benefitted from it, is untenable, given the provisions of Regulation 165 sub regulation 1 and 3 of the Companies Wounding Up Regulations 1975. Moreover, he had not sought approval of this payment, any disclosure of this sum in any application made before the court was clearly not for the purpose of the seeking of sanction. He clearly erroneously assumed that he was acting under the provisions of the law that pertains to a person acting in the dual capacity of Liquidator and Official Receiver, which he was not. This is the only reasonable and balanced approach that can be effected here. The Liquidator therefore has to pay the amount of Rs 5,979,500 with the Registry of the Supreme Court. [51] With regards to the Legal Fees I also agree with the Official Receiver's position that the Liquidator had wrongly averred the total amount of the legal fees in his affidavit of the 24th of June 2011, where he stated that it was RS 300,000. As a result when the fees were sanctioned by the court on the 27th of June 2011 only that sum in Seychelles Rupees was given court approval. And not the computed total legal fees which comes to an over payment of Rs 180,000. As I have ruled previously the liquidator is to pay the amount of Rs 180,000 with the Registry of the Supreme Court, which sum is to be used for the payment of any extra costs or distribution to the secured creditors in their agreed distribution ratio." 6. In light of his reasoning and conclusions set out at paragraph [5] of this judgment, the learned Chief Justice ruled that — (a) Mr. Lincoln has to pay the amount of SR5,979,500 at the Registry of the Supreme Court; and (b) Mr. Lincoln is required to pay SR180,000 due to an overpayment for legal fees at the Registry of the Supreme Court. 7. The Appellant appealed against the Interlocutory Ruling on the following grounds of appeal — 1. 2. 3. 4. The Learned Chief Justice erred in fact and in law when he ordered the Appellant to pay the amount of SCR 5,979,500 to the Registry of the Supreme Court as an overpayment of Liquidator and legal fees, failing to consider that the formula used by the Liquidator to pay his fees, which the Official Receiver has found to be reasonable, had specific stages for payment. The Learned Chief Justice erred in fact and in law when he determined that the Appellant being non-Seychellois was irrelevant and that he could have converted his fees, failing to consider that the Appellant could only pay himself in a convertible currency available at the time and the appropriate exchange rate to be used was that on the day that the Appellant paid himself those fees. The Learned Chief Justice erred in fact when he failed to consider that the Appellant had agreed to waive a portion of his fees on the interest accrued from the investment of the sale of the proceeds of the disposal of the main asset of the company in liquidation, namely the land comprised in T147, and that if there was an overpayment of his fees, this ought to be offset against the sum which he had agreed to waive. The Learned Chief Justice erred in fact and in law when he ordered the Appellant to pay the amount of SR 180,000 to the Registry of the Supreme Court as an overpayment of legal fees, failing to consider that this sum had already been sanctioned by the court in previous rulings and that the appropriate exchange rate was that of the date that he made those payments. 5. The Learned Chief Justice erred in fact and in law when he failed to consider that the Appellant's liquidator fees and legal fees had already been sanctioned by the court and approved by the creditors of the company in liquidation and that the only outstanding issue related thereof, was in relation to taxation by the Registrar of the Supreme Court. 8. By way of reliefs, the Appellant prayed the Court of Appeal to allow the appeal, set aside the decision of the Supreme Court and make an order that the fees for Mr. Lincoln and the legal fees were reasonable and should be fully sanctioned, and with an order for costs. Analysis of the contentions of the Appellant and the Respondent 9. I will address the grounds of appeal together as they all concerned the issue of the overpayments of legal fees and Mr. Lincoln's fees. I have reviewed the record, the skeleton heads of argument submitted on behalf of the Appellant and Respondent, and the submissions presented by their respective Counsel at the hearing of the appeal. 