1. ) Globalmariner Offshore Services Sdn Bhd v 1. ) TH HEAVY ENGINEERING BERHAD (DALAM PENGGULUNGAN) (WA-28NCC-175-02/2024)

GLOBAL MARINER OFFSHORE

BOOMSLANG TECHNOLOGY SDN BHD (formerly known as Blackstone

DYNAC SDN BHD ... PETITIONERS AND TH HEAVY ENGINEERING BERHAD (In Creditors' Voluntary Liquidation) (Company No.: 200301032354 (634775-D)) ... RESPONDENT JUDGMENT INTRODUCTION [1] Before the court are two applications concerning TH Heavy Engineering Berhad (“THHE”), a company currently under creditors’ voluntary liquidation (“CVL”). The first is a petition filed by the Petitioners seeking the compulsory winding up of THHE pursuant to section 464(1) and (2) of the Companies Act 2016 (“CA 2016”) and the appointment of private liquidators (Enclosure 1). The second is an application by Star Kris Services Sdn Bhd (“Star Kris”), an opposing creditor, seeking the appointment of its nominated liquidator instead of those proposed by the Petitioners (Enclosure 86). [2] This petition represents a rare instance of “conversion” proceedings, where creditors seek to convert a voluntary liquidation into a court-supervised compulsory liquidation. This case is notable as being only the second such application in Malaysian legal history, with the first being decided over a century ago. As Mr. David Mathews for the Petitioners submitted during oral arguments, “this is probably the second time that such an application has been made where companies have already voluntarily made a decision to wind up. The earlier case was decided over a hundred years ago - it’s the Seremban General Agency case from 1923. There has been much development since then.” PROCEDURAL HISTORY [3] Enclosure 1 was heard first on 9.5.2025. Given the novelty and importance of the case, the court reserved its decision for 27.5.2025. [4] The court indicated that only if Enclosure 1 was allowed would the court then proceed to hear Enclosure 86 concerning the contest for appointment of liquidators. On 27.5.2025, the court delivered its decision allowing Enclosure 1, finding that the voluntary liquidation could not be continued with due regard to the interests of creditors. However, the court reserved the order for appointment of liquidators and proceeded immediately to hear Enclosure 86 immediately on the same day. After hearing submissions from all parties, the court decided in favour of the Petitioners’ nominated liquidators. BACKGROUND FACTS The Company and Corporate Structure [5] THHE was incorporated on 18.11.2003 under the Companies Act 1965, formerly known as Ramunia Holdings Berhad. The company was previously a public company listed on Bursa Malaysia, involved in the business of fabrication of oil and gas structures, construction services and management services. [6] On 28.4.2017, THHE was classified as a PN17 affected listed issuer. Despite being granted eight extensions over a period of five years, THHE failed to submit an acceptable regularisation plan to address its PN17 status. Consequently, on 5.9.2022, THHE was delisted by Bursa Malaysia. [7] The largest shareholder of THHE is Urusharta Jamaah Sdn Bhd (“UJSB”), holding approximately 64.45% stake in THHE. UJSB is an asset management company set up by the Ministry of Finance with a 10-year mandate to manage underperforming investments transferred from Lembaga Tabung Haji. The Petitioners and Their Debts [8] The Petitioners are substantial creditors of THHE: a) The First Petitioner, Globalmariner Offshore Services Sdn Bhd (“GMOS”), is owed: i) USD63,419,999.00 (equivalent to RM288,719,545.45) plus costs of RM800,000.00 pursuant to the judgment in Suit 374 (defined below); and ii) Additional amounts under the 2017 Scheme of Arrangement b) The Second Petitioner, Boomslang Technology Sdn Bhd (formerly known as Blackstone Technology Sdn Bhd) (“Boomslang”), is owed amounts under the 2017 Scheme of Arrangement. c) The Third Petitioner, Dynac Sdn Bhd, is owed: i) RM100,000.00 in costs pursuant to the judgment in Suit 374; and ii) Additional amounts under the 2017 Scheme of Arrangement d) GMOS is by far the largest creditor of THHE with a value of 74.35% of total debts. [9] The Petitioners obtained judgment in their favour on 21.7.2023. Specifically, on 21.7.2023, the High Court in Suit No. WA-22NCC-374-11/2016 (“Suit 374”) awarded damages in favour of GMOS and dismissed THHE's counterclaim. Prior Scheme Attempts and Applications [10] THHE had previously undergone several debt restructuring exercises in 2010, 2017, and their most recent attempt in

The 2017 Scheme was sanctioned by the High Court on 6.2.2018 and involved, inter alia, reducing unsecured creditors' debts by 50% and issuing Islamic Irredeemable Convertible Preference Shares. However, the scheme was never fully implemented. [11] On 27.7.2023, THHE applied for a restraining order in OS WA-24NCC-403-07/2023 (“OS 403”) to propose another scheme of arrangement (“the Proposed 2023 Scheme”). Similarly, on 28.7.2023, THHE Fabricators Sdn Bhd (“TH FAB”) (a wholly-owned subsidiary of THHE) applied for a restraining order in Originating Summons WA-24NCC-409- 07/2023 (“OS 409”). [12] The Petitioners intervened in these proceedings and provided undertakings not to enforce the judgment to preserve the integrity of the applications. However, on 11.9.2023, whilst these applications were still pending, counsel for THHE and TH FAB announced their intention to withdraw the applications, revealing that the companies had commenced voluntary liquidation processes. Voluntary Liquidation Process [13] On 6.9.2023, TH FAB was placed under members’ voluntary liquidation (“MVL”) following a Declaration of Solvency by its directors. This declaration showed TH FAB changing from a deficit of RM29.469 million (as at 26.7.2023) to a surplus of RM10.525 million (as at 30.8.2023) within one month. [14] On 8.9.2023, THHE commenced CVL with Andrew Heng and Ashvin Mahendran appointed as joint interim liquidators. These individuals had a long-standing relationship with the THHE Group, having been involved as scheme advisors for both the 2017 Scheme and the Proposed 2023 Scheme. Procedural Developments Leading to Unopposed Conversion [15] A crucial procedural development explains why Enclosure 1 appears unopposed. On 7.10.2024, the directors of THHE filed an application (Enclosure 96) seeking a declaration that they retained residual powers to oppose the Peition despite the company being in liquidation. I comprehensively dismissed this application on 5.3.2025, finding that directors do not retain residual powers to oppose a petition that merely seeks to convert a voluntary liquidation they themselves initiated into court supervision. [16] The dismissal of Enclosure 96 is significant as it confirms that no one on behalf of THHE opposes the conversion of the voluntary liquidation to compulsory liquidation. The directors, having voluntarily ceded their powers when initiating the CVL, cannot now claim residual powers to oppose court supervision of the liquidation process they commenced. This explains why at the hearing of Enclosure 1, there was no opposition from the company itself. [17] Furthermore, during oral submissions on Enclosure 1, it was confirmed by all parties present that they did not oppose the conversion. Mr. Mathews specifically asked: “Just to distill things, my Lord, and I appreciate my learned friends confirmation, both my learned friend Mr Raven and also Mr Rishwant Singh, that we are not opposing the application for a conversion order. And that their only purpose in styling themselves as opposing creditors is limited to the choice of liquidator. Would I be correct?” Both Mr. Raven, counsel for Star Kris, an opposing creditor, and Mr. Rishwant Singh, counsel for UJSB, which was the ultimate holding company of TH FAB, confirmed: “I confirm that.” ENCLOSURE 1 - CONVERSION FROM VOLUNTARY TO COMPULSORY LIQUIDATION LEAVE TO PRESENT PETITION [18] Prior to filing this petition, the Petitioners obtained leave in Originating Summons No. WA-24NCC-574-10/2023 (“OS 574”) on 2.2.2024 to present this conversion petition. Section 451(2) of the CA 2016 provides that “The application for the winding up of a company by the Court shall be by petition presented either by the company, or the creditors, or the contributories, or all or any of them, or by the liquidator or the Registrar.” In granting leave under this provision where voluntary winding up has commenced, Justice Ong Chee Kwan held that the Petitioners had demonstrated both a prima facie case and that their claim could not be adequately addressed in the existing voluntary winding up process. An appeal against this leave order was subsequently dismissed by the Court of Appeal, confirming the Petitioners’ right to proceed with the conversion application. LEGAL PRINCIPLES [19] Section 464(1) of the CA 2016 provides that “A company, whether or not it is being wound up voluntarily, may be wound up under an order of the Court” on a creditor’s petition. This provision explicitly contemplates the conversion of voluntary liquidation to compulsory liquidation. [20] Section 464(2)(d) of the CA 2016 establishes the test for such conversion: “the Court shall not, where a company is being wound up voluntarily, make a winding up order unless the Court is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories.” [21] This provision confers on the court a broad and unfettered