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When a company becomes insolvent, its liquidator will often want answers from the people who ran it and those who dealt with it. Section 244 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”) allows the court to compel such persons to give information, produce documents and submit to examination. For directors and former directors, the key questions are who can be compelled, and how far.
In Re Think & Learn Pte Ltd and another [2026] SGHC 227, the Singapore High Court confirmed the general inclination to order examination of a company’s officers and former officers. By contrast, orders against both a third-party entity and its directors require “a special case”, and an examinee who is a litigation target will face a narrower scope of disclosure.
In this article, our directors break down the decision and explain why it matters both to directors resisting broad information requests and to liquidators investigating claims against directors.
At a Glance
- Court: General Division of the High Court of Singapore (Sushil Nair JCA); judgment dated 14 September 2026.
- Application: disclosure and examination orders under Article 21(1)(d) and (g) of the UNCITRAL Model Law on Cross-Border Insolvency (as adopted in the IRDA) read with s 244 of the IRDA, against a co-investor, related companies and their current and former directors.
- Officers and former officers: there is a general inclination to make orders against them, even if this may expose them to personal liability.
- Third-party entities and their directors: it would require “a special case” to make orders against both the entity and its directors.
- Litigation targets: the closer an examinee is to being sued, the more likely an order is to be oppressive, and the narrower the permissible scope.
- Outcome: allowed in part.
Background – A Failed Merger and Share Swap
Think & Learn Pte Ltd (“TLPL”) was placed in a corporate insolvency resolution process (“CIRP”) in India in July 2024. Its resolution professional, Mr Shailendra Ajmera, obtained recognition of the CIRP in Singapore as a foreign main proceeding in September 2025.
Mr Ajmera wished to investigate what had happened to TLPL’s shareholding interest in Aakash Educational Services Ltd (“Aakash”), an Indian test-preparation company described by the applicants as TLPL’s most valuable asset. Under a 2021 merger framework, TLPL was to buy a 70% block of Aakash shares from two Blackstone-affiliated investors (including Singapore VII Topco I Pte Ltd (“Topco”)) and other shareholders. That block was instead acquired in September 2022 by Byju’s Investments Pte Ltd under an option agreement, and by September 2024 was held by Beeaar Investco Pte Ltd – both ultimately owned by Mr Byju Raveendran. The swap of the investors’ remaining shares for TLPL shares, which TLPL says was required, never happened; Mr Ajmera believes the investors instead sold those shares in late 2024 and early 2025 to an entity associated with Manipal.
TLPL had also commenced oppression and mismanagement proceedings in India naming the investors (including Topco) and Beeaar among the respondents. Only Topco and its directors opposed the Singapore application, arguing that it was an attempt to obtain pre-action litigation advantages.
The Legal Test under Section 244 of the IRDA
Whether relief is sought under Article 21(1)(d) or (g) of the Model Law, the s 244 requirements apply (Re Fullerton Capital Ltd [2024] SGHC 155). The information must concern the debtor’s property, affairs, rights, obligations or liabilities; there must be a reasonable basis for believing the person can assist; and the court must, in its discretion, ensure that the order is not wholly unreasonable, unnecessary or oppressive. In exercising that discretion, the examinee’s relationship to the company, and how close the examinee is to being sued, are both relevant.
Principle 1 – Officers and Former Officers
The court confirmed that because a former director is under a statutory duty to cooperate with and assist the liquidator, there is “a general inclination” towards making orders against officers and former officers as compared to third parties, “even if doing so may potentially expose them to personal liability” (at [43], citing Re Fullerton Capital Ltd [2025] 1 SLR 432). The risk of liability is relevant but not a bar; it is legitimate for a liquidator to have a specific claim against the examinee in mind, and gaining an advantage in that litigation is a natural consequence of such orders (at [44]).
On the facts, the court observed that if suspicion centred on TLPL’s former promoter director, he would be the best source of information, and that proceedings in India to compel TLPL’s directors to cooperate remained a possible avenue. The application against one former TLPL director was withdrawn after he set out on affidavit what he knew.
