1 These two winding-up applications, filed just weeks apart in respect of Liberty Industries Holding Pte Ltd (“LIH”), present a somewhat unique situation. Both AQCEL Synergies (Hong Kong) Limited (“AQCEL”), the applicant in HC/CWU 23/2026 (“CWU 23”), and Liberty House Group Pte Ltd (“LHG”), the applicant in HC/CWU 60/2026 (“CWU 60”), are effectively ad idem that LIH should be wound up. However, they diverge on the statutory basis upon which LIH ought to be wound up, with AQCEL seeking to wind up LIH under s 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”) on the basis of an alleged outstanding debt of US$1,565,197, while LHG seeks to rely on the just and equitable ground found in s 125(1)(i) of the IRDA.

2 Having said that, as will become apparent in the course of this judgment, both CWU 23 and CWU 60 centre around a labyrinthine web of inter-company multi-million-dollar transactions that were arranged and signed off on multiple sides by a single dramatis persona, one Sanjeev Gupta (“Gupta”). These applications are therefore inextricably linked and the determination of issues in one application bears materially on the other.

3  Against this backdrop, and having considered the parties’ arguments, I dismiss CWU 23 and allow CWU 60, and order that LIH be wound up on just and equitable grounds and that the liquidators of LHG, one Cameron Lindsay Duncan and one David Dong-Won Kim (“Liquidators”), be likewise appointed as the liquidators of LIH.

4 LIH is a Singapore incorporated company. ¹ LIH is part of the Liberty House group of companies (“Group”), which is in turn part of a larger collection of companies referred to as the Gupta Family Group Alliance (“GFG Alliance”). Gupta is the ultimate beneficial owner of GFG Alliance, ² and the sole director of LIH. ³

5 LHG is likewise a Singapore incorporated company and is also part of the Group. ⁴ It is the sole shareholder of LIH, and LIH is in turn the sole shareholder of several other companies in the Group. ⁵ LHG is presently in compulsory liquidation, and the Liquidators have been appointed as its liquidators. ⁶ Gupta and one Iain Hunter (“Hunter”) are the two directors of LHG. ⁷

6 AQCEL is a Hong Kong incorporated private company whose business includes trading steel and metal products. ⁸ It is part of the AQCEL group of companies with the parent company incorporated in Dubai. ⁹ Gupta is also the sole director of AQCEL. ¹⁰ According to the Liquidators, AQCEL forms part of the GFG Alliance. ¹¹

7 To situate the present proceedings and give the necessary context and complexion to several issues raised by the parties, I begin by setting out the relevant circumstances surrounding the prior proceedings which culminated in LHG being placed in liquidation and the Liquidators being appointed as its joint and several liquidators.

8 The inception of LHG’s financial troubles can be traced primarily to the collapse and insolvency of Greensill Capital (UK) Limited and Greensill Bank AG (collectively, “Greensill Entities”) in March 2021. ¹² The Greensill Entities were a key source of funding for the Group, ¹³ and had, sometime in or around June 2019, provided financing of €2.4 billion to companies in the GFG Alliance (“Greensill Financing”) for the purposes of, among other things, financing the acquisition from ArcelorMittal Holdings AG (“ArcelorMittal”) of its European steel assets (“Delta Acquisition”). ¹⁴ The Greensill Financing was supported by an extensive security package, which included, among other things, a corporate guarantee provided by LHG. ¹⁵ In or around March 2021, Greensill Capital (UK) Limited and Greensill Bank AG were placed into administration and liquidation respectively, resulting in significant financial difficulties for LHG. ¹⁶

9 In parallel with this, sometime in or around 2021, a dispute arose between ArcelorMittal, Liberty Steel East Europe (Holdco) Limited (“LSEE Holdco”) and LHG in connection with the Delta Acquisition, which resulted in arbitral awards of €140 million and €100 million being awarded against LSEE Holdco and LHG. ¹⁷ On 19 September 2023, ArcelorMittal obtained leave in HC/OA 946/2023 to enforce the award of €140 million in the same manner as a judgment of the General Division of the High Court against LHG and LSEE Holdco. ¹⁸ ArcelorMittal also obtained a freezing injunction against LHG and LSEE Holdco in HC/SUM 2818/2023, which LHG and LSEE Holdco unsuccessfully sought to set aside. ¹⁹

10 Subsequently, on 1 December 2023, ArcelorMittal obtained an enforcement order against LHG pursuant to which the Sheriff was entitled to seize and sell LHG’s shares in LIH (which as explained above, is the sole shareholder of several other companies acquired in the Delta Acquisition). ²⁰ On or around 5 February 2024, LHG filed an application to stay the enforcement order, but this application was dismissed on 18 April 2024. LHG filed an appeal against this dismissal on 2 May 2024, but this was likewise dismissed on 23 September 2024. ²¹ This meant that the original certificates of shares which had been handed over to the Sheriff pending the determination of the appeal could be sold by the Sheriff. ²² Nevertheless, the Liquidators have confirmed that there has been no sale of LHG’s shares in LIH, and have explained that ArcelorMittal did not proceed with the public auction of the shares as the anticipated proceeds from any sale would have been insufficient to satisfy its debt. ²³

11 Instead, ArcelorMittal elected to place LHG under judicial management as it took the view that any sale of shares would be more appropriately conducted by judicial managers. ²⁴ As such, on or around 8 October 2024, ArcelorMittal filed HC/OA 1041/2024 for LHG to be placed in judicial management. ²⁵ LHG resisted the application and sought moratorium relief for a prospective scheme of arrangement in HC/OA 49/2025. ²⁶ On 21 April 2025, the judicial management application was granted and the Liquidators were appointed as the judicial managers (see ArcelorMittal Holdings AG v Liberty House Group Pte Ltd [2025] SGHC 77). ²⁷

12 Notably, after being appointed judicial managers, the Liquidators requested that the directors of LHG, Gupta and Hunter, prepare a statement of affairs and provide several categories of documents such as management accounts, details of intercompany transactions and bank documents. ²⁸ However, despite numerous reminders and extensions of deadlines, the Liquidators faced significant resistance in obtaining the statement of affairs and statement of restructuring proposals from Gupta and Hunter. ²⁹ The Liquidators’ requests for documents also remained unfulfilled. ³⁰ In particular, on behalf of Gupta and LHG’s officers, the general counsel for the GFG Alliance took the position that the Liquidators were not entitled to documents pertaining to the subsidiaries, including the general ledgers from 2019 to 2022 and the management accounts for material subsidiaries as they belonged to the subsidiaries in question. ³¹

13 In view of these circumstances, the Liquidators, in their capacity as then-judicial managers, formed the view that none of the objectives under s 89(1) of the IRDA could be achieved. ³² The Liquidators therefore filed HC/CWU 406/2025 to wind up LHG. The winding-up order was granted on 7 November 2025 and the Liquidators were appointed as the joint and several liquidators of LHG. ³³ After being appointed, the Liquidators continued their requests for Gupta, Hunter and the GFG Alliance executives to provide information and/or documents in relation to the management accounts of all the material subsidiaries of LHG and how the Greensill Financing was utilised by its subsidiaries. ³⁴ According to the Liquidators, there was a need to conduct further investigations into the financial records of LHG and its subsidiaries as the Greensill Financing was €2.4 billion but the Delta Acquisition was only €800 million, resulting in an unaccounted balance of €1.6 billion. ³⁵ At the time of the hearing of this matter, these documents have yet to be provided to the Liquidators. ³⁶

14 Shortly after the winding-up order was made, on or around 10 November 2025, Gupta issued a Notice of Extraordinary General Meeting seeking to place LIH into voluntary liquidation. ³⁷ The Liquidators appointed a special proxy who attended the meeting on 5 December 2025 and voted against the resolutions to place LIH under creditors’ voluntary liquidation. The resolution therefore failed. ³⁸ It is noteworthy that a demand letter for US$1,565,197 was only sent by AQCEL to LIH on 5 November 2025. ³⁹

15 Shortly thereafter, on or around 9 December 2025, AQCEL personally served a statutory demand on LIH for US$1,565,197, to be paid within three weeks. ⁴⁰ LIH did not respond, nor did it pay or compound the sum to AQCEL’s reasonable satisfaction. ⁴¹ AQCEL subsequently filed CWU 23 on 21 January 2026 on the basis that LIH is deemed to be insolvent and unable to pay its debts pursuant to s 125(1)(e) read with s 125(2)(a) and/or s 125(2)(c) of the IRDA (though AQCEL, for present purposes, appears to rely solely on s 125(2)(a) of the IRDA). ⁴² A second statutory demand for the same sum was served on 27 January 2026 to correct two typographical errors in the first, ⁴³ and it is not disputed that LIH has not responded to either demand nor satisfied the sum claimed. ⁴⁴

16 Thereafter, on or around 10 March 2026, LHG filed CWU 60 to wind up LIH under s 125(1)(i) of the IRDA.

17 In CWU 23, AQCEL’s position is that it is a creditor of LIH for the sum of US$1,565,197. ⁴⁵ This figure is derived by deducting US$72,790,507, which is the total amount due from AQCEL to LIH, from US$74,355,704, which is the total amount due from LIH to AQCEL. ⁴⁶ As this sum remains wholly unpaid more than three weeks after the statutory demand had been served on LIH, AQCEL submits that LIH is deemed to be unable to pay its debts pursuant to s 125(2)(a) of the IRDA. ⁴⁷

