ZIPMEX PTE. LTD. v ZIPMEX ASIA PTE. LTD. & Anor

[2024] SGHC 298 High Court (General Division) 27 November 2024 • HC/OA 603/2024 ( HC/SUM 2021/2024,HC/SUM 2020/2024 ) |HC/OA 605/2024 • 39 min read

7 cases cited (3 SG, 4 foreign)

Catchwords

Insolvency Law — Winding up — Liquidator Insolvency Law — Winding up — Provisional liquidator

Practice Areas

Insolvency Law

Judges (1)

Aidan Xu @ Aedit Abdullah Delivered

Counsel (9)

Prolegis LLC Firm Withers KhattarWong LLP Firm Cheang Hui Xuan Counsel Applicant Daniel Chia Hsiung Wen Counsel Respondent Justin Yip Yung Keong Counsel Applicant Lam Zhen Yu Counsel Applicant Low Hui Xuan Carrisa Counsel Respondent Tang Yuan Jonathan Counsel Respondent Wong Sze Qi Counsel Applicant

Parties (3)

Zipmex Asia Pte Ltd Respondent Zipmex Pte Ltd Applicant Ellyn Tan Huixian Respondent

Case Significance

Zipmex Pte Ltd v Zipmex Asia Pte Ltd and another and another matter [2024] SGHC 298 is a reserved judgment of the General Division of the High Court by Aidan Xu @ Aedit Abdullah J, heard on 19 August 2024 and delivered on 27 November 2024, in Originating Applications Nos 603 of 2024 (under s 264(2) of the Insolvency, Restructuring and Dissolution Act 2018) and 605 of 2024 (under s 170(2) of that Act) and Summonses Nos 2020 and 2021 of 2024. The applicant, Zipmex Pte Ltd (ZPL), applied to set aside resolutions purportedly passed at a creditors' meeting and for leave to proceed.

The court allowed the application to proceed and set aside the resolutions on the basis of substantive irregularities, and stated that the court would appoint a liquidator. The first respondent, Zipmex Asia Pte Ltd (ZAPL), applied for a converse order that the creditors' meeting was not invalid and for sealing; the court allowed the sealing order but dismissed ZAPL's application for a declaration of validity. ZPL is a wholly owned subsidiary of ZAPL, and the sole director of both companies is Mr Marcus Lim. The catchwords concern winding up, liquidators and provisional liquidators. The judgment cited 7 authorities and referenced nine statutes. ZPL was represented by Withers KhattarWong LLP and the respondents by Prolegis LLC.

Summary

Zipmex Pte Ltd, a wound-up subsidiary acting through its liquidator, applied to set aside resolutions purportedly passed at a creditors' meeting of its parent Zipmex Asia Pte Ltd and for leave to proceed, while Zipmex Asia Pte Ltd sought a converse order declaring the meeting valid and a sealing order, raising issues concerning the appointment of a liquidator and a provisional liquidator. The General Division of the High Court allowed the application to proceed and set aside the resolutions on the basis of substantive irregularities, granted the sealing order but dismissed the declaration of validity. The court held that acts done in the liquidation before the date of the decision were valid while subsequent acts would be void, and determined that the appropriate course was for the court to appoint a liquidator under section 173 of the Insolvency, Restructuring and Dissolution Act 2018, with directions to follow on nominations and costs.

What did the court decide in Zipmex Pte Ltd v Zipmex Asia Pte Ltd [2024] SGHC 298?

In Zipmex Pte Ltd v Zipmex Asia Pte Ltd [2024] SGHC 298, Aidan Xu @ Aedit Abdullah J set aside resolutions passed at a creditors' meeting on the basis of substantive irregularities, allowed Zipmex Pte Ltd's application to proceed, and indicated the court would appoint a liquidator.

What happened to Zipmex Asia's counter-application in [2024] SGHC 298?

In Zipmex Pte Ltd v Zipmex Asia Pte Ltd [2024] SGHC 298, the first respondent Zipmex Asia Pte Ltd sought a converse order that the creditors' meeting was valid, plus a sealing order. Aidan Xu @ Aedit Abdullah J allowed the sealing order but dismissed the declaration of validity.