A First-of-its-Kind Ruling: Singapore High Court Recognizes Indian CIRP under the UNCITRAL Model Law on Cross-Border Insolvency

Introduction

In a significant development in cross-border insolvency jurisprudence, the Singapore High Court in Re Compuage Infocom Ltd.[i] recognized the Indian Corporate Insolvency Resolution Process (‘CIRP’) as a ‘foreign proceeding’ under the UNCITRAL Model Law on Cross-Border Insolvency[ii] (‘Model Law’), as adopted in Singapore through the Insolvency, Restructuring and Dissolution Act, 2018 (‘IRDA’). The Court’s ruling clarifies the specific criteria for recognition under the Model Law and reinforces the principle of modified universalism, balancing international cooperation with the protection of local creditors’ interests.

Brief Facts

• Compuage Infocom Limited (‘CIL’) was incorporated on 01.01.1999 under the Companies Act, 1956 and continues to exist under the Companies Act, 2013 (‘Companies Act’). It operates in the Information Technology (IT) and mobility distribution services sector. CIL maintains a branch office in Singapore (‘SG Branch’) and wholly owns a Singapore-incorporated subsidiary, Compuage Infocom (S) Pte. Ltd. Both entities operate from the same address in Singapore and are managed from India.

• Due to a recession in the IT sector and intense competition, CIL faced financial distress and entered into a loan agreement with an Indian financial creditor on 02.08.2021. After partially defaulting on repayment, CIRP was initiated against CIL by the financial creditor under s. 7 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’) before the National Company Law Tribunal, Mumbai (‘NCLT’).

• The NCLT admitted the s. 7 application and appointed an interim Resolution Professional (‘RP’), who was later replaced by Mr. Gajesh Labhchand Jain (‘RP’). Accordingly, under s. 23(2) of the IBC, the power to manage CIL’s affairs is vested in the RP. The CIRP period, initially ending on 30.04.2024, was extended several times by the NCLT with the approval of the Committee of Creditors (‘CoC’), with the latest extension up to 25.04.2025 to allow for consideration and approval of a resolution plan.

• On 05.12.2024, the RP filed Originating Application No. 1272/2024 (‘OA’) before the Singapore High Court under a. 17 of the Model Law read with s. 252 of the IRDA, seeking recognition of the CIRP as a foreign proceeding. The RP also sought recognition as a ‘foreign representative’ under a. 2(i) of the Model Law to change the authorized signatory of the Singapore bank accounts and sought relief under a. 21(1)(e) for the vesting of CIL’s Singapore assets in him and their repatriation to India.

Issues Considered by the High Court

• Whether the CIRP qualifies as a ‘foreign proceeding’ under a. 2(h) of the Model Law;

• Whether the RP is a validly appointed ‘foreign representative’ under a. 2(i);

• Whether the procedural requirements under a. 15 of the Model Law were satisfied;

• Whether the CIRP could be recognized in Singapore under a. 17 of the Model Law;

• Whether CIL’s Centre of Main Interests (‘COMI’) was located in India;

• Whether relief under a. 21(1)(e), including the repatriation of Singapore assets to India, could be granted.

Held

• The Court recognized the CIRP under the IBC as a ‘foreign proceeding’, the NCLT as a ‘foreign court’, and the RP as a ‘foreign representative’ under Singapore law. It allowed the vesting of CIL’s Singapore-based assets in the RP. However, it declined to grant general authorization for the repatriation of these assets to India without prior leave of the Court.

• The Court applied the five-pronged test laid down in Ascentra Holdings Inc[iii] to determine whether the CIRP qualified as a ‘foreign proceeding’ under a. 2(h) of the Model Law. The test requires the proceeding to be (i) collective in nature, (ii) judicial or administrative, (iii) conducted under a law relating to insolvency or debt adjustment, (iv) subject to court supervision, and (v) for the purpose of reorganisation or liquidation. The Court held that the CIRP satisfies all five requirements.