18 Against this, LHG’s position is that there are bona fide triable issues regarding the alleged debt of US$1,565,197, in particular in relation to the formal validity of the deeds which are said to result in LIH owing AQCEL a total sum of US$74,355,704 and the absence of evidence supporting the existence of the liabilities underlying this composite sum. ⁴⁸ LHG further argues that CWU 23 is brought for a collateral purpose which constitutes an abuse of process. In particular, it contends that Gupta had manipulated the inter-company debts so as to position AQCEL as LIH’s majority creditor, with a view to retaining significant influence over its liquidation and thwarting the investigations into LIH’s financial affairs. ⁴⁹

19 In CWU 60, LHG argues that LIH should be wound up on just and equitable grounds as Gupta, the sole director of LIH, has demonstrated a systemic lack of probity which has consequently resulted in a loss of confidence in his conduct and management of LIH’s affairs. ⁵⁰ This, LHG contends, is evident in Gupta’s alleged manipulation of inter-company debts through the various deeds executed, which debts LHG contends are not supported by objective evidence. ⁵¹ In addition, LHG argues that Gupta and the GFG Alliance management have engaged in a sustained and deliberate pattern of conduct to suppress documents in an effort to frustrate the Liquidators’ attempts to understand the financial affairs of LHG and its subsidiaries. ⁵² I pause here to observe that some of LHG’s reasons in support of CWU 60 overlap with its rebuttal in CWU 23. As I observed above at [2], the two applications are intertwined and the findings I make in one may therefore extend and apply to the other.

20 Against this, AQCEL argues that the allegations made by LHG are mere assertions that are unsupported by evidence. ⁵³ AQCEL also submits that LHG has failed to avail itself of the legal rights and mechanisms which are available to it to obtain the information it seeks. ⁵⁴

21 In both CWU 23 and CWU 60, AQCEL submits that if LIH is wound up, one Farooq Ahmad Mann or another independent liquidator should be appointed as the liquidator of LIH instead of the Liquidators. ⁵⁵ AQCEL argues that it has a reasonable subjective belief that the Liquidators, if appointed, would be biased (against Gupta and AQCEL, and by extension, against AQCEL’s debts) and that there would be potential conflicts of interests. ⁵⁶ On the contrary, LHG submits that the Liquidators should be appointed as the liquidators of LIH as this would avoid duplication of work and significant coordination costs, and that any potential conflict of interest can be dealt with if and when it arises. ⁵⁷

22 Based on the facts and arguments raised by the parties, the following issues arise for determination:

23 I consider each in turn.

24 To obtain a stay or dismissal of a winding-up application, it must be shown that there is a substantial and bona fide dispute over the debt claimed by the applicant (Pacific Recreation Pte Ltd v S Y Technology Inc [2008] 2 SLR(R) 491 (“Pacific Recreation”) at [16]–[17]). The applicable standard for determining the existence of a substantial and bona fide dispute is no more than that for resisting a summary judgment application, ie, the party resisting the winding-up application need only raise triable issues (Pacific Recreation at [23]).

25 As to how the court should apply the “triable issue” standard, this requires the court to examine the affidavit evidence, and consider whether on such material, an arguable case could be made meriting the holding of a trial of the issues (Maybank Singapore Ltd v Synergy Global Resources Pte Ltd [2024] 3 SLR 1316 (“Synergy Global”) at [15], citing BDG v BDH [2016] 5 SLR 977 at [20]). In particular, examples of issues that have satisfied the “triable issue” standard include whether an agreement existed between the parties and whether the transaction pursuant to that agreement was genuine (Synergy Global at [15(b)], citing Adcrop Pte Ltd v Gokul Vegetarian Restaurant and Cafe Pte Ltd [2023] SGHC 152 (“Adcrop”) at [67]).

26 If a triable issue can be shown, the starting point is that the applicant will have no standing to apply as a creditor to wind up the company sought to be wound up, unless the court decides the dispute in the winding-up proceedings and does so in the applicant’s favour (Singapore Commodities Group Co, Pte Ltd v Founder Group (Hong Kong) Ltd [2026] SGCA 24 (“Singapore Commodities”) at [50]). In this regard, the general rule is that the court will not decide such a dispute in a winding-up application (Singapore Commodities at [50]) and instead send the parties to a civil court to litigate the dispute at hand (Synergy Global at [16]). The reason underpinning this rule of practice is two-fold (Singapore Commodities at [56]):

27 As explained earlier, according to AQCEL, the alleged debt of US$1,565,197 is derived by deducting US$72,790,507, the total amount due from AQCEL to LIH, from US$74,355,704, the total amount due from LIH to AQCEL. ⁵⁸ The amount due from LIH to AQCEL is said to comprise seven sums, US$64,109,206, US$5,200,400, US$3,758,700, US$705,384, US$576,396, US$1,396 and US$4,222, ⁵⁹ each of which arose from at least one, and in many cases several, transactions between various companies in the Group. ⁶⁰

28 LHG takes a root and branch approach in opposing this alleged debt, arguing first that the deeds underlying this series of transactions are not formally valid, ⁶¹ and seeking, in any event, to impugn the legitimacy of the liabilities said to be created by these transactions. ⁶²

29 At this juncture, it is apt to make two preliminary points. First, given that the alleged (composite) debt is US$1,565,197, for the purposes of this judgment, I will focus on the issues surrounding LIH’s alleged liabilities of US$64,109,206, US$5,200,400 and US$3,758,700. This is because the sum of the remaining liabilities of US$705,384, US$576,396, US$1,396 and US$4,222 would amount only to US$1,287,398. Consequently, even if a triable issue can be shown in respect of each and every one of these liabilities, there would still be an outstanding debt of US$277,799 (~$356,000, applying an exchange rate of US$1 = $1.28), which would exceed the threshold of $15,000 set out in s 125(2)(a) of the IRDA. LIH would therefore still be deemed to be unable to pay its debts. By the same token, given that the three earlier-mentioned liabilities are each individually larger than US$1,565,197, the existence of a triable issue in respect of any of these three liabilities would independently constitute sufficient grounds to dismiss CWU 23. As such, the analysis below centres heavily on these three largest liabilities, save for instances where the circumstances resulting in the other liabilities are reflective of a broader pattern or serves to impress a wider point.

30 Second, I note that these three liabilities of US$64,109,206, US$5,200,400 and US$3,758,700 arose at the end of several series of transactions that culminated in deeds of assignments signed on 5 April 2024 (for the liabilities of US$64,109,206 ⁶³ and US$3,758,700 ⁶⁴ ) and 13 October 2025 (for the liability of US$5,200,400 ⁶⁵ ) (collectively, “Final Deeds”), under which LIH purportedly agreed to make payment of these sums to AQCEL. ⁶⁶

31 With these in mind, I consider the two arguments raised by LHG.

32 AQCEL relies on PT Jaya Putra Kundur Indah v Guthrie Overseas Investments Pte Ltd [1996] SGHC 285 (“PT Jaya Putra”) at [39] for the proposition that a contract is formally valid if it is valid either by the proper law of the contract or the law of the place of execution of the contract. ⁶⁷ As the Final Deeds each contain an express choice of law clause for Hong Kong law, AQCEL submits that the Companies Ordinance (Cap 622, 2014) (HK) (“HKCO”) is applicable in determining whether the Final Deeds executed were formally valid. ⁶⁸ AQCEL points specifically to s 127(3)(a) read with s 127(5) of the HKCO, which provides that in cases where a company has only one director, as is the case for LIH, a company may execute a document by having it signed by that director on behalf of the company. I set out below the relevant subsections of s 127 of the HKCO for convenience:

33 In support of its position, AQCEL cites a reported decision of the Hong Kong Court of First Instance and academic commentary on the HKCO. ⁶⁹ AQCEL contends that foreign court decisions and legal codes are admissible under s 40 of the Evidence Act 1893 (2020 Rev Ed). ⁷⁰ As such, AQCEL submits that the HKCO and reported decision of the Hong Kong Court of First Instance, together with the accompanying academic commentary, constitute sufficient proof of Hong Kong law in relation to the formal requirements for the execution of deeds by a company. ⁷¹

34 On the other hand, LHG argues that the law of the place of incorporation determines matters of corporate capacity, including the powers of the directors. ⁷² In support of its position, LHG cites the decision of Nicholas Eng Teng Cheng v Government of the City of Buenos Aires [2024] 1 SLR 608 (“Nicholas Eng”), in which the Court of Appeal quoted the observation made in Grupo Torras SA v Al-Sabah (No.1) [1996] 1 Lloyd’s Rep 7 at 15 that: “[i]t is generally accepted as a matter of private international law that the law of the place of incorporation determines the capacity of the company, the composition and powers of the various organs of the company, the formalities and procedures laid down for them, the extent of an individual member’s liability for the debts and liabilities of the company, and other matters of that kind.” As LIH, a party to the deeds, is incorporated in Singapore, the formal requirements for executing the Final Deeds without a common seal are set out in s 41B of the CA. The relevant subsections of s 41B are likewise set out below for convenience:

35 According to LHG, Gupta, signing as a sole signatory, therefore did not have the authority and/or power to cause LIH to enter into the Deeds. ⁷³ Moreover, LHG submits that AQCEL has not provided sufficient proof of Hong Kong law. ⁷⁴

36 To begin, in my view, LHG appears to have conflated the choice of law inquiry in relation to formal validity with that of corporate capacity. The concept of “capacity” is said to “[refer] to the substantive legal power of a person to conclude contracts generally or specific types of contracts” (Yeo Tiong Min, Commercial Conflict of Laws (Academy Publishing, 2023) (“Yeo Tiong Min”) at para 12.046). Another treatise similarly provides that “‘[c]apacity’ should be interpreted as the legal ability of a corporation to exercise specific rights, in particular, the legal ability to enter into a contract with a third party. Thus, a lack of substantive power to conclude a contract of a particular type was equivalent to a lack of capacity” (Dicey, Morris & Collins on the Conflict of Laws vol 2 (Lord Collins of Mapesbury & Jonathan Harris gen eds) (Sweet & Maxwell, 16th Ed, 2022) at para 30-022; see also Haugesund Kommune v Depfa ACS Bank [2012] QB 549 at [47]). It is therefore the corporation’s “capacity to enter legal relations [that is] governed by the law of incorporation” [emphasis added] (JX Holdings Inc v Singapore Airlines Ltd [2016] 5 SLR 988 at [21]).

