LIM Teck Hoe v Manitrex Gloves (M) Sdn. Bhd. (WA-24NCC-234-05/2025)

In this amended originating summons dated 12.6.2025 OS Plaintiffs apply for Manitrex Gloves (M) Sdn Bhd Manitrex reinstated into the 3rd SSM register of companies SSM register e OS is made under section 555 of the Companies Act 2016

On 2.12.2025, I dismissed the OS. Here are the grounds of my decision. The 1st and 2nd Defendants shall be referred to as the . Background facts

The relevant background events that led to this OS are as follows.

In the year 2022, the Plaintiffs were sued by ABS (S) Solutions Pte ABS in Kuala Lumpur High Court Civil Suit No. : WA - 22 NCC - suit 178 . ABS sought the sum of RM 6,637,737.00 from the Plaintiffs, premised upon the following allegations :

- free nitrile gloves;

fraud, misrepresentation and fraudulent misrepresentation by the Plaintiffs to ABS;

conspiracy to defraud and injure ABS.

In answer to the claim made by ABS in suit 178, the Plaintiffs raised the following issues and gave the following evidence :

Manitrex had represented to the Plaintiffs, trading under the M Can , that it could supply 4,200 cartons of nitrile gloves. The 1st Plaintiff merely conveyed this representation to ABS;

Manitrex had a close commercial relationship with a company

M Can acted solely as an intermediary, facilitating contact between ABS and the supplier, Manitrex;

Dealings with Manitrex were conducted through the 1st Defendant in the current suit, who was also the beneficial owner of the 5th and 6th defendants named in suit 178; and

Any loss suffered by ABS ought to be borne by Manitrex, and not the Plaintiffs. The Plaintiffs denied any liability and maintained that responsibility lay solely with Manitrex or the Defendants.

Following a full trial and upon hearing submissions from both ABS and the Plaintiffs, on 11.6.2024, the Kuala Lumpur High Court in suit 178 delivered its decision in favour of ABS. The court made the following findings :

That M Can (or the Plaintiffs herein) had entered into a contract to supply gloves to ABS and did not act as intermediary or agent. M Can (or the Plaintiffs herein) was at all material times the mastermind behind the fraudulent scheme;

ABS had successfully established its claim of fraudulent misrepresentation. The court found that the 1st Plaintiff had persistently invoked the names and images of high - profile individuals in order to lend credibility to the transaction and induce reliance by ABS;

The 1st Plaintiff had, during the proceedings, openly admitted to fabricating certain documents. Although the 1st Plaintiff sought to attribute the origin of the documents to the Defendants, he failed to call the Defendants as witnesses in support of this assertion. The court found the evidence to show that the 1st Plaintiff was personally and intentionally involved in the fraudulent misrepresentation with the deliberate intent to deceive ABS;

The fraudulent scheme was orchestrated and conducted by the 1st Plaintiff himself;

implead the Defendants and Manitrex as third parties, or to call them as witnesses or to add them as co - defendants, was significant. This omission precluded the court warranted an adverse inference being drawn against them. Consequently, the c regarding the Defendants and Manitrex lacked credibility and were incapable of supporting their defence; and

The Plaintiffs failed to prove that the fraud was committed by, or attributable to, the Defendants or Manitrex.

After failing in their defence in suit 178, the Plaintiffs proceeded to file a new action against the Defendants and other parties that they had earlier commenced on 25.9.2024 in Shah Alam High Court Civil Suit No. : BA - 22 NCvC - 389 - suit 389 .

Suit 389 is premised upon the same factual matrix, evidence and narrative raised by the Plaintiffs in suit 178.

The Defendants filed a striking out application in suit 389 on the following grounds :

The issues underpinning suit 389 have already been determined by the court in suit 178. The doctrine of res judicata and issue estoppel therefore bites; and

The filing of suit 389 constitutes an abuse of the process of the court.

The striking out application was heard on 26.8.2025. The court has struck out the Plaintiffs writ and statement of claim in suit 389 on the grounds of res judicata.

The Plaintiffs submit that Manitrex should be reinstated into the SSM register for the following reasons :

section 555 (1) of the CA 2016;

Manitrex was actively carrying on business and in operation while struck off from the SSM register;

It is just for Manitrex to be reinstated into the SSM register;

There would be no prejudice caused to the Defendants; and

suit 389 is not an abuse of court process.

The Defendants oppose the OS on the following grounds :

It would be unjust to reinstate Manitrex, given its dormant status, inconsistent conduct; and

The OS is an afterthought, filed purely as a reaction to the defence in suit 389, in a calculated attempt to cure

I dismissed the OS. Here are my reasons. The law on reinstatement of company

The law on reinstatement of company is found in section 555 of the CA 2016. Where it is stated that the court may make an order to reinstate the registration of a company if :

The applicant is a person who is aggrieved;

The application was made within seven years after the company has been struck off; and

At the time of the striking off, the company was carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register.

