Compuage Infocom Limited & Anor

Facts

Re Compuage Infocom Ltd and another concerned Originating Application No 1272 of 2024 in the General Division of the High Court. The applicants were Compuage Infocom Limited, an Indian company in IT and mobility distribution, and Mr Gajesh Labhchand Jain, its resolution professional. The court issued grounds because the case was one of the first in which Singapore recognised and assisted Indian insolvency and restructuring proceedings.

The company had borrowed from another Indian company under a loan agreement of 2 August 2021, repaid only part, and defaulted on the rest. The lender started a Corporate Insolvency Resolution Process under s 7 of India's Insolvency and Bankruptcy Code 2016. The National Company Law Tribunal, Mumbai Bench, admitted it on 2 November 2023 and, by an order of 29 April 2024, appointed Mr Jain as resolution professional. The process was extended with creditor approval to 25 April 2025.

The company had a Singapore branch with two current accounts at HSBC Bank Singapore Limited and a Singapore subsidiary. The bank would only release statements and change the signatory to Mr Jain if the Indian orders were recognised. The applicants sought recognition under the UNCITRAL Model Law on Cross-Border Insolvency, as given effect by s 252 and the Third Schedule of the Insolvency, Restructuring and Dissolution Act 2018, plus relief vesting the Singapore assets in Mr Jain and allowing him to send them back to India. Singapore creditors were notified and none objected.

Issues

1. Whether the Indian Corporate Insolvency Resolution Process is a foreign proceeding under the Model Law
2. Whether the National Company Law Tribunal counts as a foreign court and Mr Jain as a foreign representative
3. Whether the company's centre of main interests was in India, so the process was a foreign main proceeding
4. Whether Mr Jain should be allowed to repatriate the Singapore assets to India without further leave

Holding

The court allowed the application in part. It recognised the Indian process as a foreign main proceeding under Art 17(2)(a), recognised Mr Jain as foreign representative, and granted the other reliefs sought, but refused the power to repatriate or return the company's Singapore assets or proceeds to India, ordering that this may be done only with the leave of court.

Reasoning

Applying the five requirements in Ascentra Holdings, Inc (in official liquidation) and others v SPGK Pte Ltd [2023] 2 SLR 421, the court found the process collective: it is publicly announced, all creditors are invited to claim, a committee of creditors must approve any resolution plan, operational creditors cannot receive less than in liquidation, and all the debtor's assets fall within it. The Indian code is an insolvency law, the tribunal's power to approve a resolution plan supplies the required control or supervision, and the process aims at reorganisation, with liquidation as a last resort.

The tribunal is quasi-judicial and was set up by ministerial notification, but the Model Law's definition of foreign court covers non-judicial authorities. What mattered was that it was adjudicative: it admits or rejects applications, imposes the moratorium, appoints the interim professional and approves or rejects resolution plans. The process was therefore a judicial or administrative proceeding. Mr Jain, appointed by the tribunal to administer the reorganisation, was a foreign representative, and the Art 15 documentary requirements were met.

The registered office was in India and nothing rebutted the presumption. Control and directors were in India, as were the main assets and business, and most creditors; only one Singapore creditor had filed a claim. The centre of main interests was India.

On repatriation, the court accepted that the applicants' steps served Singapore creditors, but held they must be put on notice and given a chance to object before assets leave, so a hearing would be convened if repatriation is sought. This fitted modified universalism and the concern for local creditors seen in s 250(3)(c)(i) of the Act. Recognition did not offend public policy under Art 6.

From the judgment