Jagjit Singh Gill v Shencourt Sdn. Bhd. (dalam Penggulungan) (W-02(A)-1998-10/2022)

PANG YEW FATT (NRIC NO: 570216-10-5571) ... RESPONDENTS (HEARD TOGETHER WITH) IN THE COURT OF APPEAL OF MALAYSIA (APPELLATE JURISDICTION) CIVIL APPEAL NO: W-02(A)-1998-102022

TETUAN PUTRA GILL (A FIRM) ... APPELLANTS AND SHENCOURT SDN. BHD. (CO. NO.: LL06165) (IN LIQUIDATION) ... RESPONDENT [In the High Court of Malaya in Kuala Lumpur Post Winding Up No.: WA-28PW-390-10/2020 Company (Winding Up) No.: D4-28-44-2002

Hew Kiang How

May De Selva a/p John De Selva ... Petitioners And Shencourt Properties Sdn Bhd (Co. No.:245996-T) ... Respondent Shencourt Sdn. Bhd. (Co. No.: 197355-K) (In Liquidation) ... Applicant] CORAM: NANTHA BALAN A/LES. MOORTHY, JCA WONG KIAN KHEONG, JCA AHMAD KAMAL BIN MD. SHAHID, JCA

The above two appeals (2 Appeals) discuss, among others, a novel question of law, namely, whether a meeting of creditors of a wound up company can lawfully appoint a "Committee of Inspection" (COI) to act with the liquidator of the wound up company, without the liquidator convening a meeting of contributories of the wound up company to decide whether a COI should be appointed.

Shencourt Properties Sdn. Bhd. (Wound Up Company) was wound up by an order of the High Court (Winding Up Court) on 19.4.2002.

On 4.2.2004, Mr. Ricky Thong Yew Fook (Mr. Thong) was appointed as the liquidator for the Wound Up Company. Dato' Narendrakumar a/l Chunilal Rugnath (Dato' Narendrakumar) was subsequently appointed on 26.4.2011 as a joint liquidator of the Wound Up Company (together with Mr. Thong). This judgment shall refer to both Mr. Thong and Dato' Narendrakumar as the "Joint Liquidators (Wound Up Company)".

Shencourt Sdn. Bhd. (in liquidation) (SSB) filed a proof of debt (SSB's $ 1^{\mathrm{st}} $ POD) with the Joint Liquidators (Wound Up Company) but SSB's $ 1^{\mathrm{st}} $ POD was rejected by the Joint Liquidators (Wound Up Company) on 15.1.2018 [Joint Liquidators' Rejection (SSB's $ 1^{\mathrm{st}} $ POD)].

Messrs Putra Gill (Messrs PG), a law firm, had filed a POD in the liquidation of the Wound Up Company (Messrs PG's POD). On 3.12.2018, the Court of Appeal had admitted Messrs PG's POD [Court of Appeal's Order (Admission of Messrs PG's POD)]. An application to the Federal Court had been made by the Wound Up Company for leave to appeal against the Court of Appeal's Order (Admission of Messrs PG's POD) [Wound Up Company's Federal Court Leave Application (Admission of Messrs PG's POD)].

On 18.1.2019, the Court of Appeal-

removed the Joint Liquidators (Wound Up Company); and

appointed the Official Receiver (OR) as the liquidator for Wound Up Company [Court of Appeal's Order (18.1.2019)].

On 24.9.2019, the OR issued a notice for the convening of a meeting of the creditors of the Wound Up Company on 17.10.2019 [Creditors' Meeting (17.10.2019)]. The main agenda for the Creditors' Meeting (17.10.2019) was to decide on whether a COI comprising of creditors of the Wound Up Company (Creditors' COI), should be formed or not.

The OR did not serve the notice of the Creditors' Meeting (17.10.2019) on SSB.

