Untung Setara Sdn Bhd v Wrp Asia Pacific Sdn Bhd (WA-24NCC-239-04/2026)

UNTUNG SETARA SDN BHD (Company No.: 1038440-T)

DATO' AISHAF FALINA BINTI IBRAHIM (NRIC No.: 680921-71-5142)

MOK YING (NRIC No.: 530314-04-5200)

LOI HENG SEWN (NRIC No.: 600320-08-5947) … PLAINTIFFS AND WRP ASIA PACIFIC SDN BHD (Company No.: 147817-V) … DEFENDANT GROUNDS OF DECISION

This is an application by Originating Summons dated 24 April 2026 (Enclosure 1) brought pursuant to s 451(2) of the Companies Act 2016 ("CA 2016") and/or Order 92 Rule 4 of the Rules of Court 2012 for leave to commence compulsory winding-up proceedings against the Defendant, WRP Asia Pacific Sdn Bhd ("the Company"). The Plaintiffs are minority shareholders collectively holding approximately 16.19% of the issued share capital of the Company.

The Company is already subject to a Creditors' Voluntary Liquidation ("CVL") initiated by its Board of Directors on 15 April

The Joint and Several Interim Liquidators appointed are Mr. Lim Tian Huat and Mr. Chiang Teng Guan of Messrs. Rodgers Reidy & Co. ("the Interim Liquidators"). In addition to leave to commence compulsory winding-up proceedings, the Plaintiffs seek leave to appoint Mr. Tan Peng Sam of TPS Insolvency Services as an alternative interim liquidator.

The questions for determination are: (a) whether the Plaintiffs have established a prima facie case warranting leave; (b) whether the Plaintiffs' complaints can be adequately addressed within the existing CVL framework; and (c) whether this application constitutes an abuse of the process of this Court. Having considered the evidence and submissions of all parties, this Court dismisses Enclosure 1 with costs.

Prior to 2020, the Company was managed by Dato' Lee Son Hong and Madam Too Sooi Keng. Multiple legal proceedings and judgments were obtained against them during that period for breaches of fiduciary duties. From 2020 onwards, the TAEL Consortium acquired majority control of the Board ("the TAEL Board").

On 15 March 2024, a post-trial judgment was entered against the Company for RM8,036,119.34 in Suit No. 68, obtained by Ahmad Zul-Qarnain representing his mother, Puan Sri Hamidah.

On 20 June 2024, a fixed and floating charge debenture for RM60 million was registered in favour of the TAEL Group. The Defendant avers this debenture arose from a financing facility entered into in 2013 to 2014 and that its late registration corrected an administrative oversight. The Plaintiffs dispute this.

On 15 April 2026, the TAEL Board lodged a Statutory Declaration pursuant to s 440(1) of the CA 2016, initiating the CVL and appointing the Interim Liquidators. On 24 April 2026, the Plaintiffs filed the present Originating Summons.

On 15 May 2026, an Extraordinary General Meeting ("EGM") was convened. The Chairman, appointed by the TAEL Board, excluded the voting entitlement of approximately 128 million shares belonging to Dato' Lee and Madam Too on the basis of alleged share pledges. On the adjusted count, the CVL resolution passed with 76.56% of the remaining votes.

On 25 May 2026, the 1st Plaintiff filed a compulsory winding-up petition, Petition No. WA-28NCC-547-05/2026 ("Petition 547") — prior to and without the leave of this Court which is the very subject matter of the present application. It is also relevant that an earlier petition, No. WA-28NCC-601-07/2024 ("Petition 601"), had been filed by a representative of the 2nd Plaintiff's family and struck out upon settlement of the underlying judgment debt. III. SUBMISSIONS OF THE PARTIES The Plaintiffs 10. The Plaintiffs contend the CVL is a tactical manoeuvre by the TAEL Board to appoint friendly liquidators and insulate themselves from independent scrutiny. Three categories of alleged misconduct are relied upon:

an unexplained depletion of RM84 million in cash reserves between 2021 and 2024 despite a concurrent reduction in inventories and receivables;

the registration of the RM60 million debenture as a fraudulent device to elevate the TAEL Group from unsecured to secured creditor status; and

the unlawful disenfranchisement of registered members at the EGM without a court order. 6 11. On adequacy, the Plaintiffs submit that the Interim Liquidators, having been appointed by the very Board under investigation, lack the requisite independence. They rely on Globalmariner Offshore Services Sdn Bhd v TH Heavy Engineering Berhad [2016] MLJU 1911 ("Globalmariner") for the proposition that where independent investigation of related-party misconduct is required, a court-supervised compulsory liquidation is appropriate.