10. I will first address the claim that there were overpayments of Mr. Lincoln's fees 11. Counsel for the Appellant argued essentially that the issue of the exchange rate to be applied is irrelevant. According to him, the primary question for Mr Pool, as assigned by Twomey CJ (as she was then), was to assess whether the fees were reasonable and, among other factors, whether they could be approved. He argued that Mr. Pool recommended that the fees were reasonable and in compliance with The Companies (Winding Up) (Fees and Costs) Regulations, 1975. 12. Counsel for the Appellant also argued that during both instances when the fees of Mr. Lincoln were paid, he used the exchange rate that was applicable at that time, which he contended was the correct rate. He stated that the correct exchange rate was approximately SR8 to US$1. 13. Counsel for the Respondent agreed with the finding of the learned Chief Justice that there were overpayments of Mr. Lincoln fees. He presented several submissions in his skeleton heads of argument to support his argument. His main argument was that Mr. Lincoln paid his fees in contravention of section 220 (2) of the Companies Act 1972. 14. Mr. Pool was mandated to report on fees and costs, and where relevant the taxation thereof, made both before and after July 2011, based on the following two judgments of Twomey CJ (as she then was) — (i) In the matter of Ailee Development Corporation (In Liquidation) And In the Matter of the Companies Ordinance 1972 And in the Matter of an Application to release the Liquidator and Wind Up the Company in XP No. 27 of 2008 [2019] SCSC 908, dated 16 October 2019, hereinafter referred to as the "Twomey CJ Judgment of 16 October 2019" (ii) EODC v Gerard Lincoln (the Liquidator) (MA 72/2020) (Arising in CS 27/2008) [2020] SCSC 669 (18 September 2020), hereinafter referred to as "Twomey CJ Judgment of 18 September 2020". 15. The Twomey CJ Judgment of 16 October 2019 asked Mr. Lincoln to specifically address and give an account to Mr. Pool inter alia on the following issues — "[242] The Official Receiver's report has unequivocally stated that the Liquidator may not be released, until he has addressed the queries raised in the report and the clarification letter. The Court will not overstep the Official Receiver, because it is a statutory requirement that he recommends the release of the Liquidator. The documentary evidence adduced in these proceedings together with the oral evidence lead me to the conclusion that the Liquidator has not satisfactorily accounted for all matters relating to the winding up. He needs to specifically address and give account to the Official Receiver on the following issues: 3. 6. Details of Liquidator's fees paid after July 2011 which bill needs to be taxed according to Regulation 2, Head 1 of the Companies (Winding Up) (Fees and Costs) Regulations 1975, and/or approved by the Court Details of Legal and Professional expenses after July 2011 which need to be taxed or approved by the Court." [Emphasis is mine] 16. Twomey CJ (as she was then) in the Twomey CJ Judgment of 16 October 2019 ordered as follows — "[245]… (a) (b) (c) (d) (e) (f) The Liquidator's application to be released and for Ailee Development Corporation Limited to be wound up is refused. The Liquidator is to furnish particulars of the outstanding matters relating to the winding up of Ailee Development Corporation Ltd (in liquidation) to the satisfaction of the Official Receiver. That after taxation and/or confirmation of payable fees any excess thereof shall be paid into this court and distributed to the creditors. That the bond of SR 1 million in respect of the present winding-up by the Liquidator be forfeited and surrendered to the Court from which the fees of the Official Receiver shall be paid pursuant to the regulations. EODC's costs in these proceedings are allowed and to be defrayed from the Liquidator's fees. A copy of this decision is to be served on the President of Seychelles with the recommendation of the Court that a Commission of Enquiry be set up to inquire into the matters as outlined in this decision". 17. I turn to the Twomey CJ Judgment of 18 September 2020. According to the same judgment, Mr. Pool requested clarification from the Court with respect to paragraph [292] of the Twomey CJ Judgment of 16 October 2019. I repeat these paragraphs of the Twomey CJ Judgment of 18 September 2020, which I consider to be relevant to the case — "The Official Receiver's request for clarification of taxation of fees [16] The Official Receiver by letter dated 31 August 2020 wrote to the court asking for a ruling on the issues relating to the taxing of the Liquidator's fees and professional charges incurred. In particular, he has queried the Liquidator's view that no liquidator's fees and expenses were paid after July 2011 and that no taxing of the fees or excess fee arises. [17] The Liquidator