At the Creditors' Meeting (17.10.2019) -

a resolution had been passed to appoint a Creditors' COI [Resolution (Creditors' COI)] comprising of the following creditors-

Mr. Jagjit Singh Gill (Mr. Jagjit), the second respondent in Civil Appeal no. W-02(A)-1852-09/2022 $ (1^{st}$ Appeal);

Mr. Bong Lep Siong;

Mr. Yong Yow Khong, the third respondent in the $ 1^{\mathrm{st}} $ Appeal $ [3^{\mathrm{rd}} $ Respondent ( $ 1^{\mathrm{st}} $ Appeal)];

Mr. Ker Cheng Hoo, the fourth respondent in the $ 1^{\mathrm{st}} $ Appeal $ [4^{\mathrm{th}} $ Respondent $ (1^{\mathrm{st}} $ Appeal)]; and

Mr. Pang Yew Fatt, the fifth respondent in the $ 1^{st} $ Appeal $ [5^{th} $ Respondent ( $ 1^{st} $ Appeal) ] All the members of the Creditors' COI shall be referred collectively in this judgment as the "Members (Creditors' COI)"; and

the OR informed the Creditors' Meeting (17.10.2019) that in view of s 241(2) of the Companies Act 1965 [CA (1965)] the formation of the Creditors' COI was subject to the approval of the meeting of the contributories of the Wound Up Company (Contributories' Meeting). We shall refer to this OR's statement in the Creditors' Meeting (17.10.2019) as the "OR's Reservation".

On 17.10.2019, the Contributories' Meeting did not proceed due to a lack of quorum. Thereafter, the OR did not hold a Contributories' Meeting to approve the formation of the Creditors' COI.

On 21.10.2019, a meeting of the Creditors' COI was held [Creditors' COI Meeting (21.10.2019)]. Mr. Jagjit chaired the Creditors' COI Meeting (21.10.2019) and a resolution was passed which directed the OR to withdraw immediately all ongoing civil matters in court related to the Wound Up Company [Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company)].

Based solely on the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company), Messrs PG filed an application in the Federal Court to strike out the Wound Up Company's Federal Court Leave Application (Admission of Messrs PG's POD) [Messrs PG's Striking Out Application (Wound Up Company's Federal Court Leave Application)]. On 28.7.2020, the Federal Court allowed with costs Messrs PG's Striking Out Application (Wound Up Company's Federal Court Leave Application) [Federal Court's Decision (28.7.2020)].

SSB filed with the OR a second POD on 29.9.2020 and 6.11.2020 (SSB's $ 2^{n d} $ POD). With regard to SSB's $ 2^{n d} $ POD-

on 30.5.2022, the OR rejected SSB's $ 2^{n d} $ POD [OR's Rejection (SSB's $ 2^{n d} $ POD)]; and

SSB had appealed to the Winding Up Court on 28.6.2022 against the OR's Rejection (SSB's $ 2^{n d} $ POD) {SSB's Appeal [OR's Rejection (SSB's $ 2^{n d} $ POD)]}. We have been informed by SSB's learned counsel that-

SSB's Appeal [OR's Rejection (SSB's $ 2^{\mathrm{nd}} $ POD)] had been dismissed by the Winding Up Court [Winding Up Court's Decision (SSB's $ 2^{\mathrm{nd}} $ POD)]; and

SSB had appealed to the Court of Appeal against the Winding Up Court's Decision (SSB's $ 2^{\mathrm{nd}} $ POD) [SSB's Appeal to Court of Appeal (SSB's $ 2^{\mathrm{nd}} $ POD)]. At the time of our decision, SSB's Appeal to Court of Appeal (SSB's $ 2^{\mathrm{nd}} $ POD) is still pending. C. Proceedings in the Winding Up Court

