Re Fusionex Pte Ltd: Winding Up Application Under Insolvency, Restructuring and Dissolution Act
The High Court of Singapore heard an application by Fusionex Pte Ltd for a winding-up order under s 125(1)(a) of the Insolvency, Restructuring and Dissolution Act. The court, noting the lack of local precedent, considered Australian authorities and allowed the application, finding that the company had validly passed a special resolution for winding up and that there were no unconscionable or inequitable circumstances. Resorts World at Sentosa Pte Ltd attended the hearing as a non-party but took no position. The court ordered the company to be wound up.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Company ordered to be wound up by the court under s 125(1)(a) of the Insolvency, Restructuring and Dissolution Act.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Winding up application for Fusionex Pte Ltd under s 125(1)(a) of the IRDA allowed. The court considered the principles governing its discretion, taking guidance from foreign authorities.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Fusionex Pte Ltd | Claimant | Corporation | Winding up order granted | Won | |
| Resorts World at Sentosa Pte Ltd | Other | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Wong Li Kok, Alex | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Fusionex Pte Ltd was a Singapore-incorporated company in the business of information technology consultancy.
- The company was wholly owned by Fusionex Corp. Sdn. Bhd., a Malaysian-incorporated company.
- The management team of the Holding Company abruptly resigned between 4 December 2023 and 6 December 2023.
- The management refused to effect a proper handover, removing financial records and refusing access to IT servers.
- The company relied almost entirely on the Holding Company and other members of the Fusionex Group on finances, accounting and IT matters.
- The Sole Shareholder passed a special resolution for the Company to be wound up by this court on 20 December 2023.
- The company was unable to pursue a members’ voluntary winding up because there was insufficient information to make a declaration of solvency.
5. Formal Citations
- Re Fusionex Pte Ltd (Resorts World at Sentosa Pte Ltd, non-party), Companies Winding Up No 265 of 2023, [2024] SGHC 51
6. Timeline
| Date | Event |
|---|---|
| Management of Fusionex Group abruptly resigned | |
| Hiroyuki Kumazaki appointed as CEO of Fusionex Group | |
| Written resolution passed appointing Hiroyuki Kumazaki as CEO | |
| Sole Shareholder passed a special resolution for the Company to be wound up | |
| Winding-up application advertised | |
| Hearing | |
| Hearing | |
| Hearing | |
| Judgment issued |
7. Legal Issues
- Grounds for winding up
- Outcome: The court held that the company could be wound up under s 125(1)(a) of the IRDA, exercising its discretion in favor of winding up given the valid special resolution and absence of bad faith or prejudice to creditors.
- Category: Substantive
- Related Cases:
- [2006] NSWSC 1371
8. Remedies Sought
- Winding-up order
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency
- Corporate Restructuring
- Liquidation
11. Industries
- Information Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chong Kok Ming and another v Richinn Technology Pte Ltd and others | High Court | Yes | [2020] SGHC 224 | Singapore | Cited for the interpretation of s 254(1)(a) of the Companies Act, the predecessor provision of s 125(1)(a) of the IRDA, but distinguished on the facts. |
| Hillig as Administrator of Darkinjung Local Aboriginal Land Council v Darkinjung Pty Ltd | Supreme Court of New South Wales | Yes | [2006] NSWSC 1371 | Australia | Cited as the leading authority on s 461(1)(a) of the Australian Corporations Act, which is in pari materia with s 125(1)(a) of the IRDA. The principles laid down in this case were adopted by the court. |
| MFS Alternative Assets (in liquidation) v Angstrom Assets Pty Ltd | Supreme Court of New South Wales | Yes | [2012] NSWSC 447 | Australia | Cited as an example of a case following Hillig where a winding-up order was made because the formalities were satisfied and there were no inequitable circumstances. |
| Re Fernlake Pty Ltd | Supreme Court of Queensland | Yes | (1994) 13 ACSR 600 | Australia | Cited as an example of unconscionable circumstances where the court refused a winding-up order because the special resolution was passed in breach of trust. |
| Griffin Energy Group Pty Ltd v Griffin Windfarm Holdings Pty Ltd, Re Griffin Energy Group Pty Ltd (subject to Deed of Co Arrangement) | Federal Court of Australia | Yes | [2012] FCA 197 | Australia | Cited for the factor that lack of objection by affected parties favors the court making a winding-up order. |
| Kala Capital Pty Limited | Supreme Court of New South Wales | Yes | [2011] NSWSC 1253 | Australia | Cited for the factor that the lack of a functional board favors the court making a winding-up order. |
| CIC Insurance Ltd v Hannan & Co Pty Ltd | N/A | Yes | (2001) 38 ACSR 245 | Australia | Cited for the principle that the absence of all internal machinery militates against the possibility of convening a creditors’ meeting for voluntary winding up. |
13. Applicable Rules
| Rule Name |
|---|
| r 67(2)(a) of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 125(1)(a) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 124(1)(d) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 124(2)(b) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Special resolution
- Insolvency
- Insolvency, Restructuring and Dissolution Act
- Fusionex Group
- Sole Shareholder
- Contributory
- Creditors
- Management resignation
15.2 Keywords
- Winding up
- Insolvency
- Special resolution
- Fusionex
- Singapore
- IRDA
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 100 |
| Insolvency Law | 95 |
| Company Law | 60 |
| Commercial Disputes | 30 |
16. Subjects
- Insolvency
- Corporate Law