Adam Primus Varghese Bin Abdullah v KHEE SAN FOOD INDUSTRIES SDN. BHD. (WA-24NCC-455-09/2024)

The present application arises in the context of ongoing originating summons proceedings where the plaintiff seeks assessment and approval of remuneration claimed in his capacity as a court-appointed officer. The defendant has previously attempted to convert these proceedings to a writ action, which application was dismissed by this court, with the defendant subsequently filing an appeal against such dismissal which remains pending before the appellate court.

The central issue for determination is whether the court should exercise its discretion under the applicable rules to permit cross-examination of the deponents, having regard to the nature of the evidence already before the court, the specific disputes raised by the defendant, and the established principles governing when oral examination should be allowed in originating summons proceedings. The defendant asserts that the documentary evidence provided is inadequate to resolve material factual disputes, while the plaintiff maintains that comprehensive affidavit evidence has been filed and that the defendant's application represents an abuse of process designed to delay the proceedings.

The Plaintiff is Dato' Adam Primus Varghese bin Abdullah, who was appointed as the Interim Judicial Manager (“IJM”) of the Defendant and is suing in his capacity as the Former IJM of the Defendant, Khee San Food Industries Sdn Bhd. The Defendant is involved in the manufacturing of candy confectionary and wafer products and is a wholly owned subsidiary of Khee San Berhad (“KSB”), an investment holding company listed on the main market of Bursa Malaysia under the sector of consumer products and services.

On 16.11.2021, Maybank Islamic Berhad filed an ex-parte Notice of Application for the appointment of a Judicial Manager for the Defendant. On 17.11.2021, the High Court 4 made an ex-parte order appointing the Plaintiff as the IJM of the Defendant in Kuala Lumpur High Court Originating Summons No. WA-28JM-21-11/2021 (“JM OS”). This appointment was pending the disposal of Maybank Islamic Berhad's application to place the Defendant under permanent Judicial Management. The Plaintiff's appointment as the IJM was from 17.11.2021 to 1.9.2022, a period of 288 days.

On 4.3.2022, after serving as IJM for nearly four months, the Plaintiff filed an interlocutory application in the JM OS seeking remuneration. This application covered all works carried out by the Plaintiff and his team from 17.11.2021 to 4.3.2022, which amounted to 1336.5 hours, with the Plaintiff seeking a composite hourly rate of RM800.00.

On 1.9.2022, the JM OS was withdrawn by Maybank Islamic Berhad following a settlement reached between the financial institution creditors of the Defendant and KSB. The Plaintiff thereafter ceased to be the IJM and surrendered the Defendant's business operations and premises back to the directors of the Defendant on 1.9.2022.

On 20.9.2024, the Plaintiff filed the current Originating Summons No. WA-24NCC-455-09/2024 after satisfying Section 407(4) of the Companies Act 2016, following preliminary objections raised by the Defendant against the Plaintiff's first remuneration application in the JM OS. In this current suit, the Plaintiff seeks remuneration of RM1,999,435.60 (inclusive of 6% SST) for 2357.87 hours of work carried out during his tenure as IJM, to be paid out of the assets of the Defendant within seven days from the pronouncement of the court's order.

On 18.10.2024, the Defendant filed Enclosure 14, being an application to convert the Plaintiff's remuneration application in the current Originating Summons into a writ action (“Conversion Application”). On 21.1.2025, this Conversion Application was dismissed by the High Court with costs of RM10,000.00.

On 21.2.2025, the Defendant filed an appeal to the Court of Appeal against the dismissal of the Conversion Application (“Defendant's Appeal”). The Defendant's Appeal was fixed for the first case management on 22.5.2025.

On 26.3.2025, whilst the Defendant's Appeal was still pending before the Court of Appeal, the Defendant filed the current Cross-Examination Application in Enclosure 88. This application seeks leave to cross-examine the Plaintiff on his affidavits and an order that the affidavits shall not be read and used as evidence in the present Originating Summons if the Plaintiff fails, refuses, or neglects to attend cross-examination on the day and time set by the court.

