Finterra Global Plantations Berhad v Fgp Ventures Sdn. Bhd. (WA-28NCC-1089-11/2024)

FINTERRA GLOBAL PLANTATIONS BERHAD (Company No.: 201901023075 (1332404-H))

SYED HAMID KHALID RASHID (MyPR No.: 741017-75-5011)

ELVIRA AVDOVIC (Montenegro Passport No.: PA9618220) … PETITIONERS AND FGP VENTURES SDN. BHD (Company No.: 202001003649 (1359969-P)) … RESPONDENT

These Grounds concern 2 Notices of Appeal dated 12.2.2025 to the Court of Appeal against my decision on 16.2.2026. The Notices both dated 18.3.2026 are: a. a Notice of Appeal (Encl 225) filed by Sundrasan Arumugam and N. Chantiran Nagappan, the Interim Liquidators (“the ILs”) over the Respondent in Appeal no. [WA-28NCC-1089-11/2024]; b. a Notice of Appeal (Encl 226) filed by FGB Ventures Sdn. Bhd., the Appellant in Appeal no. [WA-28NCC-1089- 11/2024].

These appeals stem from an application by the ILs in Encl 130 for their remuneration. Encl 130 is made under s. 479(2)(c) of the Companies Act 2016 (“CA 2016”) and 142(3) of Companies (Winding-Up) Rules 1972 (“the Rules”).

These Grounds are prepared in 2 parts: the first is the basis of the claim for remuneration, and the second is the quantum of the remuneration awarded.

The Contents of these Grounds are as per the Table Below. Contents Para No The Appointment of an Assessor 5-8

I considered whether it was feasible for the Court alone to properly quantify the claims of the ILs. I came to the conclusion that it would be preferrable if a suitably qualified accountant is appointed as an independent assessor to assist me in Encl 130.

I am grateful to the parties whom by consent, agreed to the appointment of Mr. Khoo Siew Kiat as an independent ("Assessor") and to bear his charges.

The scope of Mr. Khoo’s appointment by this Court was to give an opinion on whether the charge-out rates of the ILs and their staff are reasonable; and whether the manhours claimed by such personnel were reasonable.

Mr. Khoo prepared an Independent Assessor Report dated 24.12.2025 (“the IA Report”) in Encl 211 containing his views and queries.

It is established that ss. 479(2)(a) and (b) must have failed before an application can be made under s. 479(2)(c), see Poly Ritz Development Sdn Bhd v Datuk Tee Guan Pian [2020] MLJU 2517 at para 20. No one has raised an issue on this pre-condition and I will not pursue it any further.

The ILs’ claim for remuneration is made under s. 479(2)(c) of CA 2016, which provides: “479 Remuneration of Liquidators in winding up by Court

A liquidator other than the Official Receiver shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by-

an agreement between the liquidator and the committee of inspection, if any;

where there is no agreement or where there is no committee of inspection, a resolution passed at a meeting of creditors by a majority of not less than three-fourths in value and one-half in number of the creditors present in person or by proxy and voting at the meeting and whose debts have been admitted to vote, which meeting shall be convened by the liquidator by a notice to each creditor to which notice shall be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by him; or

if the agreement or determination under paragraph (a) or

fails, the Court.”

Rule 142(3) of the Rules states: “(3) If there is no committee of inspection the remuneration of the liquidator shall, unless the Court shall otherwise order, be fixed by the scale of fees and percentages for the time being payable on realisations and distributions by the Official Receiver as liquidator.”

The percentages payable in the case of the Official Receiver is governed by Table C. For the sake of completeness, ss. 2(ii) &

(iii) of Table C provide: TABLE C

Where the Official Receiver is the liquidator:

In respect of each member, creditor or debtor

(ii) Upon the total net assets realized:

on the first RM50,000 or fraction thereof

on the next RM50,000 or fraction thereof

above RM100,000 RM sen 1 00 6 per cent 5 per cent 4 per cent 3. Upon the amount available for distribution to Creditors or contributories and each time a distribution is made:

on the first RM50,000

on the next RM50,000

above RM100,000 4 per cent 3 per cent 2 per cent 7 13. S. 479(2)(c) is in pari materia with s. 232(3)(c) of the Companies Act, 1965 (“CA 1965”). Further, Rule 63 provides that a Liquidator shall be an officer of the Court.

