1. ) Tan Ken Meng v 1. ) Hsl Auto Engineering Sdn Bhd (BA-28NCC-100-02/2024)

TAN KEN MENG (No. KIP: 750610-01-6177)

WONG TEE MING (No. KIP: 750407-01-5873) . . . PEMPETISYEN-PEMPETISYEN DAN 1. TNL PLASTIC MANUFACTURER SDN BHD [No. Syarikat: 20030134235 (636656-A)]

LIM SHEN LEE (No. K/P: 650530-05-5135) ... RESPONDEN-RESPONDEN DALAM MAHKAMAH TINGGI MALAYA DI SHAH ALAM DALAM NEGERI SELANGOR DARUL EHSAN, MALAYSIA PETISYEN PENGGULUNGAN SYARIKAT NO.: BA-28NCC-100­ 02/2024 Dalam Perkara Mengenai Seksyen 465(1)( c) & {h) Akta Syarikat 2016 Page 1 of 7 Dan Dalam Perkara Mengenai HSL AUTO ENGINEERING SDN BHD [No. Syarikat: 201001030763 (914684-M)] ANTARA 1. TAN KEN MENG (No. KIP: 750610-01-6177)

WONG TEE MING (No. KIP: 750407-01-5873) ... PEMPETISYEN-PEMPETISYEN DAN 1 . HSLAUTO ENGINEERING SDN. BHD. [201001030763 (914684-M)]

LIM SHEN LEE (No. KIP: 650530-05-5135) . . . RESPONDEN-RESPONDEN GROUNDS OF DECISION (Encl. 21 in Notis Usul No. 96-02/2024) (Encl. 19 in Notis Usul No. 100-02/2024) Introduction (1] The Respondents, TNL Plastic Manufacturer Sdn Bhd ["TNL Plastic"] and HSL Auto Engineering Sdn Bhd ["HSL Auto"], along with the Second Respondent, Lim Shen Lee ["R2], have applied to transfer the Petitioners' winding-up petitions, to the Seremban High Court. Page 2 of7 [2] Enclosure 21 is the Notis Usul by TNL Plastic in Petition number BA- 28NCC-96-02/2024. [3] Enclosure 19 is the Notis Usul by HSL Auto in Petition number BA- 28NCC-100-02/2024. [4] The two applications were heard together as they involve similar facts and circumstances. [5] The applications are made pursuant to Section 23( 1 )(b) of the Courts of Judicature Act 1964 ["CJA 1964"], which allows the court to transfer proceedings from one High Court to another if such a transfer would be more convenient, just, or appropriate. [6] Having carefully considered the arguments and evidence presented by both parties, this Court finds that both applications should be denied for the reasons set out below. Legal Principles Under Section 23(1)(b) CJA 1964 [7] Section 23(1 )(b) of the CJA 1964 provides the Court with discretion to transfer proceedings between High Courts if it would serve the interests of convenience, justice, or appropriateness. For ease of reference, the provision is set out below:

Civil jurisdiction -- general ( 1) Subject to the limitations contained in Article 128 of the Constitution the High Court shall have jurisdiction to try all civil proceedings where --

the cause of action arose;

the defendant or one of several defendants resides or has his place of business;

the facts on which the proceedings are based exist or are alleged to have occurred; or

any land the ownership of which is disputed is situated, within the local jurisdiction of the Court and notwithstanding anything contained in this section in any case where all parties consent in writing within the local jurisdiction of the other High Court.

