News & Insights

Shook Lin & Bok is pleased to have acted for the liquidators of Liberty House Group Pte Ltd (“LHG”) in successfully obtaining orders from the General Division of the Singapore High Court to wind up Liberty Industries Holdings Pte Ltd (“LIH”), a wholly owned subsidiary of LHG, on just and equitable grounds.  The same liquidators were appointed as joint and several liquidators of Liberty Industries Holdings Pte Ltd. The Court’s judgment is published here: AQCEL Synergies (Hong Kong) Ltd v Liberty Industries Holdings Pte Ltd [2026] SGHC 138

The decision arose from two competing winding-up applications concerning LIH, a Singapore-incorporated company within the Liberty House group of companies. The Court dismissed the creditor-led application brought by AQCEL Synergies (Hong Kong) Limited, finding that there were bona fide triable issues in relation to the alleged debt of US$1,565,197. The Court also held that the application was an abuse of process, having been orchestrated for the collateral purpose of maintaining influence over LIH’s insolvency process and thwarting investigations by the liquidators. 

In allowing Liberty House Group Pte Ltd’s application, the Court’s reasoning focused on the existence of a complex web of inter-company, multi-million-dollar transactions which were arranged and signed off on multiple sides by a single individual, Sanjeev Gupta – who was the director of both the purported creditor and LIH, as well as numerous companies in the LHG Group. The Court found that the purported transactions raised unanswered questions as to whether the transactions were genuinely carried out or had the effect asserted, and highlighted that certain transactions appeared detrimental to LIH, including an apparent US$5.9 million inflation of liability and the waiver of a £3 million debt. Against that backdrop, the Court found that Mr Gupta’s conduct as director of LIH lacked probity, justified a loss of confidence in its management, and supported a winding up on just and equitable grounds.

Importantly, the Court recognised the practical advantages of appointing the existing liquidators LHG as the liquidators of the wholly owned subsidiary LIH. The Court held that the liquidators’ familiarity with the group structure, and the attendant savings in time and costs, militated towards the concurrent appointment. The Court dismissed assertions of potential conflict by the purported creditor, and held that any issues of conflict, between the liquidators’ roles in the 2 companies, may be addressed if and when they arose. 

This is a significant decision on disputed debts, abuse of process in winding-up proceedings, and the role of court-supervised liquidation where there are serious concerns over corporate governance and the need for investigation. 

We are grateful for the trust and support from the Liquidators, Cameron Duncan and David Kim; and the KordaMentha team of Joshua Jeyaraj and Claire Leong.

The Shook Lin & Bok team was led by our Partner, Jamal Siddique, and supported by Partner Poh Yee Shing, Senior Associate Suresh Viswanath and Associate Ramrueben John.