In order to invoke the discretionary power of the court to order a reinstatement, the onus is on the Plaintiffs to satisfy the court that either:-

the company was at the time of the striking off carrying on business or in operation; or (b) it is just that the reinstatement be ordered. Manitrex was not carrying on business or in operation at the time of striking off

On the first limb, the High Court in Tetuan Wang & Co v Suruhanjaya Syarikat Malaysia [2013] CLJU 200; [2013] 1 LNS 200 said (at paragraph [14]) : Laddie J in Re Priceland Ltd held at page 210/G :- look back at the time of dissolution. If at that time, the company was dormant, this particular avenue for giving jurisdiction to the court is not made out. On the other

The burden lies on the Plaintiffs to prove that Manitrex was in operation at the time of its removal from the SSM register. Yet, in their affidavit in support, the Plaintiffs candidly admitted they were uncertain of removal. This admission demonstrates a suit 389.

The Plaintiffs submit that Manitrex was still actively carrying on business or in operation at or around the time its name was struck off from the SSM register premised on the following arguments :

Although the Defendants state in their affidavit in reply that Manitrex was no longer active since May 2021, there is documentary evidence which shows otherwise.

Specifically, Manitrex had submitted invoices, offer letters and technical documents regarding the supply of medical gloves to the Plaintiffs throughout 2020, as well as alleging that it had

Furthermore, Manitrex also entered into the supply agreement Supply Agreement delivery schedule of several batches of rubber gloves by Manitrex, the last of which was to be done as late as 4.6.2021.

Actually, the documents relied upon by the Plaintiffs are dated between 2020 and early 2021. There is no evidence of any dealings thereafter. They do not displace the fact that Manitrex had already been struck off before these proceedings were initiated.

In any event, even if the Plaintiffs were able to satisfy the first limb, take reasonable steps to ascertain its status before commencing suit 389, it cannot be said that it would be just for Manitrex to be reinstated. It would be unjust to reinstate Manitrex

In determining whether it is just for a company to be reinstated, the following principle stated in the Singapore High Court case of Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 is instructive (at paragraph [31]): When considering whether it would be just to restore a company to the register, a court has to have regard to all the circumstances of the case, including but not limited to (a) the purpose of restoring the company; (b) whether there would be any practicable benefit arising from the restoration; and (c) whether there would be prejudice to any persons. If the court were so satisfied, it should

The court then went on elaborate that (at paragraph [33]) : The court should not, at this stage, be required to examine the substantive merits of a potential claim to see whether it is likely to succeed. That said, the court has to be satisfied that there is a prima facie case for the claim that would purportedly

The Plaintiffs have consistently sought to shift blame onto the Defendants and Manitrex, including in suit 178. However, despite alleging that Manitrex was at the heart of the fraudulent dealings, the Plaintiffs candidly admitted in the suit 178 action that they had never issued a letter of demand to Manitrex.

Further, the Plaintiffs did not name Manitrex as a party or third party in suit 178. Nor did they call any of the present Defendants as witnesses. These omissions were significant. The court in suit 178 drew adverse inferences against the Plaintiffs. The court ultimately found the Plaintiffs themselves to be the architects of the fraudulent scheme.

The grounds of judgment in suit 178 stated : [66] In any event, while the defendants sought to shift responsibility for the them as third parties or to call them as witnesses to substantiate their claims. This omission is not merely procedural but significant, as it deprives the Court of line of defence. Consequently, I find it appropriate to invoke the adverse inference under Section 114 (g) of the Evidence Act 1950. The defendants failure to call material witnesses, who could have elucidated their contentions, gives rise to the presumption that such testimony would have been unfavorable to their case.

Notwithstanding the adverse findings of the court, the Plaintiffs proceeded to file suit 389. Essentially resurrecting the same factual and evidentiary matrix under a different guise.

In suit 389, the Plaintiffs again attempted to redirect liability to the Defendants, this time asserting a positive cause of action based on the very defence narrative that they had failed to prove in suit 178. Once more, Manitrex was not named as a party, even though the Plaintiffs purported to pierce the corporate veil and assert that the Defendants were the beneficial owners of Manitrex.