discretion to consider what will best serve those having a genuine vested interest in the winding up of the company. As held by the High Court of Hong Kong in Re STX Pan Ocean (Hong Kong) Co., Limited (In Liquidation) HCCW 324/2013 at paragraph [50], “The discretion of whether to make a compulsory order or allow a voluntary liquidation to continue is a broad one and unfettered by rules. The discretion must of course be exercised judicially, taking into account all material factors. Precedents are only guide-posts in a case of this sort, as examples of the way in which judges have thought fit in the past to exercise the discretion, providing illumination and guidance rather than rule of law or practice.” [22] The authoritative guidance on the exercise of this discretion is found in Re Korea Asset Management Corporation v Daewoo Singapore Pte Ltd [2004] 1 SLR(R) 671. The Court of Appeal of Singapore held at [26] that the discretion must be exercised consistently with the legislative purpose of enabling justice to be done between the company and its creditors in the winding up. The overriding principle is one of “fair play and commercial morality.” [23] At [2], the court held: “I also think it is important to signal to company management and liquidators alike that the court will vigilantly strive to ensure that fair play and commercial morality prevail in all insolvency matters that come to its attention.” [24] At [42], the court emphasised: “While convenience and the saving of costs are factors that would be taken into consideration, fair play and commercial morality are of paramount importance.” [25] At [38]-[39], the court observed that section 253(2)(d) (Singapore’s equivalent provision): “is also cast in broad and generous terms. “Due regard” for the creditors and contributories confers on the court a broad discretion to consider what will best serve those having a genuine vested interest in the winding up of the company.” [26] The court established several key considerations as stated below. [27] The first key factor concerns the views of majority creditors, though the court made important qualifications to this principle. At [39], the court noted that “The views of the majority creditors will be a very significant factor, though not invariably conclusive. In the final analysis, it cannot be gainsaid that the creditors are effectively funding the liquidation process.” However, the court importantly qualified this at [39], stating that “In instances where the majority creditors, whether in value or in number, are related to the company, the courts will however be vigilant to ensure that the views and rights of independent minority creditors are neither ignored nor trampled upon.” The court further explained at [52] that “If there appears to be some basis for an independent minority creditor to suggest that it is or might be marginalised or disregarded in a liquidation process besieged by the majority creditors, most of whom are related entities, the court ought to carefully assess how it can grant a platform to that creditor to vindicate its rights.” [28] The second consideration relates to the need for independent investigation into the company’s affairs. At [54], the court held that “The role of the liquidator in such cases takes on an added dimension: he wears the hat of investigator and sometimes that of “prosecutor”. He is not a mere collector of assets performing an administrative function. It stands to reason that the liquidator should not be perceived, in such cases, as having had any relationship with the company’s officers or shareholders.” The court also stated at [54] that “In my view, there is often a public interest element in such cases that may sometimes tip the scales in favour of allowing a compulsory winding up.” [29] The third factor addresses the independence and competence of the liquidators themselves. At [56], the court emphasised that “A court appointed liquidator in a compulsory liquidation, as an officer of the court, unlike a voluntary liquidator, may better serve the interests of the creditors in these circumstances.” The court further noted at [63] the importance of perceived independence, stating that “They must not only be impartial but remain above the fray at all times. It has been said repeatedly that a liquidator should not only be independent, but indeed be seen to be so.” [30] The fourth consideration involves preventing the “hijacking” of the liquidation process by interested parties. At [1], the court warned against such abuse, observing that “There are, however, instances when those responsible for running a company may choose the voluntary liquidation route, in order to “hijack” the liquidation process for reasons that may be viewed as less than legitimate. The voluntary route is a particularly tempting option when related entities of the company or its shareholders are the majority or significant creditors of the company.” The court continued by noting that “Directors may also, in certain situations, be averse to having an independent third party mount an enquiry as to the circumstances that precipitated the insolvency of the company. If the directors and management have been involved in corporate shenanigans, it can be expected that they will strenuously take steps to keep out unwelcome prying eyes.” [31] The fifth and final factor concerns ensuring that creditors are not left with a legitimate sense of grievance about the liquidation process. The court quoted approvingly from Templeman LJ in Re Southard & Co Ltd [1979]1 WLR 1198 at [39], stating that “[W]here the choice before the court is between a compulsory winding up and a voluntary winding up, the judge, after hearing the reasons of the majority and the reasons advanced by the minority, must decide whether the interests of the unsecured creditors, and in particular the interests of the independent opposing creditors, and thus the interests of the public, are likely to be better served by making a compulsory winding up order or not.” [32] These principles from Korea Asset Management establish that while the court has broad discretion, it must be exercised with paramount regard to fair play and commercial morality, ensuring that independent creditors are not left with a legitimate sense of grievance and that the liquidation process serves the genuine interests of all stakeholders rather than being hijacked for illegitimate purposes. The Seremban General Agency Case - Historical Precedent [33] Given that this is only the second such application in Malaysian legal history, it is instructive to examine the first case - In Re The Seremban General Agency, Ltd [1923) 3 FMSLR 3. In that case, the Seremban General Agency was unable by reason of its liabilities to continue business. On 3.4.1922, the company passed an extraordinary resolution for liquidation under the supervision of the court and appointed Oswald Curtis Smalley as liquidator. [34] The Internationale Crediet-en Handels Vareiniging Rotterdam, whose claim greatly preponderated over those of other creditors, filed a petition on 6.4.1922 for compulsory winding up. At the creditors’ meeting on 6.5.1922, twelve creditors were represented and all but the petitioning creditor voted to confirm Smalley as liquidator. [35] Chief Justice Woodward held that notwithstanding the resolution for voluntary winding-up, the court was entitled in its discretion to make a compulsory order at the Peition of one creditor, even though a majority voted for voluntary winding-up. The court was entitled to take into consideration the preponderance in value of the claim apart from the actual number of creditors. [36] Significantly, the learned Chief Justice found that “a prima facie case has been made out for an investigation” based on the auditor’s report which “disclosed grave irregularities in the conduct of the business.” He also considered that the petitioning creditors might be prejudiced by the fact that the liquidator resided in Singapore, out of the jurisdiction, while the company’s assets were all in Kuala Lumpur. [37] The parallels with the present case are striking: a single creditor (or group of creditors) with claims far exceeding all other creditors, questions about the liquidator’s independence and residence, and grave irregularities requiring investigation. This historical precedent supports the proposition that the court’s discretion to convert voluntary to compulsory liquidation should be exercised where creditors have legitimate grievances about the conduct of the voluntary process. ANALYSIS AND FINDINGS OF THE COURT Questionable Bona Fides [38] The evidence reveals concerning aspects of the voluntary liquidation process that call into question its bona fides. Conflicts of Interest of Appointed Liquidators [39] Andrew Heng and Ashvin Mahendran were the scheme advisors for both the 2017 Scheme and the Proposed 2023 Scheme. They had worked closely with the directors and management of THHE for years, raising serious questions about their independence. [40] The interim liquidators’ conduct demonstrated a lack of objectivity and bias in favour of the directors who appointed them. They failed to: a) Properly investigate the suspicious Declaration of Solvency for TH FAB (which showed a dramatic change from RM29.469 million deficit to RM10.525 million surplus within one month); b) Adequately examine the concerning