The matter relates to Sections 405(5), 407(4), 414(5) and 417(3)(b) of the Companies Act 2016, the Companies (Corporate Rescue Mechanism) Rules 2018, and Orders 7 6 and 28 of the Rules of Court 2012. The proceedings also reference an Order dated 20.3.2023 in the JM OS. The Plaintiff's position is that his appointment as IJM was never set aside by any party, nor was he removed by the court, and that his appointment was never successfully challenged by any party.

Enclosure 88 is a cross-examination application filed by the Defendant on 26.3.2025. The Defendant seeks leave from the court to cross-examine the Plaintiff on the contents of his affidavits filed in the proceedings. The specific prayers of the application are: a) an order granting leave to cross-examine the Plaintiff on his affidavits, and b) an order that the Plaintiff's affidavits shall not be read and used as evidence in the Originating Summons if the Plaintiff fails, refuses, or neglects to attend cross-examination on the day and time set by the court.

The application is made under Order 28, Rule 4(3) of the Rules of Court 2012, which empowers the court to order cross-examination of deponents in originating summons proceedings.

The Defendant's grounds for the cross-examination application centre on their assertion that there are material disputed facts that require the Plaintiff to be cross-examined to properly resolve the remuneration claim. The Defendant relies on the court's earlier judgment dismissing their earlier Conversion Application (Enclosure 14), where the court specifically noted that “the dismissal of this conversion application does not prevent the defendant from making an application for cross-examination of the deponents under Order 38.”

The Defendant argues that cross-examination is necessary to test the Plaintiff's evidence regarding his work as IJM, including verification of team members' work, composite hourly rates, and alleged overlapping entries. They contend that despite the court's earlier finding that there were no substantial factual disputes warranting conversion to a writ action, cross-examination remains appropriate to examine the detailed allegations and evidence presented in the Plaintiff's affidavits supporting his remuneration claim of RM1,999,435.60.

The Defendant submits that there are several issues of fact which are relevant and crucial to the determination of this Originating Summons, particularly concerning whether the Plaintiff is entitled to remuneration and, if so, the quantum of such remuneration.

The Defendant argues that cross-examination of the Plaintiff will advance the cause of justice as there is insufficient affidavit evidence or contemporaneous documents to enable the court to properly decide this Originating Summons. The Defendant contends that the cross-examination is necessary for the just and fair determination of the issues, given that the conflict of evidence cannot be resolved by rejecting evidence of one side.

The Defendant highlights specific factual disputes, including challenges to the composite hourly rate of RM800.00, the necessity and justification for involving multiple team members, and the lack of contemporaneous documentary evidence to support the remuneration claim.

The Plaintiff opposes the cross-examination application, arguing that the Defendant has failed to satisfy the legal test for cross-examination. The Plaintiff contends that the Defendant has not identified specific facts in dispute with proper particularisation.

The Plaintiff submits that this cross-examination application constitutes an abuse of process, as the Defendant is simultaneously pursuing an appeal against the dismissal of 9 the Conversion Application whilst filing this application. The Plaintiff argues that both applications seek the same objective of putting the Plaintiff on the witness stand.

The Plaintiff maintains that comprehensive documentary evidence has been provided, including a 209-page statement of work, and that the court can properly assess the remuneration claim without requiring cross-examination.

The Defendant contends that this court expressly invited the present cross-examination application following the dismissal of their Conversion Application. The Defendant maintains that this court specifically noted in paragraph 108 of its Broad Grounds of Decision dated 21.1.2025 that “the dismissal of this conversion application does not prevent the defendant from making an application for cross-examination of the deponents under Order 38.” The Defendant submits that it is acting upon this court's express invitation and cannot be estopped from making this application. The Defendant further argues that the Plaintiff had acknowledged in submissions opposing the Conversion Application that cross-examining the Plaintiff on his affidavits would be appropriate as opposed to a conversion.