On the threshold test, the Plaintiffs rely on Mosbert Berhad (in Liquidation) v Stella D'Cruz [1985] 2 MLJ 446 ("Mosbert") and Mesuntung Property Sdn Bhd v Kimlin Housing Development Sdn Bhd [1994] 4 MLJ 886 ("Mesuntung") for the proposition that a prima facie case requires only a real or serious dispute. The Plaintiffs further rely on Globalmariner for this same proposition. As regards Petition 547, the Plaintiffs submit that this Court has inherent jurisdiction to grant retrospective leave where no substantial injustice is caused. The Defendant 13. The Defendant submits this OS is brought not bona fide but for an ulterior purpose — to enable the 2nd Plaintiff and her family to control the liquidation and deflect scrutiny from the Company's pre-2020 management. On the merits, the Defendant avers the RM60 million facility was approved by a Board which included the 3rd Plaintiff in 2013, and the late registration was a mere oversight. The RM84 million cash movement is explained by operational expenditure, legacy litigation costs, and industry contraction.

On adequacy, the Defendant relies on Re J D Swain Ltd [1965] 2 All ER 761, Re Medisco Equipment Ltd [1983] BCLC 305, and Re Bellador Silk Ltd [1965] 1 All ER 667 for the principle that where a voluntary liquidation is underway with majority support, an applicant must demonstrate a cogent special reason why the voluntary process is inadequate. All investigatory grievances can be addressed through ss 453, 461, and 517 of the CA 2016. The Interim Liquidators 15. The Interim Liquidators oppose the application. They have affirmed on oath that they are licensed and independent insolvency practitioners with no prior professional relationship with the TAEL Board. They rely on Globalmariner for the proposition that speculative concerns regarding a liquidator's independence, unsupported by concrete evidence of actual unfitness, are insufficient to displace duly appointed liquidators.

The following issues arise for determination:

Whether the Plaintiffs have established a prima facie case;

Whether the Plaintiffs' complaints can be adequately addressed within the existing CVL framework;

Whether the Interim Liquidators lack the requisite independence; and

Whether this application constitutes an abuse of the process of this Court. V. ANALYSIS AND FINDINGS The Applicable Legal Test 17. Section 451(2) of the CA 2016 provides that where a company has passed a resolution for voluntary winding-up, no action or proceeding shall be commenced against the company except with leave of the Court and on such terms as the Court imposes. The threshold test for leave is settled by the Supreme Court in Mosbert, as affirmed by the Court of Appeal in Mesuntung. An applicant must satisfy two cumulative limbs: (a) that the applicant has a prima facie case; and (b) that the claim or remedy cannot be adequately dealt with within the winding-up proceedings. Failure on either limb is fatal. The burden throughout lies on the Plaintiffs, to the standard of the balance of probabilities: Miller v Minister of Pensions [1947] 2 All ER 372.

The further statutory constraint is s 464(2)(d) of the CA 2016, which provides that this Court shall not make a winding-up order on a petition by a contributory where a voluntary winding-up resolution has been passed, unless satisfied that the voluntary winding-up cannot be continued with due regard to the interests of the creditors or contributories. This Court cannot facilitate, by granting leave, an outcome that s 464(2)(d) would prohibit. Issue (a): Prima Facie Case 19. In Mesuntung, the Court of Appeal clarified that a prima facie case requires only a serious dispute between the parties, not proof on the balance of probabilities. This is a low threshold. This Court accepts, for purposes of this application only and without deciding, that the Plaintiffs have raised matters which — if proven — would constitute serious grievances: the RM84 million cash movement, the 11-year delay in registering the RM60 million debenture, and the alleged disenfranchisement of approximately 128 million shares at the EGM. The first limb is assumed to be satisfied. 10 20. Two observations are recorded. First, the Plaintiffs' characterisation of the RM60 million debenture as a fraudulent conspiracy is difficult to sustain against the Defendant's evidence that the 3rd Plaintiff herself attended and approved the underlying facility at an EGM in 2013. At most, the Plaintiffs raise the question of why registration was delayed for approximately 11 years — a matter squarely within the Interim Liquidators' investigatory mandate. Second, this Court makes no finding on the legality of the Chairman's decision to exclude registered members at the EGM without a court order. That is a potentially serious procedural irregularity, but the proper forum to challenge it is a separate court application, not this OS. Issue (b): Adequacy of the CVL Framework — The Determinative Issue 21. This is the determinative issue. The second limb of Mosbert requires the Plaintiffs to demonstrate that their claims cannot be adequately addressed within the existing CVL framework. This Court finds that they have failed to do so.