inter-company transactions between THHE, TH FAB and UJSB; c) Consider potential preferences given the timing of charges and securities created immediately before liquidation; and d) Maintain independence by defending the directors’ actions rather than conducting impartial investigations. [41] The interim liquidators’ conduct throughout the voluntary liquidation process demonstrated a clear intention to maintain control rather than facilitate proper creditor governance. At the creditors’ meeting on 4.10.2023, Ashvin Mahendran unilaterally assumed the position of chairman despite having no statutory right to do so, held 14 proxy votes (including from related companies UJSB and TH FAB), and when challenged on procedural grounds, abruptly declared the meeting “inchoate” and terminated it without consulting creditors. This deprived creditors of their statutory rights under sections 449(7) and 450(1) of the CA 2016 to elect a chairman and nominate their choice of liquidator. When their interim appointment was due to expire on 31.1.2024, rather than facilitating a smooth transition to permanent liquidators chosen by creditors, they sought court leave in OS 574 to convene another creditors’ meeting under their control. Their conduct throughout suggests a deliberate strategy to frustrate creditors’ rights and maintain their position, rather than acting in the best interests of the creditor body as a whole. Ulterior Purpose and Lack of Bona Fides [42] The timing and manner of commencing voluntary liquidation strongly suggest an ulterior purpose. The companies withdrew their scheme applications on 11.9.2023, revealing only then that they had already commenced voluntary liquidation on 6.9.2023 and 8.9.2023. [43] This sequence of events indicates that the scheme applications appear to have been pursued to delay enforcement, the voluntary liquidation was initiated to pre-empt compulsory winding up, and the process was structured to maintain control through the appointment of liquidators with prior relationships to the companies. [44] Firstly, the scheme applications (OS 403 and OS 409) appear to have been filed as tactical manoeuvres to delay creditors’ enforcement actions, as evidenced by their timing immediately after the adverse USD63.4 million judgment on 21.7.2023, and the restraining orders sought to prevent creditors from pursuing compulsory liquidation or execution proceedings. The companies’ subsequent decision to commence voluntary winding up during the pendency of these applications appears inconsistent with their stated objectives of debt restructuring to “alleviate the risk of being wound up,” raising questions about the genuine purpose of the scheme proposals. This conduct suggests a lack of transparency, particularly given that the commencement of voluntary liquidation was not disclosed to creditors until the withdrawal proceedings, which came as a surprise to the Petitioners. [45] Secondly, the voluntary liquidation appears to have been initiated to pre-empt potential compulsory winding up proceedings, as the companies commenced winding up during the pendency of their scheme applications that were ostensibly intended to avoid such an outcome. The timing and circumstances suggest the companies may have sought to maintain control over the liquidation process by placing it in the hands of their chosen liquidators, rather than risk court-appointed liquidators in compulsory proceedings. This interpretation is supported by the sequence of asset-securing transactions between March and August 2023, including the government loan agreement, creation of various charges in favour of the Government of Malaysia, and the National Land Code charge over the Fabrication Yard created just days before the voluntary liquidation commenced. [46] Thirdly, the appointment of Andrew Heng and Ashvin Mahendran as liquidators raises concerns about independence, given their extensive prior involvement with the THHE Group as scheme advisors for both the 2017 Scheme and the Proposed 2023 Scheme, and their conduct in defending the directors’ actions rather than maintaining the neutrality expected of liquidators. The conduct of the creditors’ meeting on 4.10.2023 appears problematic, as creditors were reportedly denied opportunities to decide on the appointment of a chairman, query directors on company affairs, or nominate their choice of liquidator, with the meeting being abruptly adjourned without proper consultation. These circumstances, together with apparent procedural irregularities including the late delivery of creditor lists and the directors’ fixing of liquidator remuneration after liquidation commenced, suggest the process may have been structured to maintain directorial influence over the liquidation proceedings. [47] The creation of security interests immediately before liquidation is particularly troubling. On 28.8.2023, just days before TH FAB’s MVL commenced on 6.9.2023, a National Land Code charge was lodged over the Fabrication Yard in favour of the Government of Malaysia. The timing suggests an attempt to prefer certain creditors and ring-fence assets before liquidation commenced. Need for Independent Investigation [48] The complex web of inter-company transactions requires thorough investigation. [49] The 2017 Scheme, which was sanctioned by the High Court on 6.2.2018, contemplated that THHE would advance approximately RM84.979 million to TH FAB from proceeds raised under the scheme to enable TH FAB to settle its scheme creditors, with this advance to be recognised as an inter-company debt due by TH FAB to THHE. However, this critical inter-company advance was “not done,” raising questions about the proper implementation of the court-sanctioned scheme and the utilisation of proceeds that were specifically intended for creditor settlements. The apparent failure to execute this substantial financial component of the restructuring appears to have contributed to the compromised claims under the 2017 Scheme remaining unsatisfied, with creditors continuing to remain unpaid despite the scheme’s approval and partial implementation. [50] TH FAB’s financial position underwent a dramatic transformation from an estimated deficit of RM29.469 million as at 26.7.2023 to an estimated surplus of RM10.525 million as at 30.8.2023, representing a swing of almost RM40 million within the span of one month. This rapid change in financial position formed the basis for the Declaration of Solvency that enabled TH FAB to be placed under MVL rather than Creditors’ Voluntary Liquidation on 6.9.2023. However, by January 2024, TH FAB’s liquidators acknowledged that the company was actually insolvent and unable to pay its debts in full, with liabilities subsequently estimated at RM335.17 million, raising questions about the accuracy and sustainability of the August 2023 surplus position that underpinned the solvency declaration. [51] The OPV Project, a government contract for the supply, delivery, testing and commissioning of three Offshore Patrol Vessels (OPV) for the Malaysian Maritime Enforcement Agency, valued at RM738.9 million and described as THHE’s “maiden project in shipbuilding and ship repair” and “primary source of income,” encountered significant delivery challenges with the first of three vessels remaining undelivered by January 2023 despite being due in 2020. The delivery delays prompted investigation by the Public Accounts Committee and necessitated additional government intervention through a RM152.6 million loan injection to assist with completion of the first vessel. These circumstances appear to have contributed to the financial difficulties experienced by the THHE Group, given that the business and survival of THHE were stated to be “dependent heavily on TH FAB,” which was the entity primarily responsible for executing the OPV Project. [52] The evidence indicates that several transactions occurred in the months preceding the voluntary liquidation that warrant investigation, including TH FAB’s entry into a RM152.6 million government loan on 27.3.2023 with the stated intention to encumber the company’s assets, the creation of various fixed and floating charges in favour of the Government on the same date, and the lodgement of a National Land Code charge over the Fabrication Yard on 28.8.2023. The timing of these transactions, particularly the NLC charge being lodged just days before TH FAB was placed under MVL on 6.9.2023, raises questions about whether these arrangements may have affected the interests of general creditors. Additionally, the emergence of previously undisclosed inter-company transactions, including a purported RM73.5 million “bridging financing facility” from UJSB to TH FAB and RM21.6 million in “financial assistance” provided after the commencement of liquidation, suggests the need for further investigation to determine the true nature and effect of these arrangements on the companies’ financial positions and creditor interests. [53] As Mr. Mathews correctly submitted during oral arguments, “there is a real need for independent inquiry into all these transactions to enable the creditors some real prospect of recovery, some answers, as opposed to letting this voluntary process go on without any supervision.” [54] The situation is analogous to that in In Re The Seremban General Agency, Ltd, where the court ordered compulsory liquidation despite voluntary