The Plaintiff submits that whilst it is not disputed that this court in its Broad Grounds of Decision dated 21.1.2025 had invited the Defendant to apply to cross-examine the Plaintiff on his affidavits, it is crucial to note the context in which such invitation was made. The Plaintiff argues that this court's proposal of the option of cross-examination to the Defendant does not negate or waive the Defendant's requirement to still satisfy the test for cross-examination. The Plaintiff contends that the Defendant has failed to prove even one issue that actually requires the Plaintiff to be cross-examined. Furthermore, the Plaintiff submits that since the Defendant has elected to appeal against the dismissal of the Conversion Application whilst simultaneously filing this cross-examination application, the Defendant is guilty of abusing this court's process and prejudicing the Plaintiff with unnecessary litigation costs.

I have carefully considered the arguments of both parties regarding the alleged procedural foundation for this cross-examination application. Whilst I acknowledge that paragraph 108 of my Broad Grounds of Decision in the Conversion Application did indeed state that “the dismissal of this conversion application does not prevent the defendant from making an application for cross-examination of the deponents under Order 38,” this statement must be understood in its proper context.

The reference to Order 38 in paragraph 108 was an observation that such a procedural avenue remained available in principle, not a judicial invitation or endorsement of any particular application. The observation was made in the context of explaining that the dismissal of the Conversion Application did not foreclose all avenues for testing evidence, should the appropriate legal threshold be met. This cannot be construed as the court pre-determining the merits of any future cross-examination application or lowering the established legal standards that must be satisfied.

The critical point that the Defendant appears to misapprehend is that the mere availability of a procedural avenue does not guarantee its successful invocation. As established in Charles Koo Ho-Tung & Ors v Koo Lin Shen & Ors [2016] 2 CLJ 267 (High Court), an applicant for leave to cross-examine a deponent bears the legal burden to persuade the court to exercise its discretion to grant leave. The five established principles from that case include the requirement that the application be made in good faith, that relevant issues for cross-examination be sufficiently identified, and that there be sufficient conflict in affidavit evidence to necessitate cross-examination.

Furthermore, as emphasised in Chan Weng Fui v Pan Malaysia Capital Berhad & Ors [2023] CLJU 1668 (High Court), the law insists on the principle of good faith in making an application to cross-examine. As stated in that 12 case, such an application ought to be dismissed if filed mala fide or with an improper purpose to delay, harass, intimidate, or oppress the deponent or the opposing party.

The present circumstances give rise to legitimate concerns about the good faith nature of this application. The Defendant filed this cross-examination application on 26.3.2025 whilst simultaneously pursuing an appeal against the dismissal of the Conversion Application before the Court of Appeal. This creates a contradictory position where the Defendant maintains before the appellate court that the matter should proceed to trial (where witnesses must be called and examined), yet seeks to prematurely cross-examine the Plaintiff based solely on affidavits in the High Court.

This contradictory approach mirrors the situation in Charles Koo Ho-Tung, where the court observed that an application was “not filed on relevant considerations but was instead filed by the [defendants] as a 'tactical countermeasure' to delay specifically the enforcement of the decision...and generally the disposal of the OS.” The court in that case found that the application “had been made...for improper and/or collateral purposes” and “had not been filed in good faith.”

Moreover, my decision in the Conversion Application at paragraph 107 expressly found that “the Defendant has failed to establish any substantial factual disputes that 13 would warrant conversion of these proceedings to a writ action.” I further found that “the comprehensive 209-page statement of work, supported by contemporaneous documentation and detailed explanations in the Plaintiff's affidavits, provides sufficient basis for the court to assess the reasonableness of the remuneration claim through the originating summons procedure.”

