A&A Dinar Sdn.Bhd. v Reltech Ventures Sdn Bhd (BA-28NCC-284-05/2024)

1 CLUJ 947 and Sri Jeluda Sdn Bhd v Pentalink Sdn Bhd [2008] 4 CLJ 359 confirm that the Court should not go behind a valid judgment debt. 11. The Petitioner contends that the alleged public interest is irrelevant to its statutory right to enforce a judgment debt and that Reltech’s reliance on third-party contracts with Prasarana does not affect the winding-up proceedings. Respondent's Case 12. Reltech’s primary contention is that the winding-up would gravely disrupt essential public transport services in the Klang Valley, causing inconvenience and risk to thousands of daily commuters and undermining public safety. 13. It relies on section 465(1) CA 2016, which provides that the Court “may” order winding-up if the statutory grounds are made out, thereby conferring discretion to refuse the order. The Respondent cites Pilecon Engineering Bhd v Remaja Jaya Sdn Bhd [1997] 1 MLJ 808, Setia Fontaines Sdn Bhd v Pro Tech Enterprise Sdn Bhd [2023] 12 MLJ 324, and Wong Thai Kuai & Anor v Kansas Corp Sdn Bhd

4 MLJ 33 in support of the proposition that the Court may refuse winding-up where the public interest or the preservation of a going concern outweighs the creditor’s rights. 14. Reltech also submits that it is commercially viable: (a) It has long-term contracts with Prasarana, including a recent two-year extension valued at nearly RM9.7 million; (b) It has the technical expertise and infrastructure to continue performing its obligations without disruption; {c) It is willing and able to settle the debt via instalments or immediate payment through bank financing. 15. Reltech further submits that the Petitioner's refusal to consider reasonable settlement proposals renders the petition oppressive. Analysis and Findings 16. There is no dispute that the statutory presumption under section 466(1)(a) CA 2016 is triggered. The debt is a judgment debt, the statutory demand was properly served, and no payment was made within 21 days. On these facts alone, the Petitioner has established the statutory ground for winding-up. 17. The ordinary rule is that a creditor with an undisputed judgment debt is entitled to a winding-up order. This is supported by the authorities cited by the Petitioner. 18. However, the statutory language of section 465(1) is clear: the Court “may” order winding-up. This confers a discretion which must be exercised judicially, taking into account the circumstances of each case. 19. The authorities relied upon by the Respondent, including Pilecon Engineering, Setia Fontaines, and Wong Thai Kuai, affirm that this discretion is not illusory. Even where insolvency is proven, the Court may refuse winding-up where justice, equity, or public interest so require. 20. 1 accept the Respondent’s submission that the public interest is a decisive consideration in the present case. 21. Reltech’s role in maintaining the LRT Kelana Jaya and MRT Putrajaya Lines is critical to the daily functioning of the Klang Valley’s public transport network. Disruption to these services would have an immediate and far-reaching impact on thousands of commuters, including workers, students, and vulnerable members of the public. It would also undermine public safety. 22. The recent two-year contract extension by Prasarana, with a substantial contract value, evidences confidence in Reltech’s performance and the ongoing need for its services. This is not a company in terminal decline; it is an operational and viable enterprise. 23. In Setia Fontaines and Country Earth, the Court refused to wind up companies engaged in projects of significant public interest. The same principle applies here. The preservation of uninterrupted public transport services outweighs the Petitioner's right to the immediate winding-up of Reltech. 24. Reltech’s ongoing contracts and technical expertise provide a realistic prospect of the judgment debt being settled if the company is allowed to continue operations. Its willingness to pay by instalments or via bank financing further supports the view that winding-up is unnecessary to protect the Petitioner’s interests. 25. Winding-up now would likely jeopardise these contracts, destroy value, and reduce the prospects of the Petitioner recovering the debt in full. 26. The authorities cited by the Petitioner are distinguishable. They concern cases where no exceptional circumstances existed. to displace the ordinary creditor's right to a winding-up order. Here, the exceptional circumstance is the Respondent's provision of an essential public service whose disruption would have serious societal consequences. 27. The discretion under section 465(1) is not ousted by the existence of a judgment debt. The Court is entitled to refuse winding-up where the balance of justice and public interest so demand. Conclusion 28. 1am satisfied that this is an exceptional case where the public interest in maintaining uninterrupted public transport services in the Klang Valley outweighs the Petitioner's right to a winding-up order. 7 29. Reltech is a commercially viable company with ongoing valuable contracts and a demonstrated willingness to satisfy the judgment debt. Winding-up would cause disproportionate harm to the public, to the Respondent, and ultimately to the Petitioner's recovery prospects. 30. Accordingly, | exercise my discretion under section 465(1) CA 2016 to refuse the winding-up order. The petition is dismissed. No order as to costs. Dated: 15'" AUGUST 2025 Muamalat and In Shah Alam COUNSEL Solicitor for the Appellant Solicitor for the Respondent Tetuan Zulpadli & Edham No.24 Jalan Perumahan Gurney 54000 Kuala Lumpur 1) Ashmadi Othman 2) Haidar Hamzi Ws Wong & Co A-1-29,!Ol Boulevard Jalan Kenari 5 Bandar Puchong Jaya 41470 Puchong Selangor 1) Wong Wai Sam