The starting premise is that a Liquidator has a right to be paid remuneration. And that such remuneration may be fixed by the Court. The leading authority is Perumahan NCK Sdn Bhd v Mega Sakti Sdn. Bhd [2005] 7 MLJ 389. Ramly Ali J (as he then was) held as follows: “[13] … S. 232(3) of the Companies Act 1965, provides that the court is empowered to determine the remuneration of the liquidator by way of percentage or otherwise where the remuneration cannot be determined by a committee of inspection or the creditors … [14] Rule 142(3) of the Companies (Winding Up) Rules 1972 provides that, unless the court shall otherwise order, the remuneration of the liquidators shall be fixed by the scale of fees and percentages for the time being payable on realisations and distributions by the official receiver as liquidator… [15] It is clear that under s 232(3) of the Companies Act 1965 and Companies (Winding Up) Rules 1972 r 142(3) of the Companies (Winding Up) Rules 1972, Liquidators are entitled to be paid remunerations for their works done on behalf of the court and the court has jurisdiction to determine the liquidators remunerations.”

As such, the Liquidator’s remuneration shall be fixed on a percentage basis based on the assets realised and distributed under Table C. The percentage basis is the default method unless the Court orders otherwise, see rule 142(3) of the Rules, see in the UK, Re Carton, Ltd [1923] All ER Rep 622; Brook v Reed [2012] 1 BCLC 379.

In Malaysia, the Court of Appeal in Ong Kwong Yew v Ong Ching Chee [2018] MLJU 2189, held: “[108] In Woodsville Sdn Bhd v Tien Eik Enterprise Sdn Bhd, Hasnah J (now JCA) expressed skepticism on the time-cost basis and relied on Re Carton where it was concluded that the proper method to adopt whenever it is practicable is to assess the remuneration according to the results attained. [109] Further guidance on this issue of remuneration in respect of time costs is to be found in the decision of the Singapore High Court in Re Econ Corp Ltd (In Provisional Liquidation) (No 2) [2004] SGHC 49. In that case, Justice V K Rajah (as he then was) held, inter alia, that:

The liquidators have a right to be fairly and reasonably remunerated. However they have no legitimate expectation to be remunerated on a time costing basis as a matter of right. This is only one of several factors to be taken into account. The reason afforded was that considerable time might be expended on unproductive work, particularly less efficient staff. Secondly it would be difficult to check charges based on such a system and accurately gauge the time said to have been spent on the company’s affairs. There should also be no question of the company paying for a learning exercise by subordinate staff on the job. There is no room for ‘overmanning’ or ‘overservicing’. Time is therefore one of many criteria that a court will take into account; …”.

In Mirror Group Newspapers plc v Maxwell and others (No 2) [1998] 1 BCLC 638, the High Court in England (Chancery Division) stated at pp. 651 & 652: “It is important not to place too great an emphasis on time spent. In 1923 in Re Carton Ltd 39 TLR 194 at 197 PO Lawrence J, dealing with the remuneration of liquidators in the voluntary winding up of a company, said: The Court as a general rule only fixes remuneration on a time-basis if there is no other method which would operate to give the liquidator fair remuneration ... Even the best accountant may spend hours over unproductive work, let alone his more or less efficient staff of clerks. Moreover, it is quite impossible to check charges based on such a system and to gauge the value of odd hours said to have been spent on the affairs of the company. The Court has long since come to the conclusion that the proper method to adopt whenever it is practicable is to assess the remuneration according to the results attained.' … In my judgment it is vital to recognise three things in this field. First, time spent represents a measure not of the value of the service rendered but of the cost of rendering it. Remuneration should be fixed so as to reward value, not so as to indemnify against cost. Second, time spent is only one of a number of relevant factors, the others being, 5 as I have said, those which find expression in r 2.47 and similar rules. The giving of proper weight to these factors is an essential part of the process of assessing the value, as distinct from the cost, of what has been done. Third, it follows from the first two points that, as the task is to assess value rather than cost, the tribunal which fixes remuneration needs to be supplied with full information on all the factors which I have mentioned.” See also, the Court of Appeal in Malaysia in Estate of Lim Tuan v Lim San Peen [2019] 2 MLJ 306.