The logical inconsistency in the Defendant's position is apparent: if there are insufficient substantial factual disputes to warrant conversion to a writ action under the established conversion test, the same disputes cannot simultaneously be substantial enough to satisfy the three-pronged test for cross-examination under Tetuan Kumar Jaspal Quah & Aishah v The Co-Operative Central Bank Ltd [2007] 4 CLJ 487 (Court of Appeal). As stated by the Court of Appeal in that case, cross-examination would not advance the cause of justice and should be refused if there is sufficient affidavit evidence or contemporaneous documents to enable the court to properly decide without the need for cross-examination.

The Defendant's reliance on paragraph 108 as creating some form of estoppel against the Plaintiff or as providing a procedural foundation that bypasses the established legal requirements is misconceived. The reference in paragraph 108 was a neutral observation of available procedure, not a judicial pre-approval of any specific application. To construe it otherwise would effectively allow parties to circumvent the 14 rigorous legal tests established by the appellate courts for cross-examination applications.

I find that whilst paragraph 108 of the conversion decision acknowledged the theoretical availability of cross-examination as a procedural option, this does not constitute an “express invitation” that relieves the Defendant of the burden of satisfying the established legal criteria for such applications. The Defendant cannot invoke paragraph 108 as creating any procedural foundation that bypasses the requirements of good faith, proper particularisation of disputed issues, and demonstration of necessity for cross-examination.

On the contrary, the simultaneous pursuit of the appeal against the conversion dismissal whilst filing this cross-examination application, coupled with the court's earlier finding of no substantial factual disputes warranting conversion, raises serious questions about whether this application has been made in good faith or constitutes an abuse of process designed to delay the resolution of the substantive remuneration claim.

Accordingly, I reject the Defendant's argument that this court's reference to Order 38 in paragraph 108 provides any special procedural foundation for the present application that would excuse compliance with the three-pronged test for cross-examination applications established in Tetuan Kumar Jaspal Quah & Aishah and the supplementary good faith requirements from Charles Koo Ho-Tung.

The Defendant submits that as an accounting professional, the Plaintiff should have maintained meticulous contemporaneous documentation of all work performed. The Defendant argues that when seeking substantial remuneration, the Plaintiff has failed to produce necessary paperwork or contemporaneous documents beyond an Excel sheet of purported work and time spent. The Defendant contends this falls short of expected professional standards for verification and assessment of claimed work. Specifically, the Defendant submits that the Plaintiff claimed to have over 4,000 emails, yet none of these emails have been produced.

The Defendant characterises the Statement of Work as “nothing but a mere self-serving excel sheet where the origin, author and source of the information in the document is unknown” and that “the entries cannot be verified with contemporaneous documents”. The Defendant contends that there was evidence of active withholding of relevant documentation by the Plaintiff, pointing to the Plaintiff's own admission in his affidavit that he had exchanged over 4,000 emails during his tenure as IJM.

The Defendant argues that if evidence existed, as suggested by the Plaintiff himself, it should be produced rather than withheld, and that had the court converted the matter pursuant to their Conversion Application, this would have been a matter for general discovery, requiring the Plaintiff to produce these documents as relevant materials.

The Plaintiff contends that far from merely producing an Excel sheet, Enclosure 1 comprised 14 volumes containing the 209-page Statement of Work which comprehensively set out all details of works undertaken by the Plaintiff and his team, when such works were conducted, and in certain instances even explanations as to why such works were necessary, who conducted the works, and how long was spent on each entry. The Plaintiff submits that the Statement of Work “speaks for itself and does not require further documentary evidence to support each and every time entry”.

The Plaintiff further argues that the contemporaneous documentary evidence already placed before the court comprised legal suits, sales orders, IJM reports, and efforts in negotiating with suppliers and customers, all of which evidenced the contributions made during the IJM period.

Regarding the allegation of withholding evidence, the Plaintiff provides a comprehensive undertaking that since affidavits had closed for Enclosure 1 for both parties, nothing further 17 would be filed and no suggestion would be made at the hearing regarding additional emails or documentation not previously disclosed. The Plaintiff maintains that all relevant contemporaneous documentation had been provided and that the contributions made by his team during the IJM period were evident and could be objectively assessed through the contemporaneous documentary evidence already placed before the court.