liquidation being in progress, recognising the need for independent investigation. Here too, the independent auditors consistently disclaimed their opinions from 2016 to 2022, stating they could not obtain sufficient audit evidence and that accounting records were not properly kept in accordance with the CA 2016. Views of Creditors [55] The Petitioners, collectively representing 74.6% of THHE’s debts by value, constitute the majority of independent creditors and wish for compulsory liquidation. This substantial creditor base places them in a position of considerable weight in the court’s determination under section 464(2)(d) of the CA 2016. [56] As established in Korea Asset Management Corporation at paragraphs [39] and [52], the views of the majority creditors will be a very significant factor, though not invariably conclusive. The Singapore High Court emphasised that where the majority creditors are related to the company, the courts will carefully assess to ensure that independent minority creditors have a platform to vindicate their rights. Conversely, where majority creditors are independent, as in this case, their views carry substantial weight in the exercise of the court’s discretion. [57] The principle of independence is crucial to this analysis. In this case, the Petitioners are independent creditors unconnected to the management or shareholders of THHE. As observed in Re Palmer Marine Surveys Ltd [1986] BCLC 106 (English HC) at 111-a, creditors who are also shareholders or connected with the former management may have less weight given to their views than those who have no interest except in their capacity as creditors. [58] NSF Engineering Sdn. Bhd. (“NSF Engineering”), another independent creditor owed RM1,088,556.80, also supports the conversion to compulsory liquidation. This adds further credence to the Petitioners’ position, demonstrating that the desire for court supervision is not confined to a single creditor group but represents a broader consensus among independent creditors. [59] During oral submissions, NSF Engineering’s counsel, Ms. Joyce Pang, emphasised the critical need for serious scrutiny through independent investigation by court-appointed liquidators. This submission aligns with the established principle in Korea Asset Management at paragraph [56], which recognises that creditors who desire court-supervised liquidation have a legitimate reason for seeking compulsory winding up, particularly where an investigation into the company’s affairs is called for. [60] The need for independent investigation is a recognised ground for conversion from voluntary to compulsory liquidation. As noted in Korea Asset Management, a court-appointed liquidator in a compulsory liquidation, as an officer of the court, unlike a voluntary liquidator, may better serve the interests of the creditors, especially where the remedy to replace the liquidators may be an unattractive proposition in view of the nature and scope of obligations of a voluntary liquidator. [61] Significantly, even Star Kris, while opposing the Petitioners’ choice of liquidators, does not oppose the conversion itself. This position is particularly telling as it represents a tacit acknowledgment that the current voluntary liquidation process is fundamentally flawed and cannot continue. [62] As confirmed during oral submissions, both Star Kris and UJSB (the majority shareholder) acknowledged that the voluntary process cannot continue with due regard to creditors’ interests. This universal acceptance among all stakeholders that the voluntary process has failed removes any meaningful opposition to the conversion application and strengthens the Petitioners’ case significantly. [63] Importantly, aside from the wishes of the Petitioners and NSF Engineering for compulsory liquidation, no other creditor or contributory of THHE has put forth any opposing view nor expressed their wish for the voluntary liquidation of THHE to continue. This absence of opposition is significant in the exercise of the court’s discretion. [64] The collective position of creditors demonstrates that this is plainly a case where the voluntary liquidation process cannot be continued with due regard to the interests of creditors within the meaning of section 464(2)(d) of the CA 2016, taking into consideration the Petitioners’ complaints and grievances stated in the Petition. [65] The overwhelming consensus among independent creditors, including the majority creditors representing 74.6% of debts and supporting independent creditors like NSF Engineering, combined with the absence of any creditor opposition to conversion and the tacit acknowledgment by all parties that the voluntary process cannot continue, presents a compelling case for conversion to compulsory liquidation. [66] This consensus is underpinned by the legitimate concerns about the need for independent investigation and proper court supervision, reflecting the fundamental principle that creditors should not be left with a legitimate sense of grievance that their interests have been disregarded in the liquidation process. CONCLUSION [67] Having considered all the evidence and circumstances comprehensively, I am satisfied that the voluntary winding up of THHE cannot be continued with due regard to the interests of the creditors or contributories within the meaning of section 464(2)(d) of the CA 2016. The breaches of statutory provisions in the voluntary liquidation process, conflicts of interest of the interim liquidators, questionable circumstances surrounding the voluntary liquidation, and the compelling need for independent investigation all point inexorably to the conclusion that compulsory liquidation under court supervision is necessary. The overwhelming consensus among independent creditors representing 74.6% of debts by value, combined with the absence of any meaningful opposition to the conversion and the tacit acknowledgment by all parties that the voluntary process has failed, presents a compelling case that the statutory test under section 464(2)(d) has been satisfied. [68] The principles of fairness and commercial morality established in Korea Asset Management, Re Palmer Marine Surveys, and other authorities require that creditors should not be left with a legitimate sense of grievance that their interests have been disregarded. The evidence clearly establishes such grievance in this case, particularly given the interim liquidators’ lack of independence, their failure to conduct proper investigations into suspicious transactions, and the apparent ulterior purpose behind the voluntary liquidation’s commencement. The conversion to compulsory liquidation is therefore the appropriate remedy to ensure that the liquidation process is conducted with proper regard to creditors’ interests and under appropriate court supervision. Accordingly, Enclosure 1 is allowed, and the Peition for compulsory winding up of THHE is granted. ENCLOSURE 86 - CONTEST FOR APPOINTMENT OF LIQUIDATORS RESPECTIVE POSITIONS OF PARTIES Star Kris’s Position [69] Star Kris contends that the Petitioners' nominees should not be appointed because their nomination is based on judgment debts currently under appeal. Specifically, they reference a judgment dated 21.7.2023 in Suit 374 where GMOS obtained judgment against THHE for USD63,419,999.00 (equivalent to RM288,719,545.45), which is now subject to an appeal filed by THHE on 14.8.2023. Star Kris argues that if this appeal succeeds, the Petitioners' status as judgment creditors would be undermined, calling into question the independence of their nominated liquidators in deciding whether to pursue or withdraw the appeal. [70] In oral submissions, Star Kris’s counsel, Mr. Raven, emphasised the central conflict issue, arguing that if the Petitioners’ nominees were appointed, there would be a question of independence regarding the pending appeal. He contended that the liquidators might simply withdraw the appeal, compromising their independence. Mr. Raven cited the case of Hew Kiang Hoe v Shencourt Properties Sdn Bhd [2011] 7 CLJ 158 (HC) for the proposition that distance should exist between the liquidator and the nominating party. [71] As an alternative submission, Mr. Raven proposed that if the court found both nominations questionable, the Official Receiver could be appointed to call a creditors’ meeting, allowing all creditors to vote on the liquidator choice. Star Kris proposes Gabriel Teo Chun of GTC Corporate Recovery as an independent alternative who would approach the liquidation impartially. Petitioners’ Position [72] The Petitioners strongly defended their nominees and countered Star Kris’s objections on multiple grounds. The Petitioners argued that their petition was not premised on judgment debts but on section 464(2)(d) of the CA 2016 for conversion to compulsory liquidation. They contended that whether judgment sums are disputed is irrelevant to the basis for conversion, and that THHE has acknowledged the judgment debts as due and owing in its list of creditors. [73] During oral submissions, the Petitioners’ counsel, Mr. Mathews, characterised Star Kris’s appeal argument as “quite simply absurd,” arguing that it would mean that “in every case, a petitioning creditor who petitions on a judgment can never have his nominee appointed if there is an appeal pending.” He cited the Court of Appeal decision in Sri Jeluda Sdn