37 It follows that while the issues of formal validity and capacity (and therefore their accompanying choice of law rules) appear to go hand-in-hand such that one follows from the other, this is not necessarily always so. If a company had capacity to enter into a contract but did not meet the necessary formal requirements, the contract may be void or unenforceable. Importantly, this does not detract from the company’s capacity to enter such a contract. Conversely, and for the same reason, if a company’s constitution disallows it from entering a particular type of contract, the fact that formal requirements are met does not validate the contract.

38 This distinction is neatly illustrated by the England and Wales Court of Appeal’s decision in Integral Petroleum SA v SCU-Finanz AG [2016] 1 All ER (Comm) 217 (“Integral Petroleum”). In this case, two Swiss companies entered a supply contract that was governed by English law. Swiss law was proved to the effect that in order for companies to effect legal transactions, representatives must be authorised to create rights and obligations on behalf of the company by their signature, a function primarily fulfilled by one or more prokurists. Significantly, one possible limitation on the authority of prokurists is by prescribing that a joint signature is required. Where a prokura is issued in favour of more than one person, all are required to sign together as joint signatories, and the signature of one alone without the prescribed signature of the others is not binding. One of the companies had registered two officers as prokurists and although their power of signature was joint, the supply contract was signed by only one of the prokurists. The court noted that where companies are involved, the prior question which arises is whether the company has validly expressed the will to be legally bound (at [41]). The court then distinguished between a case where “[t]he missing act is one which has no relevance in relation to the expression of will to be legally bound, but is required for formal validity” and one where “[t]he missing act is one which has real substance in relation to the expression of will to be legally bound”, likening the latter case to the example of a person under a disability who may require the signature of a mentally capable party to create an enforceable legal obligation (at [42]–[43]). Applying this distinction, the court held that the absence of the signature of the remaining prokurist could not be regarded as going only to formal validity as a sole prokurist had no actual authority by himself to bind the company (at [45]). Instead, this went towards the question of the company’s capacity and ought to be governed by the law of the place of incorporation, ie, Swiss law (at [36] and [39]).

39 Returning to the present facts, it cannot be said that LIH was under any incapacity to execute the Final Deeds. The fact that Gupta was the sole signatory did not disempower LIH from executing the Final Deeds in the manner that an express restriction contained in LIH’s constitution would. That much is evident from the simple fact that but for Gupta’s failure to obtain, for example, a witness’ signature, there would have been no question of LIH validly executing the Final Deeds. The complaint therefore is really that the Final Deeds were not executed in the proper form – or in the language of Integral Petroleum, a missing act which has no relevance in relation to the expression of will to be legally bound – not that LIH had been incapable of executing the Final Deeds. Seen in this manner, LHG’s recourse to the position in Nicholas Eng that the law of the place of incorporation determines the “capacity of the company” and “powers of the various organs of the company” does not assist it. The issue of Gupta being a sole signatory is, with the above considerations in mind, a matter of formal validity, and the applicable choice of law rule is that set out in PT Jaya Putra (see above at [32]). As the Final Deeds each contain an express choice of law clause in favour of Hong Kong law, I agree with AQCEL that the formal validity of the Final Deeds falls to be considered by Hong Kong law.

40 Nevertheless, I agree with LHG that AQCEL has not demonstrated that Hong Kong law necessarily allows a foreign corporation (ie, LIH) to execute a deed by way of signature from a single director. ⁷⁵ The content of foreign law is a question of fact which must be proved by the evidence of witnesses, and the party asserting the foreign law bears the burden of proving it as an issue of fact (Kuvera Resources Pte Ltd v JPMorgan Chase Bank, NA [2022] SGHC 213 (“Kuvera Resources”) at [144(a)]–[144(b)]). Foreign law may be proved by directly adducing raw sources of foreign law where permitted by statute (as AQCEL has done in the present matter), but the court is not obliged to accord raw sources of foreign law any evidentiary weight (Kuvera Resources at [144(c)]–[144(d)]). This is because the content of the raw sources, approached on its own, may mislead persons not familiar with that system of law (see Pacific Recreation at [60] and [78]). As such, raw sources of foreign law should be accompanied by expert evidence on the foreign law, especially where the issue is the subject of controversy in the foreign jurisdiction (see Pacific Recreation at [60]).

41 As mentioned earlier at [33], AQCEL did not adduce any expert evidence. ⁷⁶ Instead, it argues that the HKCO, the reported decision of the Hong Kong Court of First Instance and the accompanying academic commentary constituted sufficient proof of Hong Kong law, relying on the observation in Finaport Pte Ltd v Techteryx Ltd [2024] SGHC 329 at [60] that “[b]oth Singapore and Hong Kong are not only common law jurisdictions but have a law of contract that is largely common law with analogous or even identical statutory interventions” and its own assertion that the “disputed issue concerns a straightforward interpretation of the statutory requirements for the execution of a deed by a company”. ⁷⁷ With respect, I am unable to agree with AQCEL. In my view, the very concern mentioned in Pacific Recreation on raw sources of foreign law arises on the facts. As LHG points out, s 127 of the HKCO only refers to “a company” and not also a “body corporate”. ⁷⁸ The former term is defined in s 2 of the HKCO as “a company formed and registered under [the HKCO]”, “an existing company” or “a re-domiciled company”, while the latter term is defined to include “a company incorporated outside Hong Kong”. Whether s 127 extends to foreign corporations is therefore not self-evident, and AQCEL’s submissions at the hearing offered no alternative interpretation to address this concern. ⁷⁹ Indeed, LHG also points to the Law Society of Hong Kong’s submissions to the Commerce and Economic Development Bureau of Hong Kong on the issue of the execution of Hong Kong law deeds by foreign corporations. ⁸⁰ In those submissions, the Law Society of Hong Kong noted that “[t]he execution formalities of a Hong Kong law deed by a non-Hong Kong incorporated company (foreign corporation) are unclear, which has caused divergent practice amongst practitioners” and that s 128 of the HKCO (which provides, among other things, that a company may execute a document as a deed by executing it in accordance with s 127 of the HKCO) is “silent as regards foreign corporations”. ⁸¹ Moreover, a review of the relevant sections in the CA and the HKCO (see above at [32]–[34]) reveals that the CA, unlike the HKCO, makes no special provision for companies with a single director. In the circumstances, I find that AQCEL has not sufficiently proved the formal requirements for the execution of the Final Deeds by LIH under Hong Kong law.

42 This leads to the implications of AQCEL’s failure to do so. Generally, in the absence of proof of foreign law, the presumption of similarity operates, and the law of the forum will apply (Yeo Tiong Min at para 11.095). The presumption of similarity is a rule of convenience that the courts may rely upon unless it would be unjust or inconvenient to do so given the circumstances of the case (Ollech David v Horizon Capital Fund [2024] 1 SLR 287 (“Ollech David”) at [58] and [66]). In this regard, it appears that a relevant factor is whether some evidence has been put forward to show that the applicable foreign law is different from local law (see Ollech David at [64]–[67]). Where the presumption does not apply, the failure to prove foreign law has the consequence that the party with the burden of proof on the argument relying on the point of foreign law has not discharged the burden (Yeo Tiong Min at para 11.095). On the facts of the present case, the evidence before me reasonably discloses that Hong Kong law differs from Singapore law in relation to the execution formalities by a company. Parenthetically, I also note that application of the presumption of similarity would in fact cut against AQCEL, given that the Final Deeds would clearly not satisfy the formal requirements under s 41B of the CA. I therefore decline to apply the presumption of similarity and find that AQCEL has not discharged its burden of proving that the Final Deeds are formally valid under Hong Kong law. As LIH is said to have assumed its liabilities under these Final Deeds, this therefore, in and of itself, would constitute a substantial and bona fide dispute over the alleged debt.

