[2006] SGHC 135

“With that, I go to the alternative ground within s 254(1)(f) of the Companies Act. As observed by the High Court in Re HL Sensecurity Pte Ltd (formerly known as HL Integral Systems Pte Ltd [2006] SGHC 135 at [28], it is a rarely used provision, and has two constituent parts. The first part applies when the directors ar”

“See Re HL Sensecurity Pte Ltd (formerly known as HL Integral Systems Pte Ltd) [2006] SGHC 135 at [28].”

“or some significant section of the members, and thus cannot be said to be acting in the interests of the members as a whole (Re HL Sensecurity Pte Ltd (formerly known as HL Integral Systems Pte Ltd) [2006] SGHC 135 (“HL Sensecurity”) at [28]). The reference to “unfair and unjust” connotes some commercial morality or in”

“f) connotes some commercial morality or integrity which the law ought to uphold, on a consideration of all the circumstances (Re HL Sensecurity Pte Ltd (formerly known as HL Integral Systems Pte Ltd) [2006] SGHC 135 at [28]). It overlaps with the just and equitable ground under s 125(1)(i) IRDA, and the two are often r”