Bryan Lim Jun Da v Interior Times (Conquest) Pte. Ltd.

Facts

Mr Bryan Lim Jun Da applied in Companies Winding Up No 462 of 2025 to wind up Interior Times (Conquest) Pte. Ltd., an interior design company he had incorporated with his business partner Mr Koh Jia Jun in March 2021. Mr Lim held 60% of the shares and Mr Koh the other 40%, and the two were its only directors. The company operated until about mid-2025, by which time the personal relationship between the two men had broken down and Mr Koh had begun working on another interior design business. Two non-parties were represented: Mr Koh, and Mdm Ong Tee Hong, Mr Lim's mother, who was a significant creditor of the company under a default judgment.

Mr Lim relied on three grounds under the Insolvency, Restructuring and Dissolution Act 2018: that the company could not pay its debts (s 125(1)(e)); that Mr Koh had acted in his own interests or unfairly (s 125(1)(f)); and that winding up was just and equitable (s 125(1)(i)) because of deadlock and a breakdown of trust and confidence. Mr Lim appealed on 28 January 2026, and these brief written grounds followed.

Issues

1. Whether the company was unable to pay its debts
2. Whether Mr Koh, as director, had acted in his own interests or unfairly within the meaning of s 125(1)(f)
3. Whether it was just and equitable to wind up the company on grounds of deadlock, breakdown of trust and confidence, or loss of substratum

Holding

The judge dismissed the winding up application and fixed costs at $12,000 all-in, payable by Mr Lim to Mr Koh.

Reasoning

On insolvency, applying the cash flow test in Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd [2021] 2 SLR 478, the judge was not satisfied the company could not pay its debts. Mr Lim relied on debts said to exceed $1,291,421.32 against a cash balance of about $20,000. But there was a possible defence to Mdm Ong's default judgment, which Mr Koh was seeking permission to challenge under s 216A of the Companies Act 1967; Mr Koh had paid off about half the company's debts, showing support from the minority shareholder; and no creditor had threatened legal action. Above all, Mr Lim owed the company more than $4,000,000 in loans, which he had not disclosed in his first affidavit; if he repaid them, the company could pay its creditors. There was no evidence that he could not repay. Even if the company were insolvent, the judge would have declined to wind it up because Mr Lim had not been candid.

On s 125(1)(f), the judge read the ground as concerned with a director capturing or using the board's powers, noting that the full dictum in Re Cumberland Holdings Ltd (1976) 1 ACLR 361 refers to a director's will being carried into effect by the board. What was alleged against Mr Koh was breach of fiduciary duty, not use of the board. Mr Lim, as majority shareholder, could remove Mr Koh or appoint more directors and then have the company pursue any claim.

On the just and equitable ground, Mr Lim's counsel conceded once the constitution was obtained that nothing prevented Mr Lim from removing Mr Koh, so there was no deadlock. Breach of duty by a director did not, without more, justify winding up, and the evidence did not show a lack of probity by Mr Koh, whose payment of creditors appeared more responsible than Mr Lim's conduct of telling creditors to look to Mr Koh. Following See Eng Siong Ronnie v Sassax Pte Ltd [2020] SGHC 96, Mr Lim had not shown that Mr Koh caused the breakdown in their relationship.

From the judgment