43 I come now to AQCEL’s secondary argument that since there was consideration moving from the assignee under the Final Deeds, those documents take effect as binding contracts even if they are not valid deeds. ⁸² Against this, LHG argues that in a multi-party contract, the requirements to give and receive consideration must be met by all parties to the alleged agreement. ⁸³ As LIH has given consideration but has not received consideration, the Final Deeds are not valid as contracts. I note that this objection applies equally to the parties in the various instruments preceding the Final Deeds. While I am cognisant of the fact that the question of contract formation ought to be dealt with according to the putative governing law of the contract, ie, Hong Kong law (see Lew, Solomon v Kaikhushru Shiavax Nargolwala [2021] 2 SLR 1 at [63] and [72]), on the face of the Final Deeds, it does not appear that any consideration flows to LIH in return for its promise to pay AQCEL, nor from AQCEL to the assignors. When I queried on the latter point during the hearing (ie, the apparent lack of consideration flowing from the assignee), AQCEL’s counsel admitted that the various deeds (including the Final Deeds) themselves “[do] not expressly state the consideration” ⁸⁴ and that the consideration “is all in an accounting sense” and “only can be seen through the accounting books”. ⁸⁵ Despite this, AQCEL did not produce the full accounts recording the relevant transactions. ⁸⁶ This is significant because, assuming I am with AQCEL that the accounts would evidence the necessary consideration (and I do have some hesitation in this regard given that AQCEL’s counsel themselves admit that the daybook entries adduced are only an internal accounting matter and not inter partes documentation ⁸⁷ ), the failure of consideration at any one transaction would result in invalidity cascading throughout the later transactions (including the Final Deeds). Given that the accounts are not before the court, I am unable to conclude that every transaction up to and including the Final Deeds was valid (see also below at [50]). Consequently, even on a contractual footing, there is a substantial and bona fide dispute over the alleged debt.

44 Before leaving this issue, I make a final observation. I note that parties have proceeded on the premise that an assignment requires consideration. In Singapore, at least, it would seem that this does not appear to be correct (see ATS Specialised Inc v LAP Projects (Asia) Pte Ltd [2012] SGHC 173 at [91]). On this point, neither party has raised s 4(8) of the Civil Law Act 1909 (2020 Rev Ed) (“CLA”) which provides:

45 Nor have parties addressed me on the existence and potential application of the Hong Kong analogue of s 4(8) of the CLA and/or the relevant Hong Kong case law. In my view, this adds a further unresolved layer of complexity in relation to the alleged debt. Specifically, it raises the question of whether the various assignments could be taken to exist independently of the purported contracts, or whether parties intended for the bargain to be structured such that the assignments were so intrinsically bound to the assignee’s provision of consideration to the assignor that the contract and accompanying assignment would fail in toto for want of consideration. Had it been raised, it would appear to me that this would likely have been a matter suitable to be resolved at trial. In addition, it also brings in considerations of what the applicable law of an assignment in these circumstances ought to be and if it is to be Hong Kong law (or another jurisdiction), what the position on this issue should be. Nevertheless, as parties have not brought up any of these points and given that the inquiry of whether triable issues exist on the present facts does not turn solely on the validity of the Final Deeds, I need not come to a conclusive determination on this specific point.

46 Assuming, arguendo, that the various instruments (including the Final Deeds) were valid, I proceed to consider the second plank of LHG’s argument, namely that there is no evidence supporting the existence of LIH’s various liabilities which are said to arise out of the execution of these instruments.

47 According to AQCEL, this sum comprises liabilities of £42,062,283 and £4,393,614.95. ⁸⁸ AQCEL provides the following account:

(g) By a deed of assignment of receivables dated 1 April 2021, LIH assigned its receivable of £42,062,283 owed by Liberty Industries UK Ltd to Alvance. Simultaneously, Alvance recognised a payable to LIH of an identical amount. ¹⁰¹

(h) By a deed of assignment of receivables dated 5 April 2024, LIH assigned its receivable of US$52,699,836 owed by Alvance, which parties agreed was equivalent to £42,062,283, to AQCEL. Simultaneously, AQCEL recognised a payable to LIH of an identical amount and AQCEL became indebted to LIH for the sum of US$52,699,836. ¹⁰²

(i) Finally, by another deed of assignment dated 5 April 2024, SKG Global assigned its receivable of US$64,109,206 owed by LIH, which parties took to be equivalent to the SKG-LIH £4m Obligation and the SKG-LIH £42m Payable (see above at [47(d)] and [47(f)(iii)]), to AQCEL. Simultaneously, AQCEL recognised a payable to SKG Global of an identical amount. ¹⁰³

48 I agree with LHG that there are triable issues in relation to the purported liability of US$64,109,206. In the first place, it is unclear how and why the parties involved in the last-mentioned 5 April 2024 deed (see above at [47(i)]) agreed that US$64,109,206 was equivalent to the sum of £42,062,283 and £4,393,614.95. This was given short shrift in AQCEL’s affidavits. ¹⁰⁴ From the limited accounts provided by AQCEL, it appears that an exchange rate of US$1.2529 = £1 was applied in respect of the £42,062,283, resulting in US$52,699,836 being assigned by LIH to AQCEL (see above at [47(h)]). ¹⁰⁵ Using the same exchange rate in respect of £4,393,614.95 (given that these transactions were carried out on the same day) means that on AQCEL’s own account, the last-mentioned 5 April 2024 deed ought to have been an assignment of US$52,699,836 + US$5,504,760.17 = US$58,204,596.17. In other words, there is an excess of around US$5,900,000 that is unexplained and unaccounted for. The recitals to the deed and the terms of the deed do not disclose how the composite figure was arrived at, nor has AQCEL explained the substantial increase in LIH’s liability in the process of what was, on AQCEL’s account, merely an assignment of the sums of £42,062,283 and £4,393,614.95 by SKG Global (see above at [47(i)]). This is a triable issue. Given that the alleged debt is US$1,565,197, if the inflation of US$5,900,000 turns out to be illusory, this would remove AQCEL’s standing as a creditor as LIH would then become the net creditor of AQCEL. This suffices to dispose of the issue because the inquiry of whether there are triable issues in respect of any remaining liability can only result in LIH’s liabilities decreasing (if a triable issue is raised) or remaining the same (if a triable issue is not raised). There is no outcome which would increase LIH’s total liabilities to a level at which AQCEL would again become the net creditor. Nevertheless, I proceed to consider the supposed constituents of the US$64,109,206 liability for completeness.

49 LHG argues that there are triable issues regarding the authenticity and purpose of the original debt giving rise to the £4,393,614.95 component, given that AQCEL and/or LIH has not satisfactorily explained why four separate novation agreements were executed on the same day (see above at [47(b)]). ¹⁰⁶ In my view, this does not constitute a substantial and bona fide dispute of the debt. LHG also raises the fact that AQCEL has failed to adduce the underlying capitalisation agreement or corporate resolution demonstrating that LIH agreed to convert its receivable owed by Liberty Industries UK Ltd, which leaves open the possibility that Liberty Industries UK Ltd still owes LIH £7,393,614.95 (see above at [47(c)]). ¹⁰⁷ However, even at its highest, this argument only latches on to an offshoot of the main transactions that ultimately led to the £4,393,614.95 liability. The fact that £7,393,614.95 possibly remains outstanding from Liberty Industries UK Ltd does not undermine LIH’s supposed £4,393,614.95 liability to AQCEL. Nevertheless, it follows from my finding above regarding the unexplained excess of US$5,900,000 that whether the £4,393,614.95 is successfully disputed is inconsequential. Having said that, as I elaborate below at [71(c)] and [80], the above points raised by LHG do feed into the wider analysis of whether CWU 23 was brought with a collateral purpose and whether it was just and equitable to wind up LIH in CWU 60.

50 Turning to the £42,062,283 component, I note that the various deeds of assignments executed in respect of this sum do not contain a clause setting out the existence or quantum of the payable due from the assignee to the assignor, unlike the novation agreements executed in respect of the SKG-LIH £4m Obligation. As noted above at [43], AQCEL admits that this is the case, but alleges that “these payables owing to the assignor by the assignee were indeed recognised as such in the books of the relevant companies”. ¹⁰⁸ However, AQCEL has only produced accounts in respect of some of the 5 April 2024 transactions. ¹⁰⁹ In this regard, AQCEL argues that the burden is on LHG to adduce evidence to raise a triable issue and, relying on Founder Group (Hong Kong) Ltd v Singapore JHC Co Pte Ltd [2023] 2 SLR 554 (“JHC Co”), further maintains that the lack of contemporaneous documents to show that payments or disbursements were made does not go towards showing that LHG has raised a dispute in good faith and on substantial grounds. ¹¹⁰