Additionally, the use of scale fee system under Table C will ensure consistency, see the Hong Kong decision in Re STX Pan Ocean (Hong Kong) Co Ltd (in liq) (No 2) [2018] HKCU 3372: “[29] Furthermore, the use of a scale (sanctioned by s 296(5)) based on amounts realised and brought to credit necessarily sacrifices direct correlation between the quantum of fees and the amount of work for simplicity and certainty. As was stated in Re a Debtor (No 29 of 1986), at p 186H, with his remuneration based on a scale a trustee in bankruptcy “must take the rough with the smooth. He may get a very large fee for doing very little, and sometimes he gets a very small fee for doing a great deal.” A scale fee system, with appropriate percentages, produces swings and roundabouts when spread over a large number of cases in which fees are consistently charged in the same way. … It therefore seems to us that there is nothing fundamentally wrong with the fees being fixed in such a way that cases with larger assets subsidise the smaller, so long as there is some element of consistency and so long as inefficient methods of administration are not retained for the sole purpose of providing finance.”

Although the default position is the percentage basis, it may be displaced when shown to operate unfairly. Much has also been said on the cons of the percentage basis, see para 9 of Brook v Reed [2012] 1 WLR 419 (“Brook”). On a careful reading of Brook, one would easily see that there were also criticisms on the time cost basis, see paras 18 and 26: “[18] The aim, if the court is fixing the remuneration, is to reward the value of the services rendered by the office-holder. This does not necessarily equate to time spent, as to which Ferris J said, at p 652: “In my judgment it is vital to recognise three things in this field. First, time spent represents a measure not of the value of the service rendered but of the cost of rendering it. Remuneration should be fixed so as to reward value, not so as to indemnify against cost. Second, time spent is only one of a number of relevant factors, the others being, as I have said, those which find expression in rule 2.47 and similar rules. The giving of proper weight to these factors is an essential part of the process of assessing the value, as distinct from the cost, of what has been done. Third, it follows from the first two points that, as the task is to assess value rather than cost, the tribunal which fixes remuneration needs to be supplied with full information on all the factors which I have mentioned. … [26] As to charging on a time basis, the report states, in para 5.21: ‘The main problem which is perceived to have arisen from the application of the quantum meruit basis in the recent past is that the figure which can be arrived at by the application of current charging rates to recorded hours may be a very large one, not obviously linked to the value of the services rendered. The main remedy for this problem is, of course, the refinement of the concept of ‘value’ and its appraisal, on which some comments are made below.’ There are further observations on the relevance of time spent: ‘6.9 We think we should say something more about the weight which is to be given to time spent … We have a good deal of anxiety about what appears to have become the modern tendency for office-holders to charge mainly, or even solely, by reference to hourly rates. To do so assumes that whatever time was in fact spent on a particular task was necessarily and properly spent by a person of the seniority and experience of the person who actually carried out that task. Although in an ideal world this would be the case, it is foolish to suppose that this ideal is invariably, or perhaps even frequently, achieved. We emphasise strongly the need for the body which fixes the remuneration of an office-holder to take account of all the factors stated in the PL [provisional liquidator] formula. Where the assessment of the other factors indicates that the overall results of the office-holder’s activity are mediocre or disappointing this may cast doubt upon the effectiveness of the time spent.

6.10 A corollary of this is that it must be part of the office-holder’s duties, when preparing and presenting his claim for remuneration, to take a look back over the general performance of his duties and to ask himself conscientiously whether, if he is remunerated as he proposes, he can say that he has given value for money. We do not shrink from the further corollary that, in a case where the office-holder has performed particularly efficiently and attained a specially good outcome, he may be able to claim a rate of remuneration which represents more than his standard charging rate for the time he has spent.”