The Plaintiffs' grievances are, at their core, investigatory in nature. They seek answers to three questions: where did the RM84 million go; why was the debenture registered so late; and were the TAEL Board's decisions leading up to the CVL bona fide? These are precisely the questions that a liquidator — whether in a voluntary or compulsory liquidation — is empowered and duty-bound to investigate. The statutory powers of investigation available to CVL liquidators are as extensive as those in a compulsory liquidation, encompassing examination of past conduct, misfeasance, fraudulent trading, and potentially voidable transactions.

The CA 2016 further provides adequate remedies to any contributory dissatisfied with the administration of a CVL: (a) an application to the Court under s 461 for determination of any matter arising in the winding-up; (b) an appeal under s 517 against any decision of the liquidator; and (c) an application under s 453 to remove the liquidator for cause. The Plaintiffs have not demonstrated that any of these remedies is inadequate for their purposes.

The Plaintiffs' submission ultimately reduces to a preference for a different liquidator appointed by a different mechanism. That is not a sufficient special reason to displace an ongoing voluntary liquidation. In Re J D Swain Ltd, the Court of Appeal of England and Wales held that where a voluntary liquidation is in progress and has the support of the majority, a petitioner must show a special reason why the remedy within the voluntary winding-up is not an adequate remedy. A minority's dissatisfaction with the identity of the liquidator does not constitute such a special reason. The same principle underlies Re Medisco Equipment Ltd and Re Bellador Silk Ltd, both of which establish that the court will not displace a properly constituted voluntary liquidation merely because the applicant prefers a court-appointed liquidator. A winding-up — whether voluntary or compulsory — provides a class remedy for the benefit of all stakeholders collectively.

This Court further finds, affirmatively, that there is no evidence before it that the CVL cannot be continued with due regard to the interests of the creditors or contributories within the meaning of s 464(2)(d) of the CA 2016. The CVL was resolved by 76.56% of eligible votes at the EGM. The Interim Liquidators are in place, have advertised their appointment, and have issued notices to creditors. The process is in motion and the general body of creditors is not shown to be prejudiced. Issue (c): Independence of the Interim Liquidators 26. The allegation that the Interim Liquidators lack independence is bare and speculative. Mr. Lim Tian Huat and Mr. Chiang Teng Guan are licensed insolvency practitioners of Messrs. Rodgers Reidy & Co. They have affirmed on affidavit that they have no prior professional relationship with the TAEL Board or the TAEL Consortium, and that they will investigate all allegations of financial irregularity with full rigour and impartiality. The Plaintiffs have produced no evidence — of any kind — of an actual conflict of interest, any professional relationship with the TAEL Board, or any act or omission since their appointment on 15 April 2026 that would suggest partiality. The allegation rests on inference alone: that because the Board appointed them, they must therefore be beholden to the Board. That is conjecture, not evidence.

In Globalmariner, this principle was stated clearly: theoretical possibilities and speculative concerns are insufficient to displace a duly appointed liquidator. The Plaintiffs cite Globalmariner for the further proposition that where independent investigation of related-party transactions is required, a court-supervised compulsory liquidation is warranted. This Court distinguishes Globalmariner on its facts: in that case there was evidence — not mere speculation — of structural conflicts implicating the liquidators in the very transactions under investigation. No such evidence has been placed before this Court. The Plaintiffs' reliance on Globalmariner for this proposition does not assist them. Issue (d): Abuse of Process 28. This Court finds, as a separate and independent ground for refusing leave, that this application constitutes an abuse of the process of this Court. 14 29. Section 451(2) of the CA 2016 is unambiguous. It prohibits the commencement of any proceeding against a company in voluntary winding-up except by leave. This is not a procedural technicality. It is a substantive gatekeeping provision designed to protect the integrity of a winding-up process from disruption by collateral litigation. It is not in dispute that on 25 May 2026, the 1st Plaintiff filed Petition 547 — being a compulsory winding-up petition — without first obtaining leave in the present OS, which was then still pending before this Court.