SSB filed a notice of motion on 19.10.2020 in the Winding Up Court (SSB's Application). SSB's Application prayed for the following orders, among others:

an order that the Creditors' Meeting (17.10.2019) is invalid [Prayer 1 (SSB's Application)];

an order that all resolutions and/or decisions made at the Creditors' Meeting (17.10.2019) and Creditors' Meeting (21.10.2019), are invalid, including -

the Resolution (Creditors' COI); and

Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company) [Prayer 2 (SSB's Application)];

an order that the purported Creditors' COI comprising of the Members (Creditors' COI), is invalid [Prayer 3 (SSB's Application)];

an order that the Creditors' COI Meeting (21.10.2019) and any other meeting of the Creditors' COI, and all resolutions passed at such meetings, are invalid [Prayer 4 (SSB's Application)];

in the event that the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company) is found to be valid, an order that the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company) is of no effect and/or is not binding on the OR [Prayer 5 (SSB's Application)]; and

the OR and/or liquidator of the Wound Up Company be directed to take all necessary steps to reverse the consequences of the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company) [Prayer 6 (SSB's Application)].

Messrs PG filed a notice of motion on 4.12.2020 in the Winding Up Court (Messrs PG's Application). Messrs PG's Application prayed for the following orders, among others:

an order to strike out SSB's Application; and

costs of Messrs PG's Application shall be paid personally by the liquidator of SSB to Messrs PG.

On 20.9.2022, the Winding Up Court decided as follows:

with regard to SSB's Application-

Prayer 1 (SSB's Application) was dismissed;

Prayer 2 (SSB's Application), Prayer 3 (SSB's Application), Prayer 4 (SSB's Application) and Prayer 6 (SSB's Application) were granted;

Prayer 5 (SSB's Application) had become academic and was therefore dismissed;

an order that the formation of the Creditors' COI and the appointment of the Members (Creditors' COI) shall not be determined until a Contributories' Meeting has taken place or alternatively, s 241 CA (1965) has been effectively complied with; and

no order as to costs [Winding Up Court's Decision (SSB's Application)]; and

Messrs PG's Application was dismissed with no order as to costs. D. The 2 Appeals

The 2 Appeals are -

the $ 1^{\mathrm{st}} $ Appeal was SSB's appeal to the Court of Appeal against the Winding Up Court's dismissal of Prayer 1 (SSB's Application); and

Civil Appeal no. W-02(A)-1998-10/2022 had been lodged by Mr. Jagjit and Messrs PG against the granting of Prayer 2 (SSB's Application), Prayer 3 (SSB's Application), Prayer 4 (SSB's Application) and Prayer 6 (SSB's Application) by the Winding Up Court $ \mathbf{2^{nd}} $ Appeal).

The 2 Appeals were heard together in the Court of Appeal.

The $ 4^{\mathrm{th}} $ Respondent ( $ 1^{\mathrm{st}} $ Appeal) did not appoint solicitors to act for him in the $ 1^{\mathrm{st}} $ Appeal. Nor was the $ 4^{\mathrm{th}} $ Respondent present during the hearing of the 2 Appeals.

It is clear from s 619(6) 2016 [CA (2016)] that the provisions of CA (1965) [not CA (2016)] shall apply to the 2 Appeals. This is because the Wound Up Company was wound up pursuant to CA (1965) [before the enforcement of CA (2016)]. Reproduced below is s 619(6) CA (2016): "s 619. General transitional provisions

A company which is in the course of winding up immediately before the commencement of this Act shall continue to be wound up under the relevant provisions in the [CA (1965)]." (emphasis added). F. Issues

In addition to the novel question of law stated in the above paragraph 1, the following issues shall be determined in these 2 Appeals:

did SSB have a right to file SSB's Application and the $ 1^{\mathrm{st}} $ Appeal?;

whether Messrs PG is presently a creditor of the Wound Up Company and is thereby entitled to proceed with the $ 2 ^{n d} $ Appeal;

was SSB required to obtain leave of the Winding Up Court for the filing of SSB's Application?; and

whether SSB was estopped by the Federal Court's Decision (28.7.2020) from proceeding with SSB's Application and the $ 1^{\mathrm{st}} $ Appeal. G. Does SSB have a right to file SSB's Application and the $ 1^{\mathrm{st}} $ Appeal?