In Sanderson (as liquidator of Sakr Nominees Pty Ltd (in liq) v SAKR [2017] NSWCA 38 at para 52, the Court of Appeal did not actually attack the percentage approach but merely took the view that it would not be appropriate to simply applying a static percentage to all liquidations. However, the Court of Appeal in Sanderson was conscious of the criticisms levelled against time-cost basis, see paras 59 and 60: “[59] In making the above comments I am conscious of the criticisms that have been levelled against time based charging. The areas of criticisms generally speaking are first and principally that time spent represents a measure not of the value of the services rendered but of the costs of rendering them and, second, time spent is only one of a number of relevant factors to be considered: see Re Cartonsupra at 197; Mirror Group Newspapers supra at 648–652; Re Kordasupra at [41]–[45]; Re AAA Financial Intelligence supra at [45]–[47]. There is force in those criticisms. … [60] Further, it should not be concluded from what I have written that a time based calculation will always be appropriate. The task of the Court is to fix reasonable remuneration having regard to the evidence before it and taking into account the matters in s 473(10).”

It is wrong to say that the Liquidator should claim EITHER on a percentage basis under Table C percentage OR for time cost for work done.

It is established that the word “otherwise” in s. 479 is to be interpreted as recognising a 3rd method of calculation which is a combination of a percentage basis and time basis and known as “an all-encompassing basis”. “(2) A liquidator other than the Official Receiver shall be entitled to receive such salary or remuneration by way of percentage or otherwise …”.

In Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695 at [38]: “[38] As to the mode or method to be considered by the winding up court in determining the remuneration of a liquidator, this court in Ong Kwong Yew’s case held that there are three methods to be considered and any of the chosen methods is subject to the overriding principle of fairness and reasonableness. The relevant excerpt of the decision is as follows: [110] The court concluded by stating that it remains open for the court in any matter to decide on the optimum mode of assessing fair remuneration, albeit on a time basis, a realisation basis or an all-encompassing basis where all of the said criteria are considered. However, whatever the basis adopted, it must be characterised by fairness and reasonableness.”

This shows that a combination of methods may be used.

Based on the above, it is clear that the general principle is that Liquidators are entitled to be paid for work done. Fairness is the and reasonableness is the overriding factor.

Although the ‘percentage basis’ is the default basis under rule 142(3), see Re Carton Ltd [1923] All ER Rep 622 at 625, there may be sufficient special circumstances to warrant allowing remuneration on a time cost basis. Here, there were no realisations of assets and as such, it would be entirely appropriate for the Liquidator to be paid on a time cost basis.

By a Court Order dated 10.12.2024 (“the Order”), the ILs were appointed, see Encl 131 p. 25.

However, on 25.2.2025, the Order was stayed although the order for stay was only perfected after several clarifications from Court, the last one being on 12.03.2025, (“the Stay”), see Encl 131 p. 31.

By this Encl 130, the ILs are requesting that the remuneration (as set out below) or any other amount deemed fair and reasonable, be approved by this Court and to be paid from the assets of the Respondent.

The ILs are seeking remuneration of RM554,981.95 (RM536,537.95 and RM18,444.00) as summarised in Table 1 below, for their work in the following periods: a. 1st Period - 10.12.2024 to 25.02.2025 - The liquidation period; b. 2nd Period - 26.02.2025 to 12.03.2025 - The period Post Stay and until handover, wherein the ILs had to act and/or comply with certain matters under the Stay, see Encl131 page 31. Table 1 Description 1st Period 2nd Period Liquidation Period between 10.12.2024 and 25.02.2025 "Stay" Period, from Stay till handing over documents between 26.02.2025 and 12.03.2025 Actual Manhours 465,237.50 15,300.00 Solicitors fees 22,050.00 nil SST 8% 38,983.00 1,224.00 Disbursements 10,267.45 1,920.00 Total RM 536,537.95