51 In my view, JHC Co is not on all fours with the present case. In that case, the creditor contended that the debt was evidenced by, among other things, contracts and corresponding invoices for the sale of copper cathodes to the debtor as well as several audit confirmation requests which showed that the debt had been consistently carried in the debtor’s books and accounts (see [64]). The Court of Appeal noted that the creditor’s case was not flawless as it did not produce any contemporaneous documents to show that the copper cathodes had in fact been sold or delivered to the debtor, but held that the burden was on the debtor to show that it had raised a dispute in good faith and on substantial grounds in the face of the audit confirmation requests that had been issued on its behalf (at [68]). It bears noting, however, that the contracts and invoices at least evidenced the obligations (even if they may not necessarily speak to their performance). The same cannot be said here, where AQCEL admits that the various deeds do not expressly refer to the price payable, or whether any sum is even payable, by the assignee to the assignor. In other words, AQCEL’s position that at each assignment the assignee simultaneously recognised a payable to the assignor (see above at [47(f)]–[47(i)]) is based on its own bare assertions. ¹¹¹ This is significant because it is only through the splintering of the receivables/payables that Gupta purportedly created, among other things, the SKG-LIH £42m Payable, which was ultimately assigned to AQCEL. However, a necessary assumption is that the assignee was obliged to pay an equivalent amount to the assignor, an assumption that is not even supported on the face of the various deeds. It is also not a foregone conclusion that this must have been the case, given that there have been at least two instances where substantial sums (£3,000,000 each) owed between various companies have been waived for no discernible reason, commercial or otherwise. ¹¹² When I sought further explanation on the lack of a clause providing for any sort of cross-obligation, AQCEL’s counsel could only point generally to the fact that these were intercompany loans between related companies and assume that convenience and efficiency underpinned the simplicity of these deeds of assignments. ¹¹³ AQCEL’s counsel also submitted that the assignment of a receivable in a later assignment was itself evidence of the fact that the earlier assignment gave rise to that same obligation. ¹¹⁴ With respect, I do not accept either explanation. The former explanation is no more than a bare assertion while the latter assumes the very premise it purportedly proves.

52 In addition, in JHC Co, the audit confirmation requests issued on the debtor’s behalf, which showed that the debt had been consistently carried in the debtor’s books and accounts, provided some objective corroboration of the debts and were a central feature in the Court of Appeal’s reasoning. Unlike JHC Co, however, other than the smattering of accounts provided in respect of the 5 April 2024 transactions, AQCEL has not provided any objective evidence of this complex web of transactions, particularly in relation to the assignee’s simultaneous assumption of a payable to the assignor, which is said to give rise to LIH’s liabilities.

53 In view of the above, it is AQCEL which has not even shown the prima facie existence of LIH’s purported liabilities. Having failed to do so, it is not open to AQCEL to rely on JHC Co to argue that the burden lies on LHG to raise a triable issue, given that this proposition presupposes the prima facie existence of these liabilities. In my view, the existence of these liabilities, which would necessarily require the adducing of the relevant accounts and making factual findings on these accounts, is a matter apt to be determined at trial.

54 Drawing all the above together, I find that there are triable issues in respect of the purported liability of US$64,109,206. Again, for the reasons I explained earlier, this finding alone suffices to dismiss CWU 23.

55 According to AQCEL, this sum arose under a facility agreement dated 12 January 2018 between LIH and Wyelands Bank PLC (now known as Wyelands Limited) (“Wyelands”). ¹¹⁵ In 2018, LHG was bidding to acquire an Indian company and was obliged to procure the issuance of a “bid bond” by Barclays Bank. ¹¹⁶ Part of this cash cover was provided by LIH drawing down £4,000,000 under the facility agreement, which was transferred by Wyelands directly to a Barclays Bank account without passing through any bank account held by LIH. ¹¹⁷ LIH was therefore liable to repay the drawn-down amount of £4,000,000 to Wyelands. ¹¹⁸ By way of a deed of assignment dated 13 October 2025, Wyelands assigned its receivable of US$5,200,400 owed by LIH to AQCEL (which the parties took to be equivalent to £4,000,000). ¹¹⁹

56 I agree with LHG that there is similarly a triable issue in relation to the liability of US$5,200,400. As LHG has pointed out, drawing down under the facility agreement would have involved certain documentation being prepared, ¹²⁰ yet AQCEL has not exhibited any such documentation and has only conveniently stated that it has been unable to access any documentary record of the drawdown and/or of the cash transfer. ¹²¹ Beyond the specific drawdown documentation, AQCEL has also not produced any correspondence such as emails or messages which might evidence such a drawdown. AQCEL has not even provided a specific date of the drawdown or the due date of the loan, which throws further doubt on the account. These dates are significant given that interest of an aggregate of the London Inter-Bank Offered Rate and 5% appears to accrue daily on the amount, and further 2% interest is also payable if payment is not made by the due date. ¹²² The only evidence in this regard is a table exhibited by AQCEL purportedly documenting interest payments made by Liberty Finance Management (LIG) Ltd on behalf of LIH. ¹²³ This is rather self-serving, especially given that AQCEL admits that there is no supporting documentation in respect of these purported interest payments. ¹²⁴ I therefore find that there is a triable issue as to whether LIH had indeed drawn down on the facility and accordingly, there is a triable issue in relation to the purported liability of US$5,200,400.

57 According to AQCEL, a business purchase agreement was entered into under which Liberty Pipes (Hartlepool) Limited (“Liberty Pipes”) would purchase certain business assets and assume liabilities of Tata Steel UK Limited for £3,000,000 to be satisfied by the issuance and allotment of 3,000,000 preference shares by Liberty Steel Group Holdings UK Ltd. ¹²⁵ The preference shares were issued by Liberty Steel Group Holdings UK Ltd to Tata Steel UK Limited on 31 July 2017 and according to AQCEL, the sum of £3,000,000 was recorded as a loan by Liberty Steel Group Holdings UK Ltd to Liberty Pipes. ¹²⁶ By a novation of loan agreement dated 2 January 2019, it was agreed that LIH would assume the loan of £3,000,000 owed by Liberty Pipes to Liberty Steel Group Holdings UK Ltd. ¹²⁷ Thereafter, by a deed of assignment dated 5 April 2024, Liberty Steel Group Holdings UK Ltd assigned its receivable of US$3,758,700 owed by LIH to AQCEL (which the parties took to be equivalent to £3,000,000). ¹²⁸

58 As LHG points out, AQCEL has shown no documents evidencing that the sum of £3,000,000 was initially recorded as a loan payable by Liberty Pipes to Liberty Steel Group Holdings UK Ltd. ¹²⁹ On the face of the novation of loan agreement, it appears that the “£3,000,000 loan advance arrangement by way of issue of preference shares on behalf of [Liberty Pipes]” was only “effective from 01 January 2019”. ¹³⁰ AQCEL has not produced this loan advance arrangement nor any accounts which may place the inception of the loan agreement at the time the preference shares were issued. This invites questions as to whether the initial issuance of preference shares was indeed pursuant to a loan agreement or if the purported loan agreement was a narrative constructed after the fact. Though I express no definite conclusion, I note that the stated effective date of the loan advance agreement just one day prior to the execution of the novation of loan agreement does appear rather suspect. This is further buttressed by the fact that although Liberty Pipes agreed that it would owe LIH an amount equivalent to £3,000,000, AQCEL subsequently produced a letter from LIH to Liberty Pipes dated 2 January 2019 in which LIH waived this receivable. ¹³¹ The letter states that LIH “has contacted [Liberty Pipes] in the past about [its] debt … and have taken it upon [themselves] to completely relieve [Liberty Pipes] of this debt”. ¹³² This is difficult to reconcile with the fact that, on AQCEL’s own account, the purported loan advance arrangement was only effective from 1 January 2019. It does not make sense that LIH would have contacted Liberty Pipes “in the past” when the loan was apparently only made one day earlier. Nor does it make sense (at least based on the evidence before me) that the loan appears to have been forgiven immediately after the novation of loan agreement was signed, which effectively negates the provision inserted in that agreement that Liberty Pipes would owe LIH £3,000,000. When I raised these rather suspect circumstances at the hearing, AQCEL’s counsel accepted that there is nothing in the evidence before me providing any explanation or reason and stated that one could only assume that it was just because the companies are related companies. ¹³³ With respect, this does not resolve the concerns that I had raised. In my judgment, the somewhat curious timing of these transactions coupled with the odd circumstances surrounding the forgiving of Liberty Pipes’s debt call into question whether such a loan agreement existed at all. As this is a necessary predicate to Liberty Steel Group Holdings UK Ltd’s assignment of LIH’s alleged liability to AQCEL, I accordingly find that there is a triable issue in relation to the purported liability of US$3,758,700.

59 In view of all the above, I find that there are triable issues in relation to both the formal validity of the Final Deeds as well as in relation to the existence of LIH’s purported liabilities of US$64,109,206, US$5,200,400 and US$3,758,700.

60 As mentioned earlier, this means that AQCEL has no standing to apply as a creditor to wind up LIH (see above at [26]). Despite this, AQCEL submits, relying on RCMA Asia Pte Ltd v Sun Electric Power Pte Ltd [2020] SGHC 205, that in exceptional circumstances, the court retains a discretion to order a winding up even where there is a substantial and bona fide dispute in respect of the debt. With respect, I am of the view that this cannot be correct as a matter of principle. Where there is a substantial and bona fide dispute in respect of the debt, the creditor loses standing and this in turn means that the court has no jurisdiction to make a winding-up order. Indeed, this very point was addressed in the recent decision of Singapore Commodities, and it is worth setting out the Court of Appeal’s exposition on this issue in full (at [51]–[54]):

61 It follows that AQCEL’s argument on residual discretion must be rejected. Given further the extent of triable issues identified and the concerns raised above at [26], I decline to decide the disputes in the instant proceedings. Accordingly, as triable issues have been raised in respect of the alleged debt of US$1,565,197, AQCEL’s standing as creditor falls away and the court simply has no jurisdiction to make a winding-up order in CWU 23. I therefore dismiss CWU 23.