Section 279 CA (1965) states as follows: "s 279. Appeal against decision of liquidator Any person aggrieved by any act or decision of the liquidator may apply to the Court which may confirm, reverse or modify the act or decision complained of and make such order as it thinks just." (emphasis added). Section 279 CA (1965) is in pari materia with the present s 517 CA (2016).

It is not disputed that SSB is a contributory of the Wound Up Company. As such, SSB was "aggrieved" by the OR's "act or decision" with regard to the Creditors' Meeting (17.10.2019), all the resolutions, decision, acts and consequences which arose from the Creditors' Meeting (17.10.2019) and Creditors' Meeting (21.10.2019). It is thus clear that SSB had the right under s 279 CA (1965) to file -

SSB's Application; and

the $ 1^{\mathrm{st}} $ Appeal.

We have not overlooked the submission by learned counsel for Mr. Jagjit, $ 3^{rd} $ Respondent ( $ 1^{st} $ Appeal), $ 5^{th} $ Respondent ( $ 1^{st} $ Appeal) and Messrs PG, that SSB had no locus standi to file SSB's Application and the $ 1^{st} $ Appeal because SSB was not a creditor of the Wound Up Company. This contention is premised on the following two grounds:

SSB did not appeal to the Winding Up Court against the Joint Liquidators' Rejection (SSB's $ 1^{\mathrm{st}} $ POD) pursuant to r 93 of the Companies (Winding Up) Rules 1972; and

OR's Rejection (SSB's $ 2^{\mathrm{nd}} $ POD) which was affirmed by the Winding Up Court's Decision (SSB's $ 2^{\mathrm{nd}} $ POD). At this juncture, we express no view on whether SSB is a creditor of the Wound Up Company because-

by virtue of the Court of Appeal's Order (18.1.2019), the Joint Liquidators' Rejection (SSB's $ 1^{\mathrm{st}} $ POD) may not valid; and

SSB's Appeal to Court of Appeal (SSB's $ 2^{\mathrm{n d}} $ POD) is still pending. As explained in the above paragraph 23, the fact that SSB is a contributory of the Wound Up Company, ipso facto, conferred a right on SSB under s 279 CA (1965) to file SSB's Application and the $ ^{1 s t} $ Appeal. H. Whether Messrs PG is presently a creditor of the Wound Up Company

After the Federal Court's Decision (28.7.2020), the OR had paid in full Messrs PG's POD. Consequently, Messrs PG has no right to continue with the $ 2^{\mathrm{nd}} $ Appeal. On this ground alone, we dismiss the $ 2^{\mathrm{nd}} $ Appeal with costs. I. Was SSB required to obtain leave of the Winding Up Court for the filing of SSB's Application?

After the Winding Up Court's Decision (SSB's Application), on 17.5.2023, Nallini Pathmanathan FCJ delivered a judgment in the Federal Court case of N Chanthiran a/I Nagappan v Kao Che Jen [2023] 5 MLJ 284.

Premised on Chanthiran, learned counsel for Mr. Jagjit, $ 3^{rd} $ Respondent ( $ 1^{st} $ Appeal), $ 5^{th} $ Respondent ( $ 1^{st} $ Appeal) and Messrs PG, had raised a preliminary objection that the $ 1^{st} $ Appeal was not competent because SSB had not obtained leave of the Winding Up Court to file SSB's Application and the $ 1^{st} $ Appeal (PO).