Bhd v Pentalink Sdn Bhd [2008] 3 MLJ 692, emphasising that “The fact that the respondent had lodged an appeal against the judgment merely means that he still disputed the debt. But that does not establish that the debt is bona fide disputed. The judgment has already established the contrary.” [74] The Petitioners submitted that their nominees, Mr. Lim Tian Huat and Mr. Chiang Teng Guan of Messrs. Rodgers Reidy & Co, are exceptionally well-qualified professionals with extensive experience in insolvency, restructuring and forensic practice, and access to international resources necessary for conducting the complex investigation required in this case. They argued that no evidence has been presented to suggest these nominees are unfit or would not act independently, emphasising that court-appointed liquidators are officers of the court subject to court oversight and bound by their professional duties under the CA 2016. Supporting Creditor’s Position [75] NSF Engineering supports both the Petition for compulsory winding up and the Petitioners’ choice of liquidators. During oral submissions, NSF Engineering’s counsel, Ms. Joyce Pang, distinguished the Hew Kiang Hoe case cited by Star Kris, noting that in that case there were proven breaches by the liquidator including failure to file liquidator’s accounts and failure to investigate irregular fund transfers. She emphasised that no such evidence of unfitness had been presented against the Petitioners’ nominees. [76] Ms. Pang also highlighted a significant discrepancy in Star Kris’s claimed debt, noting that while Star Kris claimed a debt of RM2 million in its Notice of Intention to Oppose, the company’s list of creditors showed Star Kris was owed only RM81,375.50. She questioned Star Kris’s bona fides and argued that if independence was truly the concern, Star Kris’s own nomination should be questioned given this debt discrepancy. Official Receiver’s Position [77] The Official Receiver, currently serving as interim liquidator, indicated during oral submissions that it would follow the court’s direction if required to make a creditors’ meeting for the Peition, effectively maintaining a neutral stance while fulfilling its duty to preserve the company’s assets pending the court’s determination. LEGAL PRINCIPLES [78] The legal framework governing the appointment of liquidators in compulsory winding-up proceedings is primarily found in section 477 of the CA 2016, which provides that “The following provisions with respect to liquidators shall have effect on a winding up order being made” and sets out a comprehensive scheme for liquidator appointments. Under section 477(1)(b), “if there is no liquidator appointed, the Official Receiver shall summon separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the Court for appointing a liquidator in the place of the Official Receiver.” The provision further empowers the court under section 477(1)(c) to “make any appointment and order required to give effect to any such determination, and, if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matter aforesaid, the Court shall decide the difference and make such order as the Court may think fit.” This discretion is to be exercised judicially, taking into account all material factors, with precedents serving as guideposts providing illumination and guidance rather than binding rules of law or practice, as established in Re STX Pan Ocean. [79] Where competing nominations for liquidator are advanced by creditors, the court retains discretion to appoint a liquidator having regard to the wishes of the majority in value, though the High Court may order the Official Receiver to first convene a creditors’ meeting before any appointment is confirmed. As held in Qi-pmc Sdn Bhd v Asia Petroleum Hub Sdn Bhd [2012] CLJU 783 (HC): “Under Rule 119 if there is a majority in value and number, then the resolution for the appointment of the Liquidator is carried... the Court is obliged to give regard to the wishes of the Creditors, all other things being equal, based on the value of the Creditors’ debt.” [80] The paramount consideration in the exercise of this discretion is the independence and impartiality of the proposed liquidator. The Federal Court in N Chanthiran a/l Nagappan v Kao Che Jen [2023] 5 MLJ 284 emphasised that the liquidator is entrusted with realising the assets of the wound up company and pay the resulting proceeds to the general body of unsecured creditors and that “it is therefore crucial for the court to ensure that a liquidator does not face unwarranted interference in the process of discharging his duties.” The principle is well-established that a liquidator must not only be independent but must be seen to be independent, with the mere existence of a relationship giving rise to an appearance of conflict being sufficient to disqualify a liquidator. [81] The court’s discretion is further guided by general principles of fairness and commercial morality which underlie the insolvency regime. As observed in Re Palmer Marine Survey Ltd [1986] BCLC 106: “The court was also entitled to take into consideration principles of fairness and commercial morality and independent creditors should not be left harbouring a strong and legitimate sense of grievance.” The fundamental question, as articulated in Green and another v SCL Group Ltd and others [2019] 2 BCLC 664 (English HC), is “what will be conducive to both the proper operation of the process of liquidation and to justice as between all those interested in the liquidation.” ANALYSIS AND FINDINGS OF THE COURT Absence of Evidence Against Petitioners’ Nominees [82] Star Kris’s objection is flawed as it has provided no evidence that the Petitioners’ nominees, Mr. Lim Tian Huat and Mr. Chiang Teng Guan of Messrs. Rodgers Reidy & Co, are unfit or unsuitable for appointment. This failure to provide substantive evidence undermines their entire challenge, as it contradicts the well-established legal principle that courts are usually minded to appoint the liquidator of the petitioning creditor’s choice, unless it can be shown that the nominee is unfit or unsuitable. [83] The court notes that Star Kris has not demonstrated why Mr. Lim Tian Huat and Mr. Chiang Teng Guan are unfit or unsuitable for the roles of liquidators. The evidence before the court establishes that these nominees are fully qualified and have the requisite experience to act as joint and several liquidators of THHE. The record demonstrates their extensive experience in insolvency practice, spanning many years in the industry, and their access to substantial resources as part of an international outfit with the manpower necessary to conduct thorough investigations into the company’s affairs. [84] The court also observes that the Petitioners’ nomination has received support from NSF Engineering, another creditor in the proceedings, which has confirmed that the nominated liquidators appear to be reputable and experts in their field, with well-equipped resources to manage the liquidation process. Significantly, NSF Engineering has noted that in the absence of any real evidence to suggest that the proposed liquidators would not act independently, there is no reason to question their professionalism. This independent endorsement from another creditor reinforces the absence of any substantive challenge to the competence, integrity, or suitability of the Petitioners’ nominees. [85] The court finds the contrast to be stark: while Star Kris has raised theoretical concerns about potential conflicts, they have failed to present any concrete evidence of actual unfitness, incompetence, or compromise. The nominees are experienced insolvency practitioners with established reputations in the field. Star Kris’s objection amounts to mere speculation rather than the substantive evidence required to displace the presumption in favour of the petitioning creditor’s choice of liquidator. [86] The burden lies on the objecting party to demonstrate why the petitioning creditor’s nominees should not be appointed. This is not merely a procedural technicality but reflects the sound policy that liquidation proceedings should not be delayed by unsubstantiated challenges to qualified professionals. The efficiency of the insolvency process depends on courts being able to appoint competent liquidators expeditiously, unless genuine concerns about fitness or suitability are raised with proper evidentiary support. [87] In the present case, Star Kris has failed to meet this evidentiary threshold. Their objection is based entirely on theoretical possibilities and speculative concerns rather than concrete evidence of unfitness or unsuitability. Such an approach, if accepted, would effectively allow any creditor to delay liquidation proceedings indefinitely by raising hypothetical objections without substantive foundation. The court cannot countenance such an outcome, particularly in a case where independent investigation is urgently needed to protect creditor interests. Acknowledgment of Debts and Company Insolvency [88] The judgment debts have been acknowledged by THHE and included in its list of creditors as required under section 440(1)(b) of the CA 2016. The voluntary liquidation itself demonstrates the company's insolvency and inability to pay debts. This acknowledgment fundamentally undermines Star Kris's characterisation of the judgment debts as “disputed” and reinforces the legitimacy of the Petitioners' standing as major creditors entitled to nominate liquidators. [89] The court notes that the judgment sum has been recognised as a debt owing to GMOS and that THHE has acknowledged the debts owed to the Petitioners as shown in THHE's List of Creditors as at 8.9.2023. This formal acknowledgment in the company's official creditors' list carries significant legal weight, as it represents the company's own admission of liability rather than a disputed claim. The inclusion of these debts in the creditors' list was not a matter of oversight or error, but constitutes deliberate recognition by THHE of its obligations to the Petitioners under both the 2017 Scheme and the subsequent judgment. Applying the principle established in Sri Jeluda Sdn Bhd v Pentalink Sdn Bhd [supra], “the fact that [THHE] had lodged an appeal against the judgment merely means that [it] still disputed the debt but does not establish that the debt is bona fide disputed. The judgment has already established the contrary.” [90] Moreover, the very fact that THHE initiated creditors' voluntary liquidation provides compelling evidence of the company's financial distress and inability to meet its obligations. The court finds that THHE's placement under CVL demonstrates that it is insolvent and unable to pay its debts. This conclusion is not merely inferential but is directly supported by the formal declarations made by THHE's directors in compliance with statutory requirements. As established in Sri Jeluda, a judgment remains “a regular and enforceable judgment” until set aside by the court, and the mere pendency of an appeal does not transform an acknowledged debt into a genuinely disputed claim for liquidation purposes. [91] The statutory framework under section 440(1) of the CA 2016 requires specific conditions to be met before a creditors' voluntary liquidation can be initiated. The evidence shows that THHE's Directors fulfilled these requirements by making a statutory declaration on 8.9.2023, explicitly stating that the company cannot continue its business by reason of its liabilities. This declaration was accompanied by the summoning of both a members' meeting and a creditors' meeting within the prescribed 30- day period, as required under section 440(1)(a) and (b) of the Act. Following Sri Jeluda principles, the court must recognise that judgments remain valid and enforceable until formally set aside, regardless of pending appeals. [92] The gravity of THHE's financial position is further demonstrated by its Statement of Affairs as of 26.7.2023, which revealed a staggering deficit of RM468.048 million. This massive shortfall between assets and liabilities provides objective, quantifiable evidence of the company's insolvency that transcends any theoretical concerns about pending appeals. The directors' statutory declaration, combined with this substantial deficit, creates an irrefutable foundation establishing the company's inability to pay its debts as they fall due. Following the principles established in Sri Jeluda, a judgment after full trial carries even greater weight than a summary judgment, and the court should not permit challenges to such judgments in winding up proceedings without evidence of fraud or collusion, which is absent in this case. [93] The court observes that the formal requirements for creditors' voluntary liquidation under the CA 2016 serve as statutory safeguards to ensure that such proceedings are only initiated when companies are genuinely unable to continue operations. THHE's compliance with these requirements, including the directors' declaration of inability to continue business by reason of liabilities, constitutes formal acknowledgment of insolvency that cannot be subsequently disputed for the purposes of challenging creditor standing. As emphasised in Sri Jeluda, “the court in which the winding up petition is filed should not go behind the judgment unless there is evidence to show that the judgment was obtained by fraud or collusion” - no such evidence exists in the present case. [94] In this context, the court finds that Star Kris's argument regarding the pending appeal appears divorced from the commercial and legal reality of the situation. The company itself has acknowledged its insolvency through formal statutory declarations, recognised the debts owed to the Petitioners in its official creditors' list, and initiated liquidation proceedings precisely because it cannot meet its financial obligations. These are not matters of opinion or interpretation but established facts evidenced by THHE's own formal admissions and statutory declarations. The Sri Jeluda precedent confirms that where a company has acknowledged debts in its creditors' list and proceeded with voluntary liquidation based on insolvency, the validity of those debts for liquidation purposes cannot be undermined by the mere existence of pending appeals. [95] The existence of an appeal against a judgment does not alter these fundamental facts or transform acknowledged debts into disputed claims for the purposes of liquidator appointment. The court notes that appeals are commonplace in commercial litigation and rarely serve to cast doubt on a company's overall financial position, particularly where that company has made formal declarations of insolvency supported by objective evidence of substantial deficits. To accept Star Kris's position would effectively mean that any appeal, regardless of merit, could undermine established creditor rights and delay essential liquidation proceedings indefinitely. This approach would contradict the established principle in Sri Jeluda that the mere filing of an appeal against a judgment does not establish that the underlying debt is bona fide disputed, and would create an unworkable precedent allowing appeals to indefinitely frustrate legitimate creditor remedies in insolvency proceedings. Misapplication of Fortuna Injunction Principles [96] Star Kris’s reliance on principles analogous to Fortuna injunctions is misplaced. Such principles prevent the initiation of winding up proceedings based on disputed debts, but here the company is already in liquidation having declared its inability to continue business by reason of its liabilities under section 440(1)(a) of the CA 2016. This fundamental misunderstanding of the applicable legal framework undermines the coherence of Star Kris’s entire argument against the Petitioners’ nominees. [97] Star Kris argued extensively that there was an “opportunity for the Respondent to file a Fortuna injunction for the amounts purportedly due and owing to the Petitioners” if the appeal against the judgment was successful. They contended that “the Petitioners’ reliance on a judgment under appeal, which is a disputed debt, could still amount to an abuse of the liquidation process” and that “in ordinary circumstances, such a debt would not be allowed to be relied upon leading to the filing of a Fortuna injunction.” Tellingly, Star Kris acknowledged the limitation of their own argument, conceding that “although the Respondent is under voluntary liquidation and is not open for it to file a Fortuna injunction, the principles of Fortuna injunction would be an important consideration as it is a like situation.” [98] This concession reveals the fatal flaw in Star Kris’s reasoning. By acknowledging that THHE cannot actually file a Fortuna injunction due to its liquidation status, Star Kris effectively admits that the principles they seek to invoke are inapplicable to the present circumstances. Fortuna injunctions are designed to prevent creditors from initiating winding up proceedings against solvent companies based on genuinely disputed debts. The underlying rationale is to protect viable companies from being forced into liquidation over debts that may ultimately be found to be invalid or unenforceable. [99] The court notes that this is fundamentally a case of category error. There is no dispute that THHE is insolvent and unable to pay its debts, as evidenced by its directors’ formal declaration under section 440(1)(a) of the CA 2016 and its voluntary entry into liquidation. Fortuna injunction principles are designed to protect solvent companies from inappropriate liquidation proceedings, not to govern liquidator appointments in companies that have already acknowledged their insolvency and commenced liquidation. [100] Moreover, the present winding-up petition is not premised on any particular judgment debt but rather on section 464(2)(d) of the CA 2016 for the conversion from voluntary to compulsory liquidation. This distinction is crucial because it demonstrates that the validity or disputed nature of any particular debt is irrelevant to the legal basis for conversion. The conversion application under section 464(2)(d) focuses on whether the voluntary winding up can be continued with due regard to the interests of creditors or contributories, not on whether specific debts are disputed. [101] The court’s task under section 464(2)(d) is to evaluate the propriety and fairness of the voluntary liquidation process itself, considering factors such as the independence of liquidators, the adequacy of investigations, and the protection of creditor interests. In this context, THHE’s acknowledgment of its insolvency and inability to continue business provides an irrefutable foundation