has submitted that the court's order on this issue is clear in that paragraph 242 of the October 2019 judgment makes it clear that the Liquidator's fees, expenses and legal fees made after July 2011 are subject to taxation. He submits that the only payments made after July 2011 were legal fees. The Court's judgment makes it clear that these are subject either to taxation or authorisation by the court as the lawyers were sanctioned by the court (Egonda-Ntende, CJ) and that in the circumstances, the Court is invited to approve the fees upon finding them reasonable. [18] I propose to deal with the issues raised in no particular order. The Official Receiver's query about the taxation of the Liquidator's fees. [19] The Official Receiver has referred the Court to parts of its October 2019 judgment in seeking amplification about the taxation of fees. [20] With reference to paragraphs 192, 201, 202, 203, 204, 206, and 242 of the judgment it would appear that the Official Receiver or the Liquidator has read these paragraphs in a way that suggests that they all relate to para 242 only to the extent that payments were made after July 2011. This may be because paragraph 242 has asked for a report in respect of payments made after 2011. [21] The court made several findings in paragraphs 192, 201, 202, 203, 204, and 206, relating to fees and costs made before and after July 2011, which have to be read with paragraph 242. [22] In paragraph 192, the Court made a finding that the Liquidator's fees were not based on the correct method and should have been correctly be calculated and taxed. In this regard, it must be noted that the Liquidator employed Regulation 2 Head IV (ii) and (iii) of the Companies Ordinance, 1972, which sets out the method applicable to the Official Receiver. These fees were made in two stages - the first on the sale of the asset in 2008 and the second on the distribution of the proceeds in July 2011. In this respect the finding in paragraph 192 related to the fees made between 2008 and July 2011. [23] Paragraph 201 relates to the legal expenses paid to Messrs. Francis Chang Sam and De Commarmond & Koenig between 2008 and 2012 amounting to SCR 637, 725. It was common cause that the amount was not taxed. The court, in paragraph 204, rejected the Liquidator's objection that this claim had prescribed. [24] In paragraph 205, the court found that the June 2011 judgment of Chief Justice Egonda-Ntende (corrected in July 2011) confirmed the payment of legal fees "in Seychelles and Mauritius" for a total of SR 300,000. Thus, the question whether that amount ought to be taxed fell outside the court's remit and the court made a finding that payments after this date either had to be taxed or authorised by the court. In this respect it found at paragraph 206 that: "the payments totalling SR 493, 000 were not in order. They ought to be taxed or authorised by this Court." [25] Thus, paragraphs 201 to 206 relate to the taxation of legal fees that had not been authorised by the court. [26] In paragraph 242, the court has asked for: 1. Details of Liquidator's fees paid after July 2011 which bill needs to be taxed according to Regulation 2, Head I of the Companies (Winding Up) (Fees and Costs) Regulations1975, and/ or approved by the Court. 2. Details of Liquidator's Running Expenses paid after July 2011 need to be taxed or approved by the Court. 3. Details of Legal and Professional expenses after July 2011 which need to be taxed or approved by the Court. [27] Read with paras 192, 201, 202, 203, 204, and 206, it is patent that what is asked from the Liquidator is to report back on fees and costs and where relevant the taxation thereof, made before and after July 2011. However, given the judgment of Egonda-Ntende CJ made in June 2011 (corrected in July 2011) authorising the distribution of the available funds in the hands of the Liquidator in final settlement of the priority payments and the claims of the secured creditors, this court cannot sit on appeal of this finding. [28] In the schedule to which the June 2011 order relates, legal fees and liquidator's fees were SCR 300 000 and SCR 7 210 250 respectively. Those amounts, being confirmed by court order, would not in the circumstances be able to be revalued. [29] The only matters outstanding are the liquidator fees, legal fees and costs which had not been taxed and/or sanctioned by my predecessor. In this regard the Official Receiver is directed to exercise his powers to tax the same and/or ask the court to authorise their payment if he deems it reasonable. " [Emphasis is mine] 18. As mentioned above, the Twomey CJ Judgment of 18 September 2020 clarified that Mr. Pool is required to report back on fees and costs, including their taxation, incurred both before and after July 2011. In light of the same judgment, the "Preamble" of the Official Report of the Receiver stated — "[i]n accordance with the judgment of the Chief Justice dated 16 September 2020 (para 29), I was directed as follows: "The only matters outstanding are the Liquidator's fees, legal fees and costs which had not been taxed and/or sanctioned by my predecessor. In this regard the Official Receiver is directed to exercise his powers to tax the same and/or ask the Court to authorise their payment if he deems it reasonable." 