Without prejudice to the generality of subsection (1) the High Court shall have such jurisdiction as was vested in it immediately prior to Malaysia Day and such other jurisdiction as may be vested in it by any written law in force within its local jurisdiction. [8] The paramount considerations in exercising this discretion include ensuring the efficient administration of justice, minimizing unnecessary costs and delays, and preventing any potential misuse of court processes, such as forum shopping. [9] The Respondents argued that the principal place of business for the Respondent Companies is in Negeri Sembilan, where their operations, management, and employees are centralized. [1 O] The Respondents cited the case of Country Heights Holdings Bhd v Monaliza bt Zaidel & Ors [2021] MLJU 1623, advocating that jurisdiction should be determined based on the business address rather than the registered address. [11] Additionally, the Respondents relied on Malacca Securities Sdn Bhd v Lake Yu [1999} 6 MLJ 112, which emphasizes the need for the court to act as the forum conveniens. Page 4 of 7 [12] The Petitioners, however, opposed the transfer, arguing that the Respondent Companies no longer conduct business at the premises in Negeri Sembilan since Ho Shen Lee (M) Ltd, which owned the factory premises, was wound up in April 2023 and is now under the control of a liquidator. The premises are currently subject to foreclosure proceedings initiated by a bank. [13] Furthermore, the Petitioners emphasised that the key professionals involved, including the company secretary, auditor, and solicitors for both parties, are based in Petaling Jaya. The Petitioners contended that the proceedings in Shah Alam are more convenient and would facilitate a quicker resolution. Analysis and Findings A. Convenience and Practicality [14] The Court acknowledges the Respondents' contention that the principal place of business for the Respondent Companies was in Negeri Sembilan. However, it is undisputed that the business premises are no longer operational, being under liquidation and subject to foreclosure proceedings. Therefore, the argument that the principal place of business justifies a transfer loses its weight when the Respondent companies are no longer conducting active business operations at the said premises. [15] Furthermore, the evidence shows that all relevant professionals, including the company secretary, auditors, and proposed liquidators for both sides, are based in Petaling Jaya. This significantly supports the Page 5 of 7 Petitioners' position that the Shah Alam High Court is more conveniently located for the parties and professionals involved in the winding-up process. B. Nature of Winding-Up Proceedings [16] It is also pertinent to consider the nature of winding-up proceedings, which are primarily conducted through affidavit evidence rather than oral testimonies that require in-person attendance. This reduces the relevance of the geographical location of the court. The Court finds merit in the Petitioners' submission that, given the virtual nature of the hearings, the location of the court is of lesser importance, and the proceedings can be conducted efficiently from Shah Alam. C. Submission to Jurisdiction and Judicial Efficiency [17] The Respondents have already submitted to the jurisdiction of the Shah Alam High Court by attending the first virtual hearing in June 2024 and filing an affidavit in opposition. This indicates an acceptance of the court's jurisdiction and undermines any claim that the current venue is inconvenient or inappropriate. [18] The Court must also consider the objective of achieving a just, expeditious, and economical disposal of cases. The Petitioners have convincingly argued that a transfer to the Seremban High Court would lead to delays and disrupt the momentum of the proceedings. This Court is inclined to agree that retaining the proceedings in Shah Alam will best serve the interests of justice and efficiency. Page 6of7 D. Potential for Forum Shopping [19] The Petitioners have highlighted a pattern in the second Respondent's conduct, having filed similar motions for transfer in other petitions, which were subsequently dismissed. This pattern raises concerns about potential forum shopping or attempts to delay proceedings. The Court must guard against any misuse of its process that could undermine the integrity of the judicial system. Conclusion [20] Having considered all the relevant factors, including the convenience of the parties, the nature of the proceedings, the need for judicial efficiency, and the avoidance of any potential misuse of the court process, this Court finds no compelling reason to transfer the proceedings to the Seremban High Court. The application to transfer the proceedings is therefore denied. [21] The second Respondent, Lim Shen Lee, is ordered to pay RM3,000.00 as costs to the Petitioners for both applications. ated this 27 lay of August, 2024 Judicial Commi sione Muamalat and Insolvency Court Shah Alam Page 7 of 7 COUNSELS Solicitors for the Petitioner Tetuan Lee & Lim B3, Bangunan Khas, Lorong 8/1E 46050 Petaling Jaya, Selangor Solicitors for the Respondent Tetuan Azri, Lee Swee Seng & Co Unit 210, Level 2, Block A Pusat Dagangan Phileo Damansara 2 Jalan 16/11 off Jalan Damansara 46350 Petaling Jaya, Selangor Page 8 of 8