We dismiss the PO with costs on the following grounds:

Chanthiran can be easily distinguished from this case because-

in Chanthiran, at [5], a contributory of the company had filed a suit against a liquidator as follows- [5] The present appeal arose from an application by the contributory dated 6 April 2018, where the contributory claimed that the liquidator had failed to perform his duties and accordingly sought a court order to compel the liquidator to do the following:

to call a creditors' meeting within seven days of the court order;

to invite all the company's creditors to submit their proofs of debt;

to disclose the name of the company's trust account, the name of the bank that maintains the said account, any payments into the said account and the collection of debts from a list of purported debtors;

to show the steps taken by the liquidator in the liquidation process; and

to disclose all the expenses incurred in the liquidation process and the purpose of the said expenses." (emphasis added); and

Chanthiran did not concern an appeal pursuant to s 279 CA (1965) to the Winding Up Court by a party aggrieved by an act or decision of a liquidator. In fact, there was no discussion of s 279 CA (1965) in Chanthiran. If we have applied Chanthiran and upheld the PO, this would have rendered nugatory s 279 CA (1965); and

the Federal Court in Chanthiran did not decide that Chanthiran had retrospective effect. In Wong Weng Foo v Residensi Laguna Joint Management Body & Ors [2024] MLJU 3559, the Court of Appeal applied Chanthiran retrospectively [Court of Appeal's Decision (Wong Weng Foo)]. The Federal Court granted leave to appeal against the Court of Appeal's Decision (Wong Weng Foo) on six questions of law, one of which concerned whether Chanthiran had retrospective effect [Federal Court's Leave (Wong Weng Foo)]. We reproduce below the fourth question of law (for which leave of the Federal Court had been granted) - "4. Whether the Federal Court's decision in the case of N Chanthiran a/I Nagappan v Kao Che Jen [2023] 5 MLJ 284 applies retrospectively to the leave stage when the proceedings have ended at the Winding Up Court." (emphasis added). On 19.5.2025 (after the oral hearing of these 2 Appeals on 23.4.2025), the Federal Court allowed the appeal and reversed the Court of Appeal's Decision (Wong Weng Foo) [Federal Court's Decision (Wong Weng Foo)] . As a matter of stare decisis, we are bound by the Federal Court's Decision (Wong Weng Foo). Accordingly, Chanthiran cannot apply retrospectively to SSB's Application. In other words, SSB was not required to obtain leave of the Winding Up Court to file SSB's Application and the $ ^{1 \mathrm{st}} $ Appeal. J. Whether SSB was estopped by the Federal Court's Decision (28.7.2020) from proceeding with SSB's Application and the 1 $ ^{st} $ Appeal

Learned counsel for Mr. Jagjit, $ 3^{\mathrm{rd}} $ Respondent ( $ 1^{\mathrm{st}} $ Appeal), $ 5^{\mathrm{th}} $ Respondent ( $ 1^{\mathrm{st}} $ Appeal) and Messrs PG, had contended that by virtue of the second limb of res judicata doctrine, namely, the issue estoppel principle, SSB was estopped by the Federal Court's Decision (28.7.2020) from proceeding with SSB's Application and the 1 $ ^{st} $ Appeal.

We are of the view that the Federal Court's Decision (28.7.2020) does not estop SSB's Application and the $ 1^{\mathrm{st}} $ Appeal. Our reasons are as follows:

the effect of the Federal Court's Decision (28.7.2020) was merely to affirm the Court of Appeal's Order (Admission of Messrs PG's POD), namely, the admission of Messrs PG's POD; and

as discussed in paragraph 32 below, SSB's Application should be allowed on the ground that the mandatory provision of s 241(2) CA (1965) had not been complied with in this case. It is trite law that the case law equitable doctrine of res judicata (which includes the issue estoppel principle) cannot estop the application of a mandatory statutory provision [such as s 241(2) CA (1965)]. Suffice it for us to rely on the following judgment of the Court of Appeal in Sabah Development Bank Bhd v TYL Land & Development Sdn Bhd [2024] 6 MLJ 433, at [46(1)]: [46] With respect, the learned JC [Judicial Commissioner] committed an error of law in deciding that the Bank was estopped from denying the contents of the 4 PODs [Proofs of Debt] in this case ( $ 4^{th} $ Legal Error). The $ 4^{th} $ Legal Error is as follows:

the doctrine of equitable estoppel is premised on case law and cannot bar the effect of s 524(1)(a), (b) and (2) CA [Companies Act 2016] read with Paragraphs 13 and 15 [paragraphs 13 and 15 of Schedule C to the Insolvency Act 1967]. It is decided in the High Court case of Jambatan Merah Sdn Bhd (in liquidation) v Public Bank Bhd [2016] 1 CLJ 811, at [78], as follows- [78] In respect of the Defendant's purported right to exercise remedy as a chargee under s 271(1)(a) NLC, it is trite law that there can be no application of the issue estoppel doctrine against the operation of a statutory provision (in this case, the application of s 270(1)(a) NLC). I cite the following cases:

in Hotel Ambassador (M) Sdn Bhd v Seapower (M) Sdn Bhd [1991] 1 MLJ 404, at 407, Hashim Yeop Sani CJ (Malaya) held in the Supreme Court as follows- "On the question of issue estoppel we agree with the learned judge that on the facts of this case the appellants cannot invoke the doctrine of issue estoppel. There can be no estoppel as against statutory provisions." (emphasis added);

Thomas CJ decided as follows in the Court of Appeal of the Federated Malay States in Puran Singh v Kehar Singh [1939] 1 MLJ 71, at 75- "The main question argued at the appeal was that the learned trial Judge having held that the registration of Kehar Singh as proprietor of certain lands had been obtained by means of an insufficient or void instrument, viz., an invalid power of attorney, and that it was in consequence void under section 42 (iii) of the Land Code, he was wrong in holding that the plaintiff was estopped by his conduct from objecting to the registration. In support of this contention he cited Borrow's case (1880) 14 ChD 432 in which it is stated by Bacon, V.C., in the course of his judgment that: "the doctrine of estoppel cannot be applied to an Act of Parliament. Estoppel only applies to a contract inter partes and it is not competent to parties to a contract to estop themselves or anybody else in the face of an Act of Parliament." This view is followed in the case of Abdul Aziz v Kanthen Mallik 38 ILR Cal 512 515 in which at page 515 a long list of authorities has been set out. The Court there decided that it was not prepared to accede to the argument that the principle of estoppel overrides the provisions of either section 78 of the Land Registration Act or section 60 of the Bengal Tenancy Act. .. So far as this is an argument on the question of estoppel it cannot in my opinion succeed, since it is only another way of saying that acts of the parties inter se can amount to an estoppel in respect of an Enactment." (emphasis added); and

in Re Salvage Engineers Ltd [1962] 128 MLJ 438, at 440, Ong J (as he then was) held in the High Court- "There can be no estoppel against the operation of a statute." (emphasis added).

We reproduce below s 241 CA (1965): "s241. Meetings to determine whether committee of inspection to be appointed

The liquidator may, and shall, if requested by any creditor or contributory, summon separate meetings of the creditors and contributories for the purpose of determining whether or not the creditors or contributories require the appointment of a committee of inspection to act with the liquidator, and if so who are to be members of the committee.

If there is a difference between the determinations of the meetings of the creditors and contributories, the Court shall decide the difference and make such order as it thinks fit." (emphasis added). The provisions of s 241(1) and (2) CA (1965) are now enacted in paragraphs 1 and 2 respectively of the Tenth Schedule to the CA (2016).

We have no hesitation to decide that reading together s 241(1) and (2) CA (1965) in a harmonious manner, for a liquidator of a wound up company to form a COI to act with the liquidator-

the liquidator shall convene both creditors' meeting and contributories' meeting (to be held separately) - please refer to s 241(1) CA (1965); and

as required by s 241(2) CA (1965), if there is a "difference between the determinations of the meetings of the creditors and contributories", the Winding Up Court "shall decide the difference and make such order as it thinks fit". If we have accepted the construction of s 241(1) CA (1965) only as advanced by learned counsel for Mr. Jagjit, $ 3^{rd} $ Respondent $ (1^{st} $ Appeal), $ 5^{th} $ Respondent $ (1^{st} $ Appeal) and Messrs PG [without considering the mandatory effect of s 241(2) CA (1965)]-

this will render redundant s 241(2) CA (1965); and

a Creditors' COI can be formed without the approval of the Contributories' Meeting. This may cause irreparable prejudice to the wound up company's contributories. Conversely, a contributories' COI may be formed without the approval of the wound up company's creditors and such an event may cause injustice to the wound up company's creditors. The above decision is fortified by the OR's Reservation, of which Mr. Jagjit (and consequently, Messrs PG) had actual knowledge. Accordingly, without the approval of the Contributories' Meeting-

the formation of the Creditors' COI in this case by way of the Resolution (Creditors' COI), is invalid; and