Having considered both parties' submissions, I find the Plaintiff's position to be more persuasive for the following reasons. First, the characterisation of the Plaintiff's evidence as merely an “Excel sheet” is inaccurate. The evidence before this court consists of a comprehensive 209-page Statement of Work supported by contemporaneous documentation and detailed explanations in the Plaintiff's affidavits, running to 14 volumes in total. This substantial body of documentation provides a detailed account of the work performed, including dates, personnel involved, nature of tasks, explanations for why work was necessary, and time expended.

The principle established in Nasser Ali Azayez Maktoum Al Sheraifi & Ors v Affinity Heights Sdn Bhd (In Receivership) [2018] 5 CLJ 751 (High Court, Justice Mohd Nazlan Ghazali) is instructive. In that case, the court held that contemporaneous documents concerning matters existing at that point in time have higher evidential value relative to oral evidence, and that the best evidence rule applies to key 18 documents such as agreements, correspondences and cause papers. The court emphasised that “contemporaneous documents speak of matters then existing at the time such documents were issued or made”, citing the Court of Appeal decision in Guan Teik Sdn Bhd v Haji Mohd Noor bin Haji Yakob & Ors [2000] 4 CLJ 324; [2000] 4 MLJ 433. The superiority of contemporaneous documents over oral evidence was established by the Federal Court in Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] 1 LNS 119; [1979] 2 MLJ 229. As noted in Kumagai Gumi Co Ltd v Zenecon-Kumagai Sdn Bhd & Ors [1994] 1 LNS 73; [1994] 2 MLJ 789 (High Court), undisputed documentary evidence enjoys superior status.

The court in Nasser Ali Azayez (supra) further held that “the mere fact that the respondent claimed to dispute the relevant averments of the petitioners is manifestly insufficient a basis to warrant cross-examination. The petitioners had exhibited various documents; the respondent must do more than merely dispute without adequate substantiation by producing its own documentary evidence to furnish a basis for its disputation.”

In this case, the Plaintiff has provided substantial documentation beyond what the Defendant characterises as a mere Excel sheet. The evidence includes: (a) a comprehensive 209-page Statement of Work detailing dates, personnel involved, purpose of tasks, and time expended; (b) contemporaneous documentary evidence comprising legal 19 suits with all suit numbers produced to enable the court to take judicial notice; (c) sales orders of the Defendant carried out or placed during the IJM period; (d) evidence of negotiations with suppliers and customers as evidenced from the IJM Report; and (e) documentation of efforts in procuring additional foreign workers.

The Defendant's assertion that the Statement of Work lacks material particulars is contradicted by the evidence. The Statement of Work comprehensively details the work undertaken, when such works were conducted, explanations as to why such works were necessary, who conducted the works, and how long was spent on each entry. The Defendant has failed to identify or particularise which entry within the Statement purportedly lacks justification or supporting documentation, rendering the Defendant's assertion a bare and unsubstantiated allegation. The assessment of whether the documentation meets professional standards and supports the claimed remuneration fundamentally relates to matters of professional judgment and reasonableness rather than disputed facts requiring oral testimony.

The comprehensive 209-page Statement of Work provided by the Plaintiff, supported by detailed affidavit explanations, furnishes materially superior documentation to cases such as Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] MLJU 2189, where the Court of Appeal at paragraph 113 criticised the absence of work specifications, noting that 20 materials “do not appear to be contemporaneous records of the work undertaken. Rather they are summaries of work done or simply contain time expended with the rate specified but with no specification of what work was undertaken during that time, far less why such an amount of time was necessary.”

Regarding the central question of whether the Plaintiff's reference to 4,000 emails constitutes evidence of active withholding that would justify cross-examination, the court finds that the Defendant's characterisation of “active withholding” is not supported by the evidence. The Plaintiff's mention of 4,000 emails in his affidavit does not constitute an admission of withholding relevant evidence, but rather appears to be a general reference to the volume of correspondence generated during his tenure as IJM. Significantly, the Plaintiff has provided a clear undertaking that no further documentation will be filed and that no reference will be made to undisclosed materials at the hearing.