It was only after the Defendants filed their defence in suit 389 on 10.4.2025, highlighting the absence of locus standi, that the Plaintiffs filed this application for reinstatement on 2.5.2025.

statement of defence in suit 389 reads: Sebagai jawapan kepada perenggan 13 dan 14 PT, Defendan-Defendan menegaskan bahawa tindakan Plaintif-Plaintif di sini ada lah merupakan penyalahgunaan proses Mahkamah dan selanjut nya tidak mempunyai asas undang-undang dan fakta memandangkan Plaintif-Plaintif telah menyingkap tirai korporat Manitrex tanpa menamakan Manitrex sebagai pihak di dalam tindakan ini dan tanpa menuntut sebarang liabiliti ke atas Manitrex. Dalam hal ini, tindakan ini ada lah jelas tidak berasas dan / atau pramatang.

is reactive. The present OS was filed only after the Defendants had filed their defence in suit 389 and is intended to overcome the position pleaded by the Defendants. This demonstrates that the Plaintiffs' filing of the OS is a backdoor attempt to frustrate the position already taken by the Defendants in suit 389.

suit 389 is itself premature and procedurally flawed, given that they have pleaded the lifting of the corporate veil without naming Manitrex as a party to the action.

In any event, the issue is now academic. The court in suit 178 has already made a finding that it was the Plaintiffs who were personally responsible for the fraudulent misrepresentations made to ABS, and not Manitrex.

The grounds of judgment in suit 178 stated : The modus operandi is evident : the scheme began with a convincing initial 8 % supply to build trust, only to later substitute the legitimate sources with a rogue supplier. Payments from the plaintiff were funneled through a series of entities, while the shell company - Manitrex - was positioned to shoulder the legal responsibility for any unfulfilled obligations. Notably, when BJA sought to issue a letter of demand to Brightway, D1 intervened and directed that it be addressed to Manitrex instead. This calculated strategy of employing dormant or insubstantial companies as conduits, combined with layers of misrepresentation and concealment, highlights the deliberate and sophisticated efforts to defraud the plaintiff while shielding the perpetrators from

Thus, the Plainti ir affidavit in reply that they were is disingenuous. This contention runs contrary to the findings of the court in suit 178, where the Plaintiffs themselves attempted to shift blame to Manitrex. The court rejected this attempt, noting that Manitrex was a dormant, shell company used as a vehicle to avoid liability.

The c suit 178 that Manitrex was positioned to inconsistent with the factual matrix already determined.

It is trite that locus standi must exist at the time of filing. Even if the reinstatement is allowed, it cannot retrospectively confer legal standing. In Government of Malaysia v Lim Kit Siang; United Engineers (M) Bhd v Lim Kit Siang [1988] 2 MLJ 12 at 41, the Supreme Court held: action against anyone who denies that right. The prerequisite for such a declaratory action is that the plaintiff must first establish that he qualifies as a person entitled to any legal character or to any right as to any property. The legal character or the right must exist at the time the action is instituted

The High Court in Khaled Abdullah Lafi Nasser & Anor v Sentuhan Budiman Sdn Bhd & Anor [2024] MLJU 691 reaffirmed this principle : The Plaintiffs submitted that they are currently in the process of applying to reinstate P2 company. Be that as it may, the fact remains that P2 company has no capacity to file the present suit as at the date of filing of the Writ and the Statement of Claim on 29.9.2023. [29] The application for reinstatement of P2 company does not confer locus standi upon the Plaintiffs. This is because the material time for determination of locus stand is at the time of filing of the instant suit. [30] The Court of Appeal in A Santamil Selvi Alau Malay & Ors v Deepak Jaikishan [2016] 2 MLRA 87 at 91 held : at the time of the filing of the writ, the 1st plaintiff did not have the locus standi to act as the representative of the estate of the Balasubramaniam a/l Perumal (dec

Similarly, the High Court in Public Bank Bhd v G.M.P. Masyhur Sdn Bhd [2024] MLJU 3088 said : [8] A company that is dissolved no longer exists. When a company is incorporated, it becomes a legal entity. As a legal entity, it can attain legal rights and incur legal liabilities. It can sue and it can be sued. But when a company is dissolved, it stops being a legal entity. It ceases to exist. It is extinguished. It no longer has any legal rights, as it no longer has any legal identity. [14] I did not grant the adjournment request because firstly, D, being a dissolved company, no longer has the locus standi to conduct the Appeal proceeding. Secondly, D was dissolved, according to the CCM search, in July

This Appeal hearing is in September 2024. No aggrieved person (aggrieved by D being struck off the Register of companies) applied to reinstate Between July and September 2024, an aggrieved person could have filed an application, but no one did so. [15] This left D without the right nor the capacity to pursue its Appeal. [16] I must note here that it is trite that the issue of the legal standing of a party to pursue legal essence a threshold issue.