This Court accepts that it retains an inherent jurisdiction to grant retrospective leave to cure genuine procedural irregularities, as recognised in Mosbert. However, the discretion to grant retrospective leave must be exercised having regard to the conduct of the applicant. The filing of Petition 547 was not an inadvertent administrative error. The 1st Plaintiff is a corporate entity, presumably advised by solicitors, who filed Petition 547 with the full knowledge that the present OS was actively pending and leave had not been granted. This Court declines to exercise its discretion to grant retrospective leave. By filing Petition 547 in those circumstances, the Plaintiffs sought to place a fait accompli before this Court — to create pressure for the grant of the very leave that was being sought. Such conduct is not a procedural irregularity that this Court ought to cure.

In addition, the Defendant has adduced evidence — not adequately rebutted by the Plaintiffs — that the complaints raised in this OS substantially overlap with those ventilated in Petition 601, brought by a representative of the 2nd Plaintiff's family and struck out upon settlement of the underlying debt. The recycling of substantially the same grievances in the present OS points to a collateral purpose: not the advancement of the Company's creditors' interests in a transparent liquidation, but the pursuit of tactical advantage over the TAEL Board and, potentially, the protection of the 2nd Plaintiff's family's position in the Company's affairs. An application brought for such a collateral purpose is an abuse of the process of this Court.

By way of observation only and not forming part of this Court's ratio: the Plaintiffs' attempt in written submissions to seek a declaration that the appointment of the Interim Liquidators is invalid — a relief not prayed for in Enclosure 1 and raised for the first time in submissions — further illustrates the nature of this application. It is not a targeted remedy for a specific legal wrong. It is a generalised attempt to seize control of the liquidation process.

For the reasons above, the Plaintiffs have failed to satisfy the two-limb Mosbert test. Their grievances are investigatory and can be adequately addressed within the CVL framework. The allegations of bias against the Interim Liquidators are speculative and unsupported by evidence. The application is independently refused as an abuse of process.

This Court makes the following orders:

Enclosure 1 is dismissed.

The Plaintiffs shall pay costs of this application to the Defendant amounting RM10,000-00 and to the Interim Liquidators amounting RM3,000-00 respectively. Dated 7hb July 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For the Plaintiff: Gideon Tan & James Tan Yih Kuang (Gideon Tan Razali Zaini (Petaling Jaya)) For the Defendant: Fiona Mathilda Bodipalar, Tirasak Chiranakorn Chua & Sundaradevan Ramachandaran (Bodipalar & Partners (Kuala Lumpur)) For Interverners: Brian Fong & Anson Chee Weng Kian LIST OF CASES REFERRED TO:

Globalmariner Offshore Services Sdn Bhd v TH Heavy Engineering Berhad [2016] MLJU 1911 2. Mesuntung Property Sdn Bhd v Kimlin Housing Development

Miller v Minister of Pensions [1947] 2 All ER 372 4. Mosbert Berhad (in Liquidation) v Stella D'Cruz [1985] 2 MLJ 446 (Supreme Court)

Re Bellador Silk Ltd [1965] 1 All ER 667 6. Re J D Swain Ltd [1965] 2 All ER 761 7. Re Medisco Equipment Ltd [1983] BCLC 305

Companies Act 2016 — s 440(1) (statutory declaration initiating

Companies Act 2016 — s 451(2) (leave requirement for proceedings against company in winding-up)

Companies Act 2016 — s 453 (removal of liquidator for cause)

Companies Act 2016 — s 461 (court determination on winding-up matters)

Companies Act 2016 — s 464(2)(d) (compulsory order where voluntary winding-up in progress)

Companies Act 2016 — s 465(1)(e), (f), (h) (grounds for compulsory winding-up)

Companies Act 2016 — s 517 (appeal against liquidator's decision)

Rules of Court 2012 — Order 92 Rule 4 (inherent jurisdiction)