• The CIRP was determined to be collective, involving all creditors whose claims are dealt with under a resolution plan approved by both the CoC and the NCLT. It was noted that all of CIL’s assets are centrally managed by the RP under court supervision, affirming the collective nature of the process. The NCLT was recognized as a ‘foreign court’ exercising judicial functions under the IBC, even though it is a quasi-judicial body constituted by a notification of the Ministry of Corporate Affairs. The Court emphasized that what matters is that the body is adjudicative, making determinations that are not merely administrative.

• Further, the RP was found to qualify as a ‘foreign representative’ under a. 2(i), being empowered by the NCLT to manage the reorganization of CIL. It was held that the RP’s application complied with a. 15, supported by certified copies of NCLT orders and declarations of foreign proceedings. An exemption from filing English translations was also granted, confirming full procedural compliance.

• The High Court determined that CIL’s COMI was in India, based on centralized control and decision-making by Indian directors, the location of most operations and assets in India, and the primarily Indian creditor base. Although there was one Singapore-based creditor, it accounted for 95% of local claims. Relying on Zetta Jet Pte Ltd.[iv] and a. 16(3) of the Model Law, the Court upheld the presumption that the registered office is the COMI in the absence of contrary evidence.

• The Court allowed the vesting of the Singapore-based assets, i.e. the bank accounts, in the RP and permitted him to take necessary steps for their administration and realization. However, it denied immediate repatriation of these assets to India, stressing the importance of notifying Singaporean creditors and giving them an opportunity to participate in the CIRP. The Court emphasized that relief may be granted only upon further application, thereby ensuring procedural safeguards.

• It further clarified that while recognition of foreign insolvency proceedings supports international cooperation, judicial safeguards are essential to ensure creditor protection and uphold the integrity of Singapore’s legal framework. The Court recognised this as among the first instances of an Indian CIRP under Singapore’s Model Law regime and laid down guiding principles for future cases.

Our Analysis 

This ruling marks an important precedent in the recognition of Indian insolvency proceedings under international frameworks. By recognizing the CIRP as a ‘foreign main proceeding’ and affirming the RP’s status as a foreign representative, the Singapore High Court has advanced cross-border cooperation while maintaining protections for local creditors.

In its detailed examination of the IBC, the Court acknowledged that although the NCLT is a quasi-judicial body (not a court), it performs adjudicative functions essential for recognition under the Model Law. The Court’s approach – evaluating the nature of the decision-making authority rather than the formal classification – demonstrates a nuanced understanding of foreign legal systems.

The decision is significant from a business perspective, particularly as many Indian startups have parent entities or operations based in Singapore for strategic reasons. In cases of financial distress, creditors can now initiate CIRP in India with a reasonable process, given that the COMI lies in India.

The judgment also highlights the contrasting approaches of Singapore and India to cross-border insolvency. Singapore’s framework is pragmatic and creditor-protective, while India’s current regime under ss. 234 and 235 of the IBC face procedural and diplomatic challenges. India has yet to implement the proposed Part Z of the IBC, which would align its regime with the Model Law. Until then, international recognition of Indian insolvency proceedings will continue to depend on the domestic frameworks of other jurisdictions, as illustrated by this landmark ruling.

End Notes

[i] Re Compuage Infocom Ltd & Anr., [2025] SGHC 49, dated 24.03.2025.

[ii] UNCITRAL Model Law on Cross-Border Insolvency, adopted by the United Nations Commission on International Trade Law (UNCITRAL) in 1997, provides a framework to facilitate cooperation and coordination in cross-border insolvency matters. It has been incorporated into Singapore law through the IRDA, which allows foreign insolvency proceedings to be recognized and grants relief to foreign representatives.

[iii] Ascentra Holdings, Inc (in official liquidation) and Ors. v. SPGK Pte Ltd, [2023] 2 SLR 421.

[iv] Zetta Jet Pte Ltd & Ors. (Asian Aviation Holding Pte Ltd, intervener), [2019] 4 SLR 1343.

Authored by Srishty Jaura, Advocate at Metalegal Advocates. The views expressed are personal and do not constitute legal opinions.