The ILs computed the time cost charged based on the total hours spent by the ILs and their personnel, multiplied by their charge-out rates. The ILs used 11 personnel in the liquidation. The hourly charge-out rates of these personnel are as below, see Encl 133 p. 731: Description Hourly Charge-out rate The ILs (2) RM1,500.00 Sundarasan Arumugam N. Chantiran a/l Nagappan Special Officer and Authorised Representative (1) RM1,000.00 Saravanan Dato' Sangaralingam Managing Consultant (1) RM600.00 Omar Halim Dahlan Senior Executives (2) RM250.00 Gopal Nagapan Ahmad Qairatan Ain Bin Abdul Hakim Semi-Senior (2) RM150.00 Kathiresan Gunasakaran Fakrul Aiman bin Shafii Support Staff (3)

The hours spent by the ILs in the 1st Period are from 10.12.2024 to 25.2.2025. The charges were for RM465,237.50, see Encl 133 p 709. The breakdown is as follows: Designation Hours spent Charge-out rate (RM) Amount (RM) Liquidators 36.5 1,500.00 54,750.00

137.75 1,000.00 137,750.00 Managing Consultant 208 600.00 124,800.00 Senior Executive 297 250.00 74,250.00

408.50

150.00 61,275.00 Support Staff 165.50 75.00 12,412.50 Total 1,253.25 465,237.50

The claim for disbursements incurred in the 1st Period is as follows, see Encl 133 page 712. Description Amount Printing 1,000.00 Stationary 1,366.79 Security Deposit to MDI 3,000.00 Company Searches, EFS, etc 73.60 Packing & Storage 3,000.00 Transport 115.00 Postage & Courier 45.30 Miscellaneous 360.76 Solicitor's Disbursements 1,306.00 Total 10,267.45

The claim for remuneration in the 2nd Period, between 26.02.2025 to 12.03.2025) is as follows, see Encl 133 page 732 (pdf p.111): Designation Hours spent Charge-out rate (RM) Amount (RM) Liquidators 1 1,500.00 1,500.00 Special Officer and Authorized Representative 4 1,000.00 4,000.00 Managing Consultant 10 600.00 6,000.00 Senior Executive 8 250.00 2,000.00 Semi Senior 10 150.00 1,500.00

300.00 Total 37 15,300.00 21 35. The claim for disbursements in the 2nd Period is as follows, see Encl 133 p. 731 (pdf p. 110) Description Amount Printing 35.00 Packing & Returning 1,500.00 Transport 350.00 Postage & Courier 35.00 Total 1,920.00

The elements as to the quantum of the remuneration are as follows. The first was the charge out rates of the ILs and their personnel. A comparison was made with industry standards, see Encl 211, paras 4.6, 7.2 and 9.1. The Assessor advised that the charge-out rates were not unreasonable. There was no reason to reject this view. I therefore accepted his advice.

The second was the actual hours spent by the ILs and their personnel. Ex facie, the total charges of the ILs in such a short period of time, did seem a little excessive.

In relation to assessing the reasonableness of the hours expended, in Ong Kwong Yew & Ors v Ong Ching Chee & Ors and other appeals [2018] MLJU 2189 at para 114 and 115, the Court of Appeal assessed the reasonableness of the amount of hours incurred and held that the material provided by the liquidator was “woefully inadequate, meagre and shoddy” when there was no explanation as to the time rates charged, no explanation as to why such an amount of time expended was necessary, and no explanation as to why each of the officers involved was necessary: “[114] In the instant case the materials afforded by the liquidator in support of his claim do not appear to be contemporaneous records of the work undertaken. Rather they are summaries of work done or simply contain time expended with the rates specified but with no specification of what work was undertaken during that time, far less why such an amount of time was necessary. There is no explanation as to the specific time rates charged, the identity of the varying levels of personnel involved, nor the reason why each of them was necessary. In short the material was woefully inadequate to meet the standards necessary to enable the Court to make a realistic assessment of the remuneration due, if any, by way of additional fees”.

I agreed with Counsel for the Respondents that the claims by the ILs lacked sufficient particulars for the same reasons as set out by the Court of Appeal in Ong Kwong Yew (supra). From what was presented to me, the particulars only contained the time expended without specifying the actual work done. The Assessor appears to take a similar view, see paras 8.2 to 8.5 of his Report at Encl 211.