The court is satisfied that the Plaintiff has provided comprehensive documentary evidence to support his remuneration claim. The evidence before the court consists of 14 volumes of affidavits containing a 209-page Statement of Works, contemporaneous legal documents, correspondence with suppliers and customers, sales orders, negotiations records, and the IJM's report. This level of documentation details the work undertaken, the personnel 21 involved, time spent, and explanations for the necessity of various tasks.

The court finds that the Defendant has failed to identify with specificity which additional documents from the alleged 4,000 emails would be material to the determination of the remuneration claim. The Defendant's assertion that all relevant emails should be produced amounts to a fishing expedition without demonstrating the relevance or materiality of such correspondence to the issues in dispute. The mere existence of additional documents does not render the substantial documentation already provided inadequate. The court must assess whether the evidence before it is sufficient, not whether every conceivable document has been produced.

The Defendant's argument regarding professional standards for accounting professionals must be considered in the context of insolvency practice. The High Court in Goh Swee Oh @ Khoo Swee Cheng & Ors v Heng Ji Keng & Anor [2010] MLJU 2022 (Justice Ramly FCJ) held that fees and disbursements of an insolvency practitioner can be approved without requiring a taxation exercise, finding it sufficient that the summary of work provided did not appear to be outside the scope of normal duties and functions. The Court of Appeal in Ong Kwong Yew & Ors v Ong Ching Chee & Ors established that while an insolvency practitioner must show the sums claimed are reasonable, this requires only that there be material which the court can analyse with an 22 independent mind. The overriding principle is that compensation must be reasonable, but this does not mandate a trial process or the production of every conceivable document.

The court also considers the practical implications of the Defendant's argument. If every reference to the volume of correspondence during a lengthy appointment were to constitute grounds for cross-examination, it would render the originating summons procedure unworkable for remuneration applications. The court must balance the need for adequate evidence against the expeditious resolution of such matters. Furthermore, the Plaintiff's offer of an undertaking effectively addresses any concern about future reliance on undisclosed materials, ensuring that the court's determination will be based solely on the evidence already before it, thereby eliminating any prejudice that might arise from allegedly withheld documentation.

For the foregoing reasons, the court finds that the documentary evidence provided by the Plaintiff far exceeds what could reasonably be characterised as inadequate or falling short of professional standards. The comprehensive 209-page Statement of Work, supported by contemporaneous documentation and detailed explanations in 14 volumes of affidavits, provides more than sufficient basis for the court to assess the reasonableness of the remuneration claim. The Defendant has failed to establish that there has been any improper withholding of evidence 23 that would justify cross-examination. The Defendant's challenges regarding documentation adequacy and alleged withholding are quintessentially evaluative exercises involving professional and commercial standards, not contested factual disputes that would benefit from oral testimony. The Defendant's objections on these grounds are therefore misconceived, unsupported by the evidence before the court, and are accordingly rejected.

The Defendant raised an issue concerning how the Plaintiff arrived at the composite rate of RM800.00 per hour. The Defendant contended that this rate was self-declared without support from documentary evidence and that the Plaintiff failed to adequately explain the derivation of this rate. The Defendant challenged the composite rate on several grounds, arguing that the Plaintiff only provided limited justification by applying a 25% discount on an alleged initial composite rate of RM1,063.00 per hour without explaining how he arrived at this initial rate or the basis for the discount. Additionally, the Defendant argued that the Plaintiff's reliance on a previous court order fixing his remuneration as interim liquidator at RM600.00 per hour was inappropriate as it failed to explain why this rate justified the composite rate of RM800.00 per hour, particularly given that the order related to a different role (interim liquidator versus interim judicial manager) and only 24 concerned the Plaintiff's own hourly rate rather than that of his team members.

The