62  My finding that there are triable issues in respect of the alleged debt of US$1,565,197 is sufficient to dispose of the matter. Nonetheless, assuming I am mistaken on this, I proceed to consider whether CWU 23 amounts to an abuse of process.

63 Abuse of the winding-up process is a legitimate basis for denial of winding-up, and the court, when confronted with a winding-up application, must ensure that the court’s processes are not being abused to further a collateral purpose or ulterior motive (Shree Ramkrishna Exports Pvt Ltd v J G Jewelry Pte Ltd [2025] SGHC 186 (“Shree Ramkrishna”) at [26] and [43]; Lai Shit Har v Lau Yu Man [2008] 4 SLR(R) 348 (“Lai Shit Har”) at [22]–[23]). This inquiry is heavily fact-specific (see Shree Ramkrishna at [27]–[29]) and requires the court to carefully consider and assess all the relevant issues before it (Lai Shit Har at [30]). The threshold is not low, and generally, the mere pressing of a commercial advantage or furthering of the creditor’s interest would not amount to abuse (see Shree Ramkrishna at [30] and [44]).

64 LHG’s position is that the execution of the various deeds on 5 April 2024 was for the purpose of placing AQCEL as the majority creditor of LIH, such that AQCEL could force LIH into liquidation on its terms, thereby frustrating ArcelorMittal’s enforcement action against LHG’s shareholding in LIH by maintaining control over downstream subsidiaries and thwarting any potential investigations into LIH’s affairs. ¹³⁴ In this regard, I note that in addition to the two Final Deeds executed on 5 April 2024 (see above at [29]), the deeds assigning LIH’s purported liabilities of US$705,384 and US$576,396, ¹³⁵ US$1,396 ¹³⁶ and US$4,222 ¹³⁷ to AQCEL were all also executed on 5 April 2024.

65 AQCEL argues that LHG’s position is misconceived, because the inquiry ought to be in relation to whether CWU 23 was brought for a collateral purpose and not whether the various 5 April 2024 deeds, which gave rise to the alleged debt, were executed for a collateral purpose. ¹³⁸ AQCEL further argues that the moving of inter-company receivables and payables around the Group is part and parcel of efficient internal administration and allows for a more efficient and clean consolidation of debts into a single entity. ¹³⁹ In this regard, AQCEL urges the court to dismiss the news article published in The Australian (adduced by LHG as part of its evidence before me), which alleges that Gupta has “quietly shifted control of key assets to UAE firm amid creditor pressure”, ¹⁴⁰ as hearsay. ¹⁴¹ AQCEL also argues that ArcelorMittal is precluded from carrying out the sale of LHG shares in LIH, and there can therefore be no frustration of enforcement action when such enforcement cannot itself be pursued. ¹⁴²

66 While I agree with AQCEL that the inquiry is not to be directed at the execution of the various 5 April 2024 deeds per se, this does not mean that the execution of those deeds is entirely irrelevant. In my view, as the alleged debt arose on the basis of these deeds, the circumstances surrounding the execution of those deeds may be relevant in determining the motive or purpose of the subsequent winding-up application made in respect of this very alleged debt, and as noted above at [63], the court has to consider and assess all the relevant issues before it. Simply put, the court cannot adopt a blinkered approach to the analysis. Indeed, I note that the court in Adcrop adopted a similar approach. In that case, in addition to a $20,000 debt allegedly owed by the defendant, the plaintiff had obtained, by way of deeds, the assignment of several trade debts owed by the defendant (see [12], [20] and [25]–[27]). The court found that there was more likely than not a scheme to wrest control of the defendant’s business, and in determining whether the plaintiff was a party to the scheme such that the winding-up application was infected with a collateral purpose, the court considered, among other things, the circumstances surrounding the plaintiff’s obtaining of the assignments of the trade debts (see [58] and [61]). The court observed that: (a) the timing of the assignments strongly suggested that they were primarily intended to strengthen the plaintiff’s position in the winding-up application (see [61]); (b) the fact that the scheme’s orchestrator had a role in procuring the assignments lent further support to the inference that these assignments were intended to further the plan to wind up the defendant (see [62]); and (c) the fact that there was no plausible commercial rationale for the assignments, or for the entire winding-up application itself, suggested that the winding-up application was not a genuine attempt to recover a genuine investment (see [63] and [64]).

67 Several aspects of the court’s observations in Adcrop apply equally to the present case. First, the timing of the execution of the various deeds on 5 April 2024 appears rather opportune, given that they were executed shortly after LHG’s application (then under Gupta’s and Hunter’s control) to stay ArcelorMittal’s enforcement order (see above at [10]). This becomes all the more acute once one considers that these assignments were executed on 5 April 2024 only after an extended period of time had lapsed since the deed or agreement immediately prior in each respective series of transactions:

68 To add to this, it appears that despite executing most of these deeds on 5 April 2024, AQCEL only took steps to recover the debt, such as sending a demand letter to LIH and seeking to voluntarily wind up LIH, after the winding-up application was filed in respect of LHG (see above at [13]–[14]). In my view, this suggests that these steps which culminated in the filing of CWU 23 were a response to the Liquidators’ acts, rather than being a genuine independent administrative restructuring or independent debt recovery exercise. This is especially so given that LHG is the sole shareholder of LIH (see above at [5]) and the appointment of the liquidators over LHG would be a route into investigating the affairs of its wholly owned subsidiary, LIH.

69 Second, as LHG points out, ¹⁴⁷ these 5 April 2024 deeds (but not the 13 October 2025 deed, which Gupta signed only on behalf of AQCEL and LIH but not Wyelands ¹⁴⁸ ) were arranged and signed by Gupta acting on all sides of the transaction, and Gupta is the sole director of AQCEL, the applicant in CWU 23. This factor bears more weight than it was given in Adcrop on the facts of the present case, given that the orchestrator of the scheme and the applicant here are one and the same person.

70 Third, there does not appear to be a commercial rationale for these multiple transactions. In my mind, the sheer number of deeds executed on 5 April 2024 suggests that this date must have borne some significance to LIH and/or Gupta. However, when queried at the hearing, AQCEL’s counsel could not provide any specific answer beyond stating that the whole set of assignments were meant to streamline the consolidation of liabilities into one single entity, such that it would be easier to reconcile. ¹⁴⁹ With respect, such an explanation, at least based on the documentation before me, simply does not pass muster. It is difficult to see how AQCEL can maintain that these arrangements are necessarily more efficient in any meaningful way ¹⁵⁰ when it involves such a convoluted web of transactions that do not appear to be warranted, and that adds a further layer of complexity to already somewhat complex transactions. This is obvious from AQCEL’s own evidence before me. For example, AQCEL itself recognises, in respect of the novations leading up to the purported liability of £4,393,614.95 (see above at [47(b)]), that it does not “recall why this was implemented by way of four (4) separate novations, as opposed to a single ‘omnibus’ novation”. ¹⁵¹ Put another way, AQCEL, on its own evidence, accepts that there is no discernible commercial reason for utilising four separate novations. In addition, AQCEL’s reasoning is also internally contradictory, given that on its own explanation of the series of transactions resulting in the purported liabilities of £42,062,283 and US$576,396, each assignment of a receivable simultaneously created a payable on the part of the assignee. ¹⁵² These assignments therefore did not involve a simple substitution, and far from consolidating liabilities in a single entity, essentially drew more and more entities into the complex web of assignments by creating new debt obligations. Furthermore, as AQCEL’s counsel admitted during the hearing, certain of these debts cancelled each other out, ¹⁵³ and no explanation was provided in relation to why these arrangements were structured in a manner which resulted in overlaps and redundancies. Seen in the round, it is difficult not to conclude that the aim was to have the already-complicated transactions become even more complex, not less so. In any event, even assuming I accept AQCEL’s account that these transactions were in fact conducive to administrative efficiency, the prolonged period that elapsed before such an arrangement was put in place sits uneasily with that very rationale.

71 Finally, in my judgment, the following circumstances are also suggestive of a deliberate manufacturing of a debt position for LIH:

72 While each of the enumerated factors, taken on its own, may not appear to be inherently suspicious, the confluence of all of these factors paints a rather different picture, revealing a pattern of deliberate legerdemain and manipulation designed to engineer a specific outcome. Taking all the above together with Gupta’s continued refusal to cooperate with the Liquidators (see above at [12]–[13]), and even discounting entirely the article published by The Australian, ¹⁵⁶ I am of the view that CWU 23 and its surrounding circumstances were orchestrated for the collateral purpose of maintaining Gupta’s influence as the majority, if not sole, creditor over LIH’s insolvency process and to thwart investigation attempts by the Liquidators. This may be done, as LHG suggests, ¹⁵⁷ by refusing committee of inspection authorisation as the majority, if not sole, creditor to commence legal proceedings in the name of LIH (see s 144(1)(e) of the IRDA) to unwind antecedent transactions at an undervalue or unfair preference transactions. It is also possible that the committee of inspection proceedings may be hampered if the members appointed by AQCEL form the majority and do not attend the committee of inspection meetings (see s 151(3) of the IRDA). This constitutes an abuse of process and accordingly, even if there were no triable issues in respect of the alleged debt, I would have dismissed CWU 23 on this basis.