(ii) all Creditors' COI meetings, including the Creditors' COI Meeting (21.10.2019), are unlawful;

(iii) all resolutions and decisions made at all Creditors' COI meetings, including the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company), are invalid; and

(iv) all action taken pursuant to all resolutions and decisions made at all Creditors' COI meetings, including the Resolution (OR's Withdrawal of Proceedings regarding Wound Up Company), are unlawful.

In view of our reasons explained in the above paragraph 32, the Winding Up Court had erred in law by dismissing Prayer 1 (SSB's Application). L. Outcome of the 2 Appeals

Premised on the above reasons-

with regard to the $ 1^{\mathrm{st}} $ Appeal-

the PO is dismissed with costs of RM20,000.00 to be paid by Mr. Jagjit, $ 3^{rd} $ Respondent ( $ 1^{st} $ Appeal) and $ 5^{th} $ Respondent ( $ 1^{st} $ Appeal), jointly and severally, to SSB (subject to allocatur fee);

the $ 1^{\mathrm{st}} $ Appeal is allowed and Prayer 1 (SSB's Application) is hereby ordered; and

costs of the $ 1^{\mathrm{st}} $ Appeal and SSB's Application (proceedings in the Court of Appeal and Winding Up Court) in a sum of RM20,000.00 shall be paid by Mr. Jagjit, $ 3^{\mathrm{rd}} $ Respondent （ $ 1^{\mathrm{st}} $ Appeal) and $ 5^{\mathrm{th}} $ Respondent （ $ 1^{\mathrm{st}} $ Appeal), jointly and severally, to SSB (subject to allocatur fee); and

the $ 2^{\mathrm{nd}} $ Appeal is dismissed with costs of RM10,000.00 to be borne jointly and severally by Mr. Jagjit and Messrs PG in favour of SSB (subject to allocatur fee).

A draft copy of this judgment (Draft) had been previously forwarded to Nantha Balan a/l ES Moorthy and Ahmad Kamal bin Md. Shahid JJCA. Both my learned brothers had concurred with the Draft. DATE: 21 OCTOBER 2025 WONG KIAN KHEONG Judge Court of Appeal For the 1 $ ^{st} $ Appeal (Appeal No: W-02(A)-1852-09/2022) Counsel for Mr. Alvin Tang Wye Keet, Ms. Ponnie Govindasamy & Appellant: Ms. Chin Wui Imm (Messrs Alvin Tang Law Office) Counsel for Puan Hafizah Johor Binti Ariff 1 $ ^{1 \mathrm{st}} $ Respondent: (Senior Federal Counsel) (Malaysia Department of Insolvency) Counsel for $ 2^{\mathrm{nd}} $ $ 3^{\mathrm{rd}} $ & Dato' Seri Rajan Navaratnam, $ 5^{\mathrm{th}} $ Respondents: Mr. Jagjit Singh Gill & Ms. Sheena Sebastian (Messrs Putra Gill) For the $ 2^{\mathrm{n d}} $ Appeal (Appeal No: W-02(A)-1998-10/2022) Counsel for Dato' Seri Rajan Navaratnam, Appellants: Mr Jagjit Singh Gill & Ms. Sheena Sebastian (Messrs Putra Gill) Counsel for Mr. Alvin Tang Wye Keet, Respondent: Ms. Ponnie Govindasamy & Ms. Chin Wui Imm (Messrs Alvin Tang Law Office)