that renders concerns about disputed debts irrelevant to the liquidator appointment decision. [102] Star Kris’s attempt to import Fortuna injunction principles into this liquidator appointment context conflates debt collection proceedings with liquidation administration. The company has already conceded its insolvency and commenced liquidation; the only question is whether that liquidation should be supervised by the court with independent liquidators, not whether liquidation itself is appropriate. The suggestion that Fortuna injunction principles should influence liquidator appointments in an already insolvent company is therefore both legally misconceived and practically irrelevant. Star Kris’s Debt Discrepancy and Questionable Bona Fides [103] The significant discrepancy in Star Kris’s own claimed debt raises serious questions about its bona fides in opposing the Petitioners’ nominees while proposing its own candidate. This dramatic inconsistency in Star Kris’s financial claims not only undermines their credibility as an objecting creditor but also ironically supports the very need for independent investigation that they seek to obstruct through their opposition to the Petitioners’ nominees. [104] The factual discrepancy is stark and unexplained. In Star Kris’s formal “Notice of Intention to Appear and Oppose,” they claimed a debt of approximately RM2 million against THHE. However, in the company’s official “list of creditors” - the very document that THHE was required to prepare under section 440(1)(b) of the CA 2016 as part of its voluntary liquidation process - Star Kris’s debt was recorded as only RM81,375.50. This represents a more than twenty-fold increase in their claimed debt, a discrepancy so substantial that it cannot be dismissed as a mere clerical error or minor accounting adjustment. [105] The court notes that this discrepancy was specifically challenged during oral submissions, where it was argued by Ms. Pang that “there is also this issue where Star Kris debt is said to go from 80,000 balloon up to 2 million. There is also a need for independent inquiry of that matter.” This challenge to Star Kris’s standing was described as a “new factual challenge” that goes directly to their legitimacy as an objecting creditor in these proceedings. [106] The implications of this discrepancy are particularly troubling when viewed in the context of Star Kris’s active opposition to independent investigation. If Star Kris’s own debt position requires “independent inquiry,” as was suggested during the hearing, then their opposition to the appointment of independent liquidators who would conduct such investigations appears self-serving rather than principled. The argument was made by Ms. Pang that “if there is a need for distancing... that Star Kris nomination cannot be considered... in view of its debt of 80,000... which has now ballooned to 2 million.” [107] This debt discrepancy issue was characterised as part of broader concerns about Star Kris’s bona fides, with specific reference made to what was termed the “Smoke and Mirrors” section of the Petitioners’ written submissions. The suggestion that Star Kris’s application might represent “smoke and mirrors” rather than genuine concern for proper liquidation procedures gains credence when considered alongside this unexplained twenty-fold increase in their claimed debt. [108] When confronted with these allegations during oral submissions, Star Kris’s response was notably defensive and evasive. Rather than providing any explanation for the dramatic discrepancy in their debt claims, counsel for Star Kris merely stated that “some allegations have been made against my client... we deny those allegations” and suggested that “this is a matter for investigation.” This response is particularly ironic given that Star Kris is simultaneously opposing the appointment of liquidators who would be responsible for conducting precisely such investigations. [109] The court finds this debt discrepancy to be a matter of significant concern for several reasons. First, it raises fundamental questions about Star Kris’s credibility and the reliability of their claims in these proceedings. Second, it suggests that Star Kris may have their own interests in avoiding independent scrutiny of debt claims, which would explain their opposition to experienced, independent liquidators. Third, it demonstrates the very type of irregularity that warrants independent investigation by qualified insolvency practitioners, thereby supporting rather than undermining the case for appointing the Petitioners’ nominees. [110] The timing and context of Star Kris’s dramatically increased debt claim also warrant scrutiny. The substantial increase from the amount acknowledged by the company to the amount claimed in opposition proceedings suggests potential opportunism rather than legitimate creditor concern. [111] In light of these circumstances, Star Kris’s opposition to the Petitioners’ nominees appears to be motivated by self-interest rather than principled concern for proper liquidation procedures. The court cannot ignore the possibility that Star Kris’s true objective may be to avoid the type of independent investigation that their own debt discrepancy so clearly warrants. Qualifications and Experience of the Petitioners’ Nominees [112] The Petitioners’ nominated liquidators demonstrate substantial qualifications and experience essential for handling this complex liquidation. Mr. Lim Tian Huat and Mr. Chiang Teng Guan are both partners of Rodgers Reidy & Co, a firm specialising in insolvency, restructuring and forensic services. Both individuals possess extensive experience in insolvency practice, with many years of expertise in the field. Their professional backgrounds include several successful liquidations where they have demonstrated competence in handling liquidation processes efficiently and effectively. [113] The firm’s international structure provides significant advantages for this case. As part of an international outfit, Rodgers Reidy & Co gives Mr. Lim Tian Huat and Mr. Chiang Teng Guan access to substantial resources and manpower necessary to manage complex liquidation processes and conduct thorough investigations into THHE’s affairs. This resource availability is particularly crucial given the scale and complexity of the issues requiring investigation. [114] NSF Engineering, as a supporting creditor, confirmed that the Petitioners’ nominated liquidators “appear to be reputable and experts in their field, with well-equipped resources to manage the liquidation process.” Importantly, there is no affidavit evidence suggesting that Rodgers Reidy would be unable to carry out their duties independently, addressing concerns about potential bias or conflict. Need for Sophisticated Investigation Capabilities [115] The complexity of this case demands liquidators with specific expertise in forensic investigation and sophisticated financial analysis. The evidence reveals multiple areas requiring detailed investigation. [116] The independent auditors consistently disclaimed their opinions on THHE’s financial statements from 2016 to 2022, citing inability to obtain sufficient appropriate audit evidence. The auditors reported that accounting records were not properly kept in accordance with the CA 2016, raising fundamental questions about the reliability of financial information. [117] The case involves dramatic and unexplained changes in financial positions of related companies, including the emergence of substantial, previously undisclosed inter-company debts. For example, THHE’s debt to UJSB suddenly increased from RM989,069.01 to RM42.3 million, while complex arrangements emerged regarding a “bridging financing facility” from UJSB to TH FAB that was not properly recorded in accounting books. [118] The timing and nature of various securities and charges created over THHE and TH FAB’s assets immediately before the voluntary liquidation suggest possible undue preferences. The securitisation of company assets and questionable circumstances surrounding the commencement of voluntary liquidation require forensic analysis to determine whether these transactions constituted wrongful preferences. [119] The case involves complex arrangements including the proposed disposal of valuable assets (the Fabrication Yard and TDSB) to UJSB under the failed Proposed 2023 Scheme, Government loans, and intricate corporate structures spanning multiple entities. These require liquidators with experience in untangling sophisticated corporate arrangements. [120] These investigation requirements constitute sufficient prima facie evidence raising issues which rational creditors could think need investigation and further action by appropriately qualified liquidators. Resource Requirements and Firm Capabilities [121] The scale of this liquidation demands substantial resources that only an established firm can provide. Rodgers Reidy & Co’s international network provides access to specialised expertise in forensic accounting, complex corporate investigations, and multi-jurisdictional asset tracing that may be necessary given the scope of the company’s operations and relationships. [122] The firm’s specialisation in restructuring and forensic services directly aligns with the investigation needs of this case. Unlike general practice liquidators, specialists in forensic work have