Albeit that that the inadequate particularisation of the work done is a flaw in the application for remuneration and in the absence of fraud, to disallow the entire claim for work done on a time cost basis would be harsh and unfair. As such, I was prepared to take a ‘broad brush’ approach as was taken in Liquidators of Dovechem Holdings Pte Ltd v Dovechem Holdings Pte Ltd (in compulsory liquidation) [2015] SGHC 167, the Court held: “[84] The Liquidators’ Bill as presented currently stands at $1,213,961. Deducting the amounts of $13,824 and $129,015 would reduce the Bill to $1,071,122. In all the circumstances, this figure still seems too high for the work required to be done. Having regard to all the factors set out above and using the usual broad brush, I am of the view that a fair and reasonable remuneration for the Liquidators in this case would be $750,000. I am cognisant that the Liquidators, and perhaps others, may consider this figure to be arbitrary but, since the law does not provide or support a mathematical formula for the calculation of a liquidator’s fees, any award made would be open to the same criticism.”

The Court in Dovewchem (supra) reduced part of the fees and charges by 40% which I felt was unduly high. I therefore imposed a discount of 25% on the time cost charges for work done, which although arbitrary, would inject some fairness into these large claims incurred over a relatively short period of the liquidation of between 78 to 93 days.

I also excluded various other claims.

First, no work ought to have been commenced until after security was provided. Under s. 478(3): “Appointment of other person as liquidator other than Official

(1) Where a person other than the Official Receiver is an appointed interim liquidator or liquidator in a winding up of a company by the Court, that person—

shall not act as such until he has given—

written notice of his appointment to the Registrar and the

(ii) security in the prescribed manner to the satisfaction of the Official Receiver; …”.

The section is emphatic. The liquidator shall not act until he has furnished security. The Court of Appeal in Goh Siew Koon @ Eng Sing Kuan & Ors v Lim Jit Kim @ Lim Tian Jee & Ors [2015] CLJU 1222, held: “[90] … payment of the liquidator’s security deposit, which was a pre-requisite to the performance of Mr LA’s duties as liquidator … [92] The remuneration to which LA would be entitled to would be up to the date he unlawfully engaged PWC and “wholly delegated” his duties as liquidator to PWC. The date was 7.9.2012. The commencement date would be the date the security deposit was paid namely 21.2.2012.”

Here, the security was furnished on 26.12.2025. It follows that no remuneration should be awarded for the period 10.12.2015 until 26.12.2025. And certainly, the security deposit itself should not be charged.

Secondly, I also accept Counsel for the Respondent’s submission that the costs of support or administrative staff should not be included as part of the remuneration of the liquidators. In Liquidators of Dovechem Holdings (supra), the Singapore High Court excluded the time-costs accrued by the administrative and support staff. The Court held: “(4) Liquidators and other insolvency personnel should not be allowed to include time charges in their bills for the work done by administrative and support staff. The salaries paid to such employees should be considered part of a liquidator’s overheads and should be factored into the general remuneration charged by a liquidator.”

The Post-Stay Works. I was initially concerned with the works carried out after the stay was ordered and during the 2nd Period between 26.2.2025 and 12.3.2025. However, I was informed that the works were required to comply with the Stay. The Assessor accepted that such works were reasonable, see para 9.4 of Encl 211. I therefore allowed the remuneration for works and disbursements incurred in the 2nd Petition.

Investigations and Reports. It was submitted that the purpose of an Interim Liquidator was to ‘hold the ring’ or provide some interim preservation pending the winding up petition. I accept this as a general rule and I refer to the recent statement of the Court of Appeal in England in Revenue and Customs Commissioners v Payroll & Pension Services (PPS Umbrella Co) Ltd [2025] 2 BCLC 291 at para 55. It was argued that an interim appointment does not require investigations.

I regret that I cannot agree with the submission that the ILs’ role is strictly confined to the interim preservation of the company’s property pending the disposal of the Petition, excluding any investigations. I refer to HMRC v Rochdale Drinks Distributors Ltd [2013] BCC 419, Rimer LJ in the Court of Appeal in England held that the appointment of a provisional liquidator may include the need to conduct investigations: “[100] The circumstances justifying the appointment of a provisional liquidator are not, however, confined to jeopardy of this particular nature. In cases in which there are real questions as to the integrity of the company’s management and as to the quality of its accounting and record-keeping function, it will be an important part of a liquidator’s function to ensure that he obtains control of its books and records so that he can engage in all necessary investigations of its transactions. These will or may include investigations of those who have been managing the company with a view to considering the bringing of claims against them.”