73 Having disposed of CWU 23, I now turn to consider whether the court should wind up LIH on just and equitable grounds in CWU 60.

74 The notion of unfairness lies at the heart of the just and equitable jurisdiction under s 125(1)(i) of the IRDA and unfairness can arise in different situations and from different kinds of conduct in various circumstances (Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd [2024] SGCA 27 (“Tan Yew Huat (CA)”) at [72(b)]–[72(c)]).

75 There are two distinct stages for a court to consider in determining whether to make a winding-up order under the just and equitable ground (Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd [2023] SGHC 276 (“Tan Yew Huat (HC)”) at [18], citing Perennial (Capitol) Pte Ltd v Capitol Investment Holdings Pte Ltd [2018] 1 SLR 763 at [82]):

76 In this regard, it is established that the loss of confidence in the directors on account of the lack of probity in the conduct and management of the company affairs can justify a winding up on the “just and equitable” ground (Foo Peow Yong Douglas v ERC Prime II Pte Ltd [2017] SGHC 299 at [18]). As a general rule, allegations made to ground a claim of loss of confidence must be proved and mere assertions premised on nothing more than suspicions of impropriety will not suffice (Foo Peow Yong Douglas v ERC Prime II Pte Ltd [2018] 2 SLR 1337 (“Douglas Foo (CA)”) at [49]).

77 As a preliminary point, I agree with LHG that as the sole shareholder of LIH, it has standing as a contributory to bring CWU 60, given that its shares in LIH were originally allotted to it and it has held these shares for at least six months during the 18 months before the commencement of CWU 60 (see s 124(1)(d) read with s 124(2)(b)(ii)(A) and/or s 124(2)(b)(ii)(B) of the IRDA). ¹⁵⁸

78 LHG’s case is that there is a systemic lack of probity by Gupta, the sole director of LIH, based on the following: (a) Gupta operated on both sides of the bargaining table as the sole director of both LIH and AQCEL to manufacture LIH’s debt position; (b) these manufactured debts are not supported by the evidence adduced by AQCEL, and some of them appear to have had no benefit to LIH; and (c) Gupta and the GFG Alliance management have engaged in a sustained and deliberate pattern of conduct to suppress the relevant accounts and books of LHG and its material subsidiaries. ¹⁵⁹

79 AQCEL argues that LHG’s claim of loss of confidence is based on “mere assertions premised on nothing more than suspicions of impropriety”. ¹⁶⁰

80 At the first stage, I agree with LHG that, on the evidence before me, Gupta displayed a lack of probity in the conduct of LIH. The documents AQCEL relies on to evidence the alleged debt disclose unanswered questions as to whether the series of transactions were genuinely carried out or genuinely had the effect asserted by AQCEL. As mentioned above at [71(b)] and [71(c)], it remains unclear whether LIH had indeed drawn down under the Wyelands facility agreement, whether the various deeds of assignments created payment obligations as between assignee and assignor that were recorded in the books of the various companies and whether the issuance of shares by Liberty Industries UK Ltd to LIH was indeed for the capitalisation of LIH’s receivable of £7,393,614.95 owed by Liberty Industries UK Ltd. When challenged, AQCEL has only made bare assertions such as it is “confident that these did occur” ¹⁶¹ and that “the payables owing to the assignor by the assignee were indeed recognised as such in the books of the relevant companies”. ¹⁶² This is further compounded by the fact that Gupta and the GFG Alliance management have consistently refused to provide the Liquidators with any of the information requested (see above at [12]–[13]). In addition, some of these transactions which were put into action and signed off by Gupta, such as LIH’s seeming acceptance of a liability inflated by around US$5,900,000 (see above at [48] and [71(a)]) or the waiver of the £3,000,000 debt owed by Liberty Pipes (see above at [58] and [71(c)]), are outright detrimental to LIH. As highlighted above at [71], these circumstances are suggestive of the manufacturing of a debt position, which is relied on by AQCEL (whose sole director is Gupta) to establish that LIH is insolvent in AQCEL’s application to wind up LIH. It can scarcely be said that Gupta acted without reproach in carrying out these transactions, and I therefore find Gupta’s conduct in his capacity as a director of LIH lacks probity and justifies a loss of confidence in the current management of LIH.

81 Coming to the second stage, some relevant considerations in the exercise of the court’s residual discretion include the views of other stakeholders including the non-petitioning shareholders, the existence of other procedures and remedies to protect the applicant’s interests, and any abuse of process (Douglas Foo (CA) at [59]). Somewhat in line with this, AQCEL argues that it would suffer prejudice if the Liquidators are appointed as the liquidators of LIH, ¹⁶³ that CWU 60 was brought for a collateral purpose, namely to investigate the Greensill Financing, ¹⁶⁴ and that LHG has failed to avail itself of the legal rights and mechanisms which are available to them. ¹⁶⁵ With respect, I do not think that AQCEL’s first two points bring it very far. The alleged prejudice raised by AQCEL is that it has a reasonable subjective belief that the Liquidators would be biased. ¹⁶⁶ This argument goes to the selection of the particular liquidator, which is the subject of discussion below at [91]–[97], and finds no purchase at this present, anterior level of inquiry, which is directed towards whether LIH should be wound up and a liquidator appointed in general.

82 I am also unable to agree with AQCEL’s second point. In general, a liquidator may inquire into the promotion, formation, business, dealings, affairs or property of the company (see ss 243 and 244 of the IRDA). Against this backdrop, the linchpin of AQCEL’s argument is its assertion that “the Greensill Financing is not relevant to [LIH]” because “[LIH] was not an obligor under the Greensill [f]acility and no part of the Greensill Financing was paid to, or otherwise passed through, [LIH]”, ¹⁶⁷ and therefore it is a collateral purpose to investigate the Greensill Financing as this did not constitute “the affairs of [LIH]”. ¹⁶⁸ However, as LHG has pointed out, ¹⁶⁹ this is a bare assertion, and Gupta, as sole director of LIH, has not provided any corroborative evidence such as books or accounts that would support this assertion. It is also not the case that such accounts do not exist or are not available. In response to the Liquidators’ request for the management accounts and general ledgers for material subsidiaries of LHG (which would include LIH), GFG Alliance’s general counsel’s response was that the Liquidators were not entitled to such documents (see above at [12]). Further, AQCEL’s assertion is also hard to square with Gupta’s explanation that the surplus of €1.6 billion was used by LHG and its subsidiaries, which included businesses in the “Delta Structure” post-acquisition and the wider GFG Alliance, as working capital to mitigate the impact of the Covid-19 pandemic and the Russia-Ukraine war. ¹⁷⁰ Such pressures are not selective in impact and would have adversely affected all these relevant companies, including LIH (a subsidiary of LHG). In the circumstances, I find it implausible, at least based on what has been presented before me, that LIH is the only subsidiary singled out to be completely insulated from the Greensill Financing. As AQCEL is the party alleging the existence of a collateral purpose, the burden lies on AQCEL to show this. Given that AQCEL has not provided any concrete evidence supporting its assertion, it has failed to discharge its burden, and it follows that the clean divide AQCEL seeks to construct between LIH’s affairs and the Greensill Financing cannot stand. Accordingly, I find that investigation of the Greensill Financing, in and of itself, does not constitute a collateral purpose in relation to LIH’s winding up.

83 In my judgment, the crux of this issue is whether there are other available remedies which LHG has failed to pursue. For an alternative remedy to suffice, it should likewise “protect the applicant’s interests” (Douglas Foo (CA) at [59]), ie, there ought to be an appropriate level of functional equivalence. AQCEL raises several possible avenues, such as the Liquidators exercising their powers under the IRDA to examine the directors of LHG, compel the directors of LHG to submit an affidavit to the court containing an account of their dealings with the company and/or compel the directors of LHG to produce any books, papers or other records in their possession or under their control relating to the promotion, formation, business, dealings, affairs or property of the company. ¹⁷¹ In my view, given that any resultant investigation pursuant to these provisions would be carried out in relation to “the company”, ie, LHG and not LIH, AQCEL can only succeed on the basis of these alternatives if any such investigation against LHG would produce the same quality and extent of information in relation to the Greensill Financing that an investigation against LIH would. This can only be true if LIH is completely insulated from the Greensill Financing, a factual premise which I do not accept (see above at [82]). These are therefore inapposite as alternatives.

84 AQCEL also alludes to another possible remedy that the “Liquidators were at all times fully entitled to exercise [shareholder control] by reaching down and changing the board membership of [LIH] and/or of any of the other subsidiaries of LHG to ensure that their shareholder ‘voice’ was heard”. ¹⁷² To the extent that this suggests removal of Gupta as a director of LIH would negate the lack of probity LHG alleges, I do not agree. Where a lack of probity on the part of directors has been established, even if this is said to have happened in the past, there remains a substantive role for the liquidator (as and when appointed) and this consists of a prospective component, relating to the monitoring of the wound-up company’s future conduct and, of especial importance for present purposes, a retrospective aspect relating to an investigation into the company’s records and possible prosecution of past misconduct by its previous management (see Douglas Foo (CA) at [61]). Removal of Gupta as a director only satisfies the prospective but not retrospective component, given that it leaves the Liquidators without the statutory backing and powers found in ss 243 and 244 of the IRDA. Accordingly, this would not be an appropriate alternative.