19. Mr. Pool made the following recommendations in the Official Report of the Receiver at 2. C. vi. a), b) and c) after finding an overpayment of SR 5,979,500 in Mr. Lincoln's fees — "…a) That the quantum of the fees calculated by the Liquidator in the sum of R 21,267,042/- is reasonable and that the Court should sanction the additional fee not previously sanctioned by the Court i.e. R 14.420.500/- (section 220 (2) of the Companies Act 1972) b) The level of fee is calculated on the proceeds of sale which was stated in SR and claimed in SR. Bearing in mind that payment of the fee had not been approved by the Court at the time of payment I am of the view that the rate of exchange to be used in converting the payment of US$ 1,700,000/- fee should therefore be US$ 1/- = SR12/00 the rate used by the liquidator on the completion of winding up. c) That the overpayment of the fee arising as a result of the incorrect rate of exchange used ( R 5,979,500) be refunded to the Court and used to defray any further costs with the remainder to be paid to the secured creditors in their agreed ratio." 20. Section 220 (2) of the Companies Act 1972, stipulates — "(2) Where a person other than the Offcal Receiver is appointed liquidator, he shall receive such salary or remuneration, by way of percentage or otherwise, as the court may direct, and, if more such persons than one are appointed liquidators, their remuneration shall be distributed among them in such proportions as the court directs." 21. Based on the materials provided, I analyse the arguments made on behalf of the Appellant and Respondent. 22. If I were to accept the argument presented by Counsel for the Appellant that the exchange rate issue is irrelevant, I would have to conclude that the learned Chief Justice was wrong to order Mr. Lincoln to pay the amount of RS5,979,500 at the Registry of the Supreme Court. 23. After giving considerable thought to the issue at hand, I have determined that the decision of the learned Chief Justice, based on what constitutes a fair outcome in this case, cannot be faulted. The learned Chief Justice stated: "[t]his is the only reasonable and balanced approach that can be effected here, as stated at paragraph 50 of the Interlocutory Ruling. The evidence presented indicated that the Court did not direct Mr. Lincoln's fees in accordance with section 220(2) of the Companies Act 1972. 24. Next, it is important to note that Mr. Pool was mandated to report on the liquidators' fees both before and after July 2011, as per the clarification made by Twomey CJ (as she was then) in the Twomey CJ Judgment of 18 September 2020. Counsel for the Appellant cannot claim that the primary question for Mr. Pool was only to assess whether the fees were reasonable. Hence, I do not accept the arguments put forth by Counsel for the Appellant. 25. Hence, I uphold the conclusion of the learned Chief Justice that "the difference between the rate of exchange should be remitted." I also uphold the conclusion of the learned Chief Justice that Mr. Lincoln has to pay the amount of SR5,979,500 at the Registry of the Supreme Court. 26. Secondly, I will address the issue of whether there were overpayments of legal fees. According to the evidence on record, the legal fees paid to the lawyers had not been approved by the Chief Justice then, at the time those fees were disbursed, under the Companies Act. Nonetheless, after giving considerable thought to this matter, I have decided to follow the fair approach taken by the learned Chief Justice. Therefore, I quash the order of the laerned Chief Justice requiring Mr. Lincoln to return the sum of SR180,000 in legal fees. The legal fees were paid as — (a) US$ 20,000 was paid to De Commarmond & Koenig on the 26 November 2008; (b) US$ 20,000 was paid to Francis Chang-Sam on the 26 November 2008; (c) (d) (e) US$ 250,000 was paid to Francis Chang-Sam on the 30 June 2011; SR 725 was paid to De Commarmond & Koenig on the 10 April 2012; and SR 65,000 was paid to Francis Chang-Sam on the 23 July 2012. 30