AFFERT RESOURCES PTE. LTD. (IN COURT COMPULSORY WINDING UP) v INDUSTRIES CHIMIQUES DU SENEGAL & Anor

[2025] SGCA 19 Court of Appeal 30 April 2025 • CA/CA 27/2024 • 63 min read
14 cases cited (12 SG, 2 foreign)

Catchwords

Insolvency Law — Avoidance of transactions — Transactions at an underval-ue

Practice Areas

Insolvency Law

Judges (3)

Andrew Phang Boon Leong Coram Belinda Ang Saw Ean Coram Kannan Ramesh Delivered

Counsel (10)

Bih Lee & Lee LLP Firm Colin Seow Chambers LLC Firm Drew & Napier LLC Firm Bull Cavinder Counsel Respondent Darrell Low Kim Boon Counsel Appellant Fu Journe Hahn Counsel Respondent Huang Qianwei Counsel Appellant Kong Man Er Counsel Respondent Ling Ying Ming Daniel Counsel Respondent Seow Fu Hong Colin Counsel Appellant

Parties (3)

Affert Resources Pte Ltd (in court compulsory winding up) Appellant Indorama Holdings BV Respondent Industries Chimiques du Senegal Respondent

Case Significance

[2025] SGCA 19 is a Court of Appeal decision dated 30 April 2025 concerning Insolvency Law, specifically addressing avoidance of transactions. The judgment was delivered by Kannan Ramesh, with Andrew Phang Boon Leong and Belinda Ang Saw Ean on the coram. The case was brought by Affert Resources Pte Ltd (in court compulsory winding up) (appellant) against Indorama Holdings BV and others (respondent). Legal representation was provided by Bih Lee & Lee LLP and Drew & Napier LLC. The judgment cites 14 cases (12 Singapore, 2 foreign) and references 5 statutory provisions, including the Bankruptcy Act, the Companies Act, and the Insolvency Act.

Summary

Affert Resources (in compulsory winding up) sought to claw back assets from Industries Chimiques du Senegal and Indorama Holdings, alleging a transaction at an undervalue under the insolvency avoidance provisions. The central issue was the identification and valuation of the relevant transaction — an acquisition agreement where Affert acquired ICS shares in exchange for settling a US$22 million debt owed by ICS to Affert. The Court of Appeal dismissed the appeal, departing from the judge's finding of undervalue and holding that the transaction was not at an undervalue when properly analysed.

What was decided in [2025] SGCA 19?

[2025] SGCA 19 (AFFERT RESOURCES PTE. LTD. (IN COURT COMPULSORY WINDING UP) v INDUSTRIES CHIMIQUES DU SENEGAL & Anor) is a Court of Appeal decision from 30 April 2025 addressing Insolvency Law, specifically avoidance of transactions. The judgment was delivered by Kannan Ramesh.

Who were the parties in AFFERT RESOURCES PTE. LTD. (IN COURT COMPULSORY WINDING UP) v INDUSTRIES CHIMIQUES DU SENEGAL & Anor?

The appellant in [2025] SGCA 19 was Affert Resources Pte Ltd (in court compulsory winding up), and the respondent was Indorama Holdings BV, Industries Chimiques du Senegal. Legal representation included Bih Lee & Lee LLP and Colin Seow Chambers LLC. The case was decided on 30 April 2025 in the Court of Appeal.

Which judge decided [2025] SGCA 19?

[2025] SGCA 19 was delivered by Kannan Ramesh in the Court of Appeal on 30 April 2025. Andrew Phang Boon Leong and Belinda Ang Saw Ean also sat on the coram. The case concerned Insolvency Law.

What cases and statutes does [2025] SGCA 19 cite?

[2025] SGCA 19 cites 14 prior decisions, including 2 from foreign jurisdictions. It references Bankruptcy Act, Companies Act, Insolvency Act.

Statutes Cited

Bankruptcy Act (Cap 20)
s 100(4) s 102(1) s 102(2) s 102(3)(a) s 2(1) s 98 s 98(1) s 98(2) s 98(3) s 98(3)(a) s 98(3)(c) s 99(2)
Companies Act (Cap 50)
s 329 s 329(1)
Insolvency Act
s 238(3) s 423 s 436(1)
Insolvency, Restructuring and Dissolution Act
Restructuring and Dissolution Act

Cases Cited (14)

SG (2)
[2022] SGHC 192 [2024] SGHC 57
SLR (10)
[2003] 1 SLR(R) 157 [2003] 4 SLR(R) 667 [2005] 1 SLR(R) 154 [2014] 1 SLR 174 [2016] 3 SLR 621 [2021] 1 SLR 342 [2021] 2 SLR 478 [2022] 2 SLR 158 [2024] 2 SLR 790 [2025] 1 SLR 141
UK (2)
[2001] 1 WLR 143 [2025] 2 WLR 320

Judgment

Read the full judgment on the official Singapore Courts portal.

Read on eLitigation

Source: eLitigation ([2025] SGCA 19)