Applying the above principles, it is apparent that at the time suit 389 was commenced, Manitrex had already been struck off and ceased to exist as a legal entity. The Plaintiffs therefore had no legal capacity to The subsequent filing of this reinstatement application, eight months after suit 389 was initiated, cannot retrospectively cure that fatal defect. As the authorities establish, locus standi is determined at the time of filing. Once flawed and must fail, irrespective of the merits they now seek to advance.

their affidavit in reply, they expressly acknowledge : Manitrex Gloves tidak di namakan sebagai pihak dalam Guaman 389 pada peringkat awal semata - mata kerana status nya yang telah di bubarkan pada masa tersebut. Justeru itu permohonan ini untuk menghidupkan semula Manitrex Gloves ada lah satu langkah pra - syarat dan perlu bagi membolehkan ia di namakan secara

In Harcharan Singh a/l Santokh Singh & Anor v Bidang Kemudi Sdn Bhd & Ors [2023] CLJU 2533; [2023] MLJU 2817, the High Court rejected conduct. The court said : [34] The lack of urgency shown by the plaintiffs in the initiation of proceedings against the 1st defendant does not reflect the conduct of persons who believe they have a strong case against the 1st defendant. I should also highlight that the 1st plaintiff is a lawyer, and as such, he would have been aware of the limitation period for actions premised on a breach of contract. Yet, he took his time to commence an action against the 1st defendant. [35] I also accept that the 1st plaintiff had known since 2016 that the 2nd defendant had received a letter from the 4th defendant which stated that the Registrar would be striking off the 1st defendant from the Register. The 1st plaintiff had acted on this knowledge and prepared a deed of novation and indemnity to allow outstanding payments to be made to the 2nd defendant, in the event the 1st defendant was struck off. This action is again inconsistent with the conduct of a person intending to commence legal proceedings against the 1st defendant. [38] With these findings, I am of the view that it would not be just for the 1st defendant to be reinstated into the Register.

Similarly here that is inconsistent with a party genuinely seeking relief against Manitrex.

In suit 178, they sought to attribute blame to Manitrex. Yet never named it as a party or took any steps to revive it.

In suit 389, they pleaded to lift the corporate veil and allege that the Defendants were the beneficial owners of Manitrex. Yet again, did not join Manitrex or attempt reinstatement;

It was only after the Defendants raised the issue of locus standi in their defence that the present application was filed, eight months after suit 389 was commenced.

The present reinstatement application cannot, as a matter of law, suit 389 was filed. The defect is fatal and irreversible, rendering the suit unsustainable irrespective of any subsequent reinstatement. There is no merit in the P

In Harcharan Singh (supra), the court emphasised : In my view, the question of whether it is just to reinstate the 1st defendant into the Register must be considered by taking into account the strength of the st defendant. sufficiently strong, the reinstatement would be redundant and impractical

While the court in Harcharan Singh (supra), citing Re Asia Petan (supra), acknowledged that the merits of the case should not be subjected to an overly rigorous assessment at this stage, the Plaintiffs nevertheless bear the burden of proving a prima facie claim. The court in Harcharan Singh (supra) further held : st defendant has expired (and most importantly, had expired within two months of the plaintiffs filing this action to reinstate the 1st would ha claim against the 1st defendant would have been unsustainable. As such, reinstatement of the 1st defendant for the purpose of the proposed claim is not

process in light of the matters already raised in the striking out application in suit 389.

Manitrex or the Defendants ought to have been named in suit

Any claim against them ought to have been disposed of in that action;

The adverse inference drawn in suit 178 is a finding of fact. The

The Plaintiffs seek to re - litigate issues already determined, namely the perpetrators behind the failure to deliver nitrile gloves.

In the premises, the reinstatement of Manitrex would be redundant and impractical. Conclusion

of the CA 2016 is without merit. They have failed to discharge the burden of proving that Manitrex was carrying on business at the time of striking off, or that it would be just for Manitrex to be reinstated.

I therefore dismissed this OS. I awarded costs of RM 8,000 to the Defendants. Dated 24 December 2025 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2 & Admiralty 9) Counsels Edwin Raj Gnanamuthu (Messrs. Mah Weng Kwai & Associates) for the Plaintiffs Mohd Wafiy Bin Azman and Muhamad Aiman Bin Mohd Nahzeri (Messrs. Omayah Nawal & Partners) for the 1st and 2nd Defendants Vimeljit Kaur for the 3rd Defendant Case reference 1. Tetuan Wang & Co v Suruhanjaya Syarikat Malaysia [2013] CLJU 200; [2013] 1 LNS 200 2. Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 3. Government of Malaysia v Lim Kit Siang; United Engineers (M) Bhd v Lim Kit Siang [1988] 2 MLJ 12 4. Khaled Abdullah Lafi Nasser & Anor v Sentuhan Budiman Sdn Bhd & Anor [2024] MLJU 691 5. Public Bank Bhd v G.M.P. Masyhur Sdn Bhd [2024] MLJU 3088 6. Harcharan Singh a/l Santokh Singh & Anor v Bidang Kemudi Sdn Bhd & Ors [2023] CLJU 2533; [2023] MLJU 2817 Legislation reference 1. Section 555 of the Companies Act 2016