Lai Chung Wing v Nusantara Energy: Winding Up Order for Suspended Business

In the case of Lai Chung Wing v Nusantara Energy International Pte Ltd, the General Division of the High Court of Singapore granted a winding-up order against Nusantara Energy International Pte Ltd on November 6, 2024, based on the application of Lai Chung Wing. The court found that the company had suspended its business for a whole year, satisfying the conditions under Section 125(1)(c) of the Insolvency, Restructuring and Dissolution Act 2018. The claimant sought the order under ss 125(1)(c) and 125(1)(e) of the IRDA.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Winding-up order granted against the Company.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Winding-up order granted against Nusantara Energy International Pte Ltd for suspending business for a year under IRDA s 125(1)(c).

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Official ReceiverNon-partyGovernment AgencyNeutralNeutral
Goh Yin Dee of Insolvency & Public Trustee’s Office
Kwang Jia Min of Insolvency & Public Trustee’s Office
Lai Chung WingClaimantIndividualWinding-up order grantedWon
Nusantara Energy International Pte. Ltd.DefendantCorporationWinding-up order grantedLost

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Goh Yin DeeInsolvency & Public Trustee’s Office
Kwang Jia MinInsolvency & Public Trustee’s Office
Trent Ng Yong EnFortress Law Corporation
Stacey Teng Shu-ShanFortress Law Corporation

4. Facts

  1. Claimant is a minority shareholder and sole director of the Company.
  2. Company's principal activities are management consultancy services.
  3. Company has not conducted commercial activity since January 5, 2023.
  4. Company's bank accounts were closed on February 21, 2022.
  5. Company has not filed Annual Returns or held Annual General Meeting since 2021.
  6. Majority shareholder has been unresponsive.
  7. APacTrust demanded payment of $42,785.00 for professional services.

5. Formal Citations

  1. Lai Chung Wing v Nusantara Energy International Pte Ltd, Companies Winding Up No 221 of 2024, [2024] SGHC 288

6. Timeline

DateEvent
Company incorporated in Singapore
Claimant appointed as director
Last Annual Return filed
Company's bank accounts with DBS Bank closed
Mr. Pe resigned as director
Letter of demand from Bih Li & Lee LLP
Claimant issued resignation letter
Permission to commence winding-up application obtained
Winding-up application filed
APacTrust wrote to claimant's solicitors demanding payment
Initial hearing
Written submissions dated
Winding-up order granted
Reasons for decision provided

7. Legal Issues

  1. Suspension of Business
    • Outcome: The court found that the company had suspended its business for a whole year, satisfying the conditions under Section 125(1)(c) of the Insolvency, Restructuring and Dissolution Act 2018.
    • Category: Substantive
    • Related Cases:
      • [2024] 4 SLR 1736
  2. Inability to Pay Debts
    • Outcome: The court found that it was likely that the Company is unable to pay its debt to APacTrust.
    • Category: Substantive
    • Related Cases:
      • [2021] 2 SLR 478

8. Remedies Sought

  1. Winding-up order

9. Cause of Actions

  • Winding-up application

10. Practice Areas

  • Insolvency
  • Corporate Law

11. Industries

  • Consultancy

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Grimmett, Andrew and others v HTL International Holdings Pte Ltd (under judicial management) (Phua Yong Tat and others, non-parties)General Division of the High CourtYes[2022] 5 SLR 991SingaporeCited regarding striking off the register as a defunct company.
Zhejiang Crystal-Optech Co Ltd v Crystal-Moveon Technologies Pte Ltd (Moveon Technologies Pte Ltd and another, non-parties)General Division of the High CourtYes[2024] 4 SLR 1736SingaporeCited for the three-step analysis to apply s 125(1)(c) of the IRDA.
Lau Yu Man v Wellmix Organics (International) Pte LtdHigh CourtYes[2007] SGHC 96SingaporeCited regarding a winding-up petition under the predecessor provision in s 254(1)(c) of the Companies Act.
In re German Date Coffee CompanyEnglish Court of AppealYes(1882) 20 Ch D 169England and WalesCited regarding a winding-up petition presented against a company incorporated to work a German patent which was never granted.
Lau Yu Man v Wellmix Organics (International) Pte LtdHigh CourtYes[2007] SGHC 223SingaporeCited regarding the grant of the winding-up order in Wellmix Organics.
Lai Shit Har and another v Lau Yu ManCourt of AppealYes[2008] 4 SLR(R) 348SingaporeCited regarding the winding-up petition had been brought to smother the company’s cause of action and was therefore an abuse of process.
Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd (formerly known as Tong Teik Pte Ltd)Court of AppealYes[2021] 2 SLR 478SingaporeEstablished the principles for the cash flow insolvency test.
Re Bu Shen Xi (S) Pte Ltd (Official Receiver, non-party)General Division of the High CourtYes[2024] SGHC 247SingaporeCited regarding the court adopting a commercial, rather than a technical, view of insolvency.

13. Applicable Rules

Rule Name
Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
Companies Act 1967Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding-up order
  • Suspension of business
  • Insolvency
  • Statutory demand
  • Annual Return
  • Annual General Meeting
  • Management consultancy services

15.2 Keywords

  • winding up
  • insolvency
  • suspension of business
  • IRDA
  • Nusantara Energy International

17. Areas of Law

Area NameRelevance Score
Insolvency Law95
Winding Up95
Restructuring and Dissolution80
Corporate Law60

16. Subjects

  • Insolvency
  • Corporate Law
  • Winding Up