The need for investigations may be assessed on a case to case basis and dependent on the particular facts of each case.

Counsel for the ILs sought to justify the need for investigations in submitting that the ILs, as court-appointed officers, made a decision to act as they did, due to the allegations stated in the winding up petition, which were as follows: a. Refusal to Provide Financial Records to a Director; b. Possible Siphoning of Funds from the Company; c. Possible Manipulation of Accounting Ledgers; d. Unauthorised Transfers; e. Possible Irregular Appointment of Directors; f. Criminal Charge by SSM against a Director and the Company; g. Unauthorised use of Company’s funds for personal matters; and h. Possible deceitful salary practices favouring one director.

Based on these allegations, the ILs cannot be said to be unjustified in commencing investigations. These are the sort of allegations that (with the requisite initial evidence) fall within the need for investigations as set out in Rochdale Drinks (supra).

Without more, I will not deny the remuneration of the ILs for their investigations and the 2 Reports prepared.

For the reasons aforesaid, I granted Encl 130 in part, with costs of RM15,000.00, subject to allocatur. Order accordingly. Dated the 9th day of April 2026 ..........................tt............................ YA TUAN SAHERAN SUHENDRAN JUDICIAL COMMISSIONER OF THE HIGH COURT (COMMERCIAL 11) (INSOLVENCY 2) OF KUALA LUMPUR IN THE TERRITORY, MALAYSIA Counsel for the Petitioner: Solicitors: Sa’eed Khaliq Messrs. Naim, Sa’eed & Afiqah (Kuala Lumpur) Case References: • Brook v Reed [2012] 1 WLR 419 • Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695 • Estate of Lim Tuan v Lim San Peen [2019] 2 MLJ 306 • Goh Siew Koon @ Eng Sing Kuan & Ors v Lim Jit Kim @ Lim Tian Jee & Ors [2015] CLJU 1222 • HMRC v Rochdale Drinks Distributors Ltd [2013] BCC 419 • Liquidators of Dovechem Holdings Pte Ltd v Dovechem Holdings Pte Ltd (in compulsory liquidation) [2015] SGHC 167 • Mirror Group Newspapers plc v Maxwell and others (No 2) [1998] 1 BCLC 638 • Ong Kwong Yew & Ors v Ong Ching Chee & Ors and other appeals [2018] MLJU 2189 • Ong Kwong Yew v Ong Ching Chee [2018] MLJU 2189 • Perumahan NCK Sdn Bhd v Mega Sakti Sdn. Bhd [2005] 7 MLJ 389 • Poly Ritz Development Sdn Bhd v Datuk Tee Guan Pian [2020] MLJU 2517 • Re Carton, Ltd [1923] All ER Rep 622; Brook v Reed [2012] 1 BCLC 379 Counsel for the 1st Respondent: Solicitors: Wong Mun Hoe & Tong Joe Jye Messrs. Munhoe (Kuala Lumpur) Counsel for the 2nd Respondent: Solicitors: Janet Sim Xin Tong Messrs. Cheang & Ariff (Kuala Lumpur) Counsel for the Interim Liquidators: Solicitors: Ravi Nekoo, Aaron Mathews & Omar Hakim Dahlan Messrs. Aaron Mathews (Petaling Jaya) • Re STX Pan Ocean (Hong Kong) Co Ltd (in liq) (No 2) [2018] HKCU 3372 • Revenue and Customs Commissioners v Payroll & Pension Services (PPS Umbrella Co) Ltd [2025] 2 BCLC 291 • Sanderson (as liquidator of Sakr Nominees Pty Ltd (in liq) v SAKR [2017] NSWCA 38 Legislation References: • Companies Act 2016 (“CA 2016”) • Companies (Winding-Up) Rules 1972 (“the Rules”) • Companies Act, 1965 (“CA 1965”). Decision Date: 16th February 2026