the specific skills needed to analyse complex financial arrangements, trace asset movements, and identify potential recoveries for creditors. [123] The resources available through an international firm also provide the capacity to handle the substantial workload efficiently. This case involves reviewing years of financial records, analysing multiple inter-company relationships, investigating the circumstances of the voluntary liquidation, and potentially pursuing recovery actions - all requiring significant professional time and expertise. Concerns About Alternative Procedures [124] The practical difficulties of convening creditors’ meetings for liquidator selection would create significant delays and costs that would ultimately harm creditor interests. This was previously a listed company and remains a public company with hundreds of shareholders and creditors. Expecting the Official Receiver to summon separate meetings of creditors and contributories would be unfair, unrealistic, and onerous. [125] The creditors’ meeting process would inevitably result in disputes between creditors and contributories over liquidator selection. Additional conflicts would arise over debt valuations, particularly given the complex debt structures and disputed amounts in this case. These disputes would delay the essential investigation work and liquidation exercise. [126] Rather than resolving the liquidator appointment efficiently, a creditors’ meeting process would likely generate further applications to court when parties disagree with the meeting’s outcome. This would perpetuate unnecessary litigation and increase costs that ultimately burden the company’s limited assets. [127] The creditors’ meeting process would require determining the value to be attached to various proof of debts, including disputed amounts and complex inter-company arrangements. These valuation disputes would further complicate and delay the process without serving the fundamental need for immediate investigative work. [128] The extended process of meetings, disputes, and potential subsequent court applications would incur substantial additional costs that would reduce the funds available for distribution to creditors. These costs work against the very interests the creditors seek to protect. [129] The court-supervised appointment of qualified private liquidators with immediate effect serves the creditors’ interests by ensuring that essential investigative work begins promptly with appropriately qualified professionals, avoiding the delays and additional costs inherent in the creditors’ meeting process while still maintaining judicial oversight of the liquidation proceedings. Court Oversight and Professional Duties [130] An important consideration raised during oral submissions is that court-appointed liquidators are officers of the court and subject to court oversight. During the hearing, Mr. Mathews explicitly emphasised that liquidators “are going to be officers of the court” and that “decisions of the liquidator are reviewable by the High Court,” with creditors and contributories able to “apply for leave” to challenge or set aside such decisions if concerned about any liquidator actions, including decisions regarding appeals. [131] The court recognises that the Petitioners’ nominees will be bound by their professional duties and obligations as liquidators under the CA 2016 and will be accountable to the court for their actions. Their fundamental duty is to act in the best interests of creditors as a whole, not to favour any particular creditor. The same approach was endorsed by the Federal Court in N Chanthiran a/l Nagappan v Kao Che Jen, which noted that a liquidator’s mandate is to realise the company’s assets for the collective benefit of unsecured creditors and to do so without outside interference, maintaining strict objectivity, impartiality and independence throughout. [132] The court further notes that professional liquidators of the standing of Mr. Lim Tian Huat and Mr. Chiang Teng Guan would not jeopardise their professional reputation and standing by acting inappropriately. Authorities such as Green v SCL Group Ltd and related decisions confirm that a liquidator must demonstrably serve the collective interests of creditors and diligently examine every claim. Professional standards require liquidators to cultivate a reputation for fairness - treating all creditors even-handedly - while carrying out their duties with meticulous transparency that earns the trust of all parties. [133] As explained above, the court must deal with actual evidence rather than hypothetical concerns about potential bias. Star Kris's objection to the Petitioners' nominees was primarily based on speculative concerns that the existence of a pending appeal creates an "apparent conflict" of interest, without providing any affidavit evidence to suggest the nominated liquidators would be unable to carry out their duties independently. The Petitioners rightly observed that this argument lacks legal foundation, particularly since Star Kris has not demonstrated why the nominees are unfit or unsuitable for their roles, and there is no legal proposition that a petitioning creditor with a judgment under appeal can never have their nominee appointed. The court notes that accepting such a proposition would create an untenable precedent whereby any appeal against a judgment debt would automatically disqualify a judgment creditor's nominees, regardless of their qualifications or the absence of evidence of actual impropriety, thereby undermining the established approach that petitioning creditors' nominees should ordinarily be appointed unless good reason is shown why they should not be. [134] Moreover, the robust oversight mechanisms available in court-supervised liquidations provide adequate safeguards against any potential concerns. The reviewability of liquidator decisions by the High Court and the ability of creditors to apply for directions ensure that any inappropriate conduct can be promptly addressed through proper judicial channels rather than through speculative disqualification based on hypothetical conflicts. CONCLUSION [135] The court finds that Star Kris’s objection to the Petitioners’ nominees lacks both legal foundation and evidentiary support. Most fundamentally, Star Kris has failed to present any evidence demonstrating that Mr. Lim Tian Huat and Mr. Chiang Teng Guan are unfit or unsuitable for appointment as liquidators, which represents a complete failure to meet the basic threshold required to displace a petitioning creditor’s choice. Their objection rests entirely on speculative concerns about a pending appeal, misapplied Fortuna injunction principles that have no relevance to an already insolvent company in liquidation, and a dramatic unexplained discrepancy in their own debt claims that raises serious questions about their bona fides as an objecting creditor. The court cannot accept theoretical possibilities and hypothetical conflicts as sufficient grounds to reject qualified, experienced insolvency practitioners in favor of a process that would inevitably delay essential investigative work and increase costs to the detriment of creditor interests. [136] In contrast, the Petitioners’ nominees possess the qualifications, experience, and resources necessary to conduct the complex investigation required in this case, with strong support from independent creditors and no substantive evidence of unfitness. The court is satisfied that Mr. Lim Tian Huat and Mr. Chiang Teng Guan, as court-appointed liquidators and officers of the court, will be bound by their professional duties under the CA 2016 and subject to judicial oversight that provides adequate safeguards against any potential concerns. The principles of fairness and commercial morality that underlie the insolvency regime demand that creditors with legitimate grievances should not be denied their choice of qualified liquidators based on unsubstantiated speculation, particularly where the alternative proposed would serve the interests of parties whose own conduct is under investigation. Accordingly, the court rejects Star Kris’s application and confirms the appointment of the Petitioners’ nominees as joint and several liquidators of THHE.

[137] Upon Enclosure 1 being allowed and the dismissal of Enclosure 86, the court orders as follows: a) That THHE be wound up by the court under Section 464(1) of the CA 2016; b) that Mr. Lim Tian Huat and Mr. Chiang Teng Guan be appointed as joint and several liquidators of THHE; c) that costs of this Petition and all expenses incurred by the Petitioners in the sum of RM50,000.00 be paid out of the assets of THHE; and d) that costs and all expenses incurred by the Petitioners in OS 574 in the sum of RM100,000.00 be paid out of the assets of THHE. 23 June 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court Counsel: For the Petitioners: David Mathews with Olivia Loh, Koh Jo Vin, Lai Ann Xing and Yeong Wen Yan (Messrs Mathews Hun Lachimanan) For the Supporting Creditor – NSF Engineering Sdn Bhd: Joyce Pang (Messrs Joyce Pang) For the Opposing Creditor – Star Kris Services Sdn Bhd: S Raven with Danial Hazizan (Messrs S. Ravenesan) For the Official Receiver Franky Irwan Abdul Rashid with Wardah Nasuha (Jabatan Insolvensi Malaysia) For Urusharta Jammah Sdn Bhd Rishwant Singh (Messrs Cecil Abraham & Partners)