Principle 2 – Third-Party Entities and Their Directors: A “Special Case”
The court has power to make orders against directors of a third-party company. But it “would require a special case for orders to be made against both a third-party entity and its directors” (at [62]). The information sat with the companies, which could answer through a nominated officer on affidavit, and it was not alleged that the directors had dealt with TLPL or Aakash in their personal capacities. The court declined to make orders against Topco’s current, former and alternate directors, or the directors of the Byju’s-related companies – including a former director who had served for only three months, for whom an order would be “unnecessary and rather oppressive” (at [64]).
The applicants also withdrew the application against former nominee directors after they gave evidence that their directorships had been arranged through a corporate services provider and that they held no responsive documents. A professional director of Beeaar, who took no position and would comply, was bound by the order.
Principle 3 – Litigation Targets Get a Narrower Scope
The power under s 244 is “an aberration in the civil litigation system” and must be closely scrutinised (Zhu Su v Three Arrows Capital Ltd [2025] 1 SLR 968). The closer an examinee is to being a defined litigation target, the more likely an order is to be oppressive; where the liquidator has decided to sue, an examination order is “almost invariably inappropriate”, although there is no general rule that it will always be oppressive (at [46]).
Topco – a contractual counterparty and co-investor rather than an officer of TLPL – had been identified as a litigation target and was already a respondent in the Indian proceedings, which were not disclosed in Mr Ajmera’s supporting affidavit. The court therefore:-
- Excluded internal material: minutes, deliberations and other information internal to Topco and the related companies, including internal valuations of the Aakash shares, need not be produced. Valuations exchanged between unaffiliated deal parties, however, had to be disclosed.
- Applied the “constricted view”: for some categories, Topco need only disclose what TLPL once had or had been entitled in law to possess, so that s 244 was not used to short-circuit the procedural safeguards of ordinary litigation (at [77]).
- Refused tracing requests: requests to trace the funds for, and the proceeds of, the transfer of the 2022 sale shares and the investors’ later share sales were refused, as they did not concern TLPL’s own property absent some legal or equitable entitlement.
- Declined oral examination: answers on affidavit were sufficient, with liberty to apply if they proved deficient.
Why This Matters – For Directors and For Liquidators
For directors resisting broad information requests. Directors of a counterparty, co-investor or related company can point to the “special case” threshold: where the company itself is ordered to answer and the director was not personally involved in the dealings, an order against the director personally should generally not be needed. Any examinee who is, or is likely to become, a litigation target can invoke the narrower scope – resisting production of internal board papers, deliberations and valuations, tracing requests and oral examination, and holding the applicant to full disclosure of related proceedings.
For liquidators pursuing claims against directors. The decision confirms that officers and former officers of the insolvent company are the natural subjects of s 244 orders. Their statutory duty to cooperate weighs in favour of an order, and exposure to personal liability, or the liquidator having a specific claim in mind, does not by itself make the order oppressive. The litigation-target limits applied here to a third-party co-investor; former directors facing claims should not assume they will receive the same protection, although an examination once proceedings are firmly in contemplation will still be closely scrutinised.
Practical Takeaways
- Former directors: expect to be asked to cooperate with the officeholder. Setting out what you know on affidavit may avoid a formal order, as it did for one former TLPL director here.
- Directors of third-party companies: orders will usually be made against the company rather than you personally, absent a special case.
- Nominee directors: keep clear records of your appointment and what information you hold.
- Litigation targets: identify early whether you are, or are likely to become, a target, and use that to confine the scope of any order.
- Liquidators: target officers and former officers first, make full disclosure of related proceedings, frame requests narrowly, and consider investigating before committing to proceedings against the examinee.
Conclusion
The decision restates the balance at the heart of s 244: officers and former officers can readily be compelled to assist, while third parties, their directors and litigation targets are protected from orders that would short-circuit ordinary litigation or arbitration. Whether you are a director facing an information request or an officeholder investigating potential claims, understanding these limits early can make a real difference.
Our directors regularly advise and act for directors, shareholders, investors, liquidators and joint venture partners in shareholder, boardroom and joint venture disputes in Singapore, including directors’ duties claims, cross-border insolvency, contested liquidations and related investigations.