85 I turn to a final possible avenue – voluntary winding up. At the outset, I note that, strictly speaking, from the time that CWU 23 was filed on the basis that LIH is unable to pay its debts, it was not open to LIH, without permission of the court, to resolve that it be wound up voluntarily (see s 184 of the IRDA). To be fair, AQCEL has not suggested otherwise. Nevertheless, I consider the possibility of voluntary winding up given the fact that LHG, as sole shareholder of LIH, commands the requisite majority to pass a special resolution to be wound up voluntarily and the robust approach adopted by the court in respect of applicants who are able to have recourse to such a remedy. For the reasons that follow, I am of the view that, even if s 184 of the IRDA did not operate as a bar, voluntary winding up is not an appropriate alternative.

86 In Tan Yew Huat (HC), Aidan Xu @ Aedit Abdullah J observed as follows (at [24]):

87 Xu J found that there was no unfairness to the applicant, TYH, that would justify a winding up order under s 125(1)(i) of the IRDA as he, acting with the other siblings, were majority shareholders who could have put the company in voluntary winding up (see Tan Yew Huat (HC) at [27]). On appeal, the Court of Appeal affirmed Xu J’s reasoning (Tan Yew Huat (CA) at [73]–[74]):

88 The crucial consideration is therefore whether voluntary winding up is viable in the present context. In my view, it is not. For a members’ voluntary winding up to proceed, the directors of the company must first make a declaration of solvency (s 163(1) of the IRDA). Given Gupta’s own stance in CWU 23, such a declaration is unlikely to be forthcoming (to say nothing, I might add, of whether such a declaration would be an accurate reflection of LIH’s financial standing). Even if Gupta were removed and another director appointed, the declaration of solvency must be made pursuant to an inquiry into the affairs of the company and there must be a statement of affairs attached to it showing, among other things, the liabilities of the company (ss 163(1)(a) and 163(2)(b) of the IRDA). However, given Gupta’s persistent refusal to cooperate, the absence of a duty on Gupta’s part to cooperate with the new director (cf s 243 of the IRDA) and the lack of power to summon Gupta to appear before the court or to make an affidavit (cf s 244 of the IRDA), it is also unlikely that a declaration of solvency can be made. The same issues arise in respect of the statement of affairs required for a creditors’ voluntary winding up (see s 166(4) of the IRDA). In addition, as Gupta is the sole director of both LIH and its sole creditor, AQCEL, a creditors’ voluntary winding up would effectively place the power of nominating a liquidator and of constituting and controlling the committee of inspection (ss 167(1), 169(1) and 169(2)(a) of the IRDA) in the hands of the person whose lack of probity is the very subject of this prospective liquidator’s investigation.

89 I would add that, as mentioned above at [84], where a lack of probity on the part of the directors has been established, the appointment of a liquidator serves, at least in part, an investigative purpose. In this respect, it is recognised that the role of the court and the status of the liquidator would differ depending on whether the winding up was a voluntary or compulsory winding up: in a compulsory winding up, the liquidator is appointed by the court and is an officer of the court, but in a voluntary winding up, the liquidator is appointed by the members or the creditors of the company (Natixis, Singapore Branch v Seshadri Rajagopalan [2025] 1 SLR 1020 (“Natixis”) at [133]). It has also been observed that the process of compulsory winding up is subject to oversight by the court and has been described as being conducted under the court’s direct supervision, while voluntary winding up is primarily under the control of the members or of the creditors through a committee of inspection (Re Bu Shen Xi (S) Pte Ltd [2024] SGHC 247 (“Re Bu”) at [10]). Hence, in a voluntary winding up, the court’s role recedes from being in more direct control of the supervision and conduct of the liquidation process to being in the background to be referred to if the necessity should arise (Re Bu at [11]; Natixis at [133]). Given that the failure by the management of a company, whether solvent or insolvent, to live up to the standard of commercial morality is a matter which goes beyond the members’ and the creditors’ private interests and is a matter of public interest (Petroships Investment Pte Ltd v Wealthplus Pte Ltd [2018] 3 SLR 687 at [138]), I am of the view that the process of winding up in this context, including the investigations to be carried out, demand greater supervision and control. Indeed, in Re AAX Asia Pte Ltd [2023] SGHC 324 (“Re AAX”) at [40], Goh Yihan J (as he then was) observed that the need, among other things, to conduct investigations into a company’s affairs, is relevant to whether a company should be wound up and how such liquidations should take effect, and concluded that the need to empower a liquidator to conduct enhanced investigations for the benefit of unsecured creditors constitutes a sufficient ground to wind up a company on just and equitable grounds. While I do not rely on this nascent ground in coming to my decision, in my view, it does underscore the significance to be placed on the imperative of investigation. Therefore, compulsory winding up would be more appropriate on the present facts.

90 For all the reasons above, I am satisfied that LIH should be wound up on just and equitable grounds.

91 As I have found that LIH should be wound up, I now turn to consider whether the Liquidators should be appointed as joint and several liquidators of LIH.

92 When determining the appointment of a liquidator, the court considers what would be most conducive to both the proper operation of the process of liquidation, and to justice as between all those interested in liquidation (Duncan, Cameron Lindsay v AmazingTech Pte Ltd [2025] SGHC 195 (“AmazingTech”) at [23]). In the corporate insolvency context, where parties have proposed competing nominees for insolvency officeholders, the court has consistently considered the following factors: (a) the preference of majority of the creditors; (b) the nominees’ skill and expertise; and (c) the nominees’ independence and perceived independence (AmazingTech at [24]). In relation to the last factor, the court gives significant weight to a creditor’s perception of bias where the creditor can demonstrate: (a) a subjective belief that the liquidator would be biased; (b) that the belief was reasonable; and (c) that as a result, the creditor had lost confidence in the ability of the liquidator to carry out the liquidation without fear or favour (Liquidators of Ace Class Precision Engineering Pte Ltd v Tan Boon Hwa [2022] 3 SLR 539 at [104]).

93 To recapitulate, AQCEL argues that one Farooq Ahmad Mann or an alternative independent liquidator should be appointed as the liquidator of LIH as AQCEL has a reasonable subjective belief that the Liquidators, if appointed, would be biased. ¹⁷³ AQCEL bases this on the conflict of interest said to arise from the fact that LHG is disputing AQCEL’s debt, which indicates that the Liquidators already have preconceived ideas about the inter-company loans. AQCEL also suggests that the Liquidators would seek to invalidate AQCEL’s debt so as to ensure that ArcelorMittal does not have a paper judgment should the time come to allow for enforcement on LHG’s shares. ¹⁷⁴

94 LHG argues that the Liquidators should instead be appointed as LIH’s liquidators as they have already undertaken investigations into LHG in relation to the Greensill Financing and have a working familiarity in relation to the group’s structure and financial arrangements. Appointing a different liquidator would result in duplication of work and significant coordination costs ¹⁷⁵ – costs that would be paid out in priority and would reduce recovery available to creditors. ¹⁷⁶

95 On balance, I agree with LHG. It is clear that this matter involves a highly complex corporate structure and it cannot be disputed that as the Liquidators have familiarised themselves with it since they were appointed judicial managers of LHG in April 2025 (see above at [11]), they would have a “significant head start” that leans in favour of appointing them as liquidators (AmazingTech at [35]; see also Re AAX at [42]). Bringing on board another liquidator would understandably result in significant costs and delays.

96 While AQCEL claims that it has a subjective belief that the Liquidators would be biased, I do not think that such a belief is reasonable. The Liquidators’ stance towards AQCEL’s purported debt must be viewed in the context of Gupta’s and GFG Alliance management’s persistent and deliberate refusal to provide any documents relating to the books or accounts of the relevant companies. The concerns I have raised in respect of my findings on abuse of process (see above at [67]–[72]) and the lack of probity on Gupta’s part (see above at [80]) also flow through and animate this inquiry. Faced with a near-total absence of objective evidence and Gupta’s obdurate unwillingness to cooperate, it is, on the contrary, reasonable for the Liquidators to ask somewhat probing questions when dealing with AQCEL’s or Gupta’s claims. This does not give reasonable grounds for AQCEL to harbour a belief that the Liquidators would be biased – in fact, it is the Liquidators’ very role to do so. As AQCEL also relies on the Liquidators’ “preconceived ideas about the intercompany loans” in support of its argument on a conflict of interest, ¹⁷⁷ I likewise reject that argument. In any event, both parties accept that any conflicts of interest can be dealt with by application to the court when they arise. ¹⁷⁸

97 In the round, the practical advantages of appointing the Liquidators – their familiarity with the Group’s structure and the attendant savings in time and costs – plainly outweigh AQCEL’s unfounded allegations of bias and the speculative cost savings said to arise from avoiding court applications that may never materialise. I therefore appoint the Liquidators as the joint and several liquidators of LIH.

98  For the reasons above, I dismiss CWU 23 and allow CWU 60, appointing the Liquidators as the joint and several liquidators of LIH.

99 If costs are not otherwise agreed, the parties are to file submissions on costs, limited to no more than ten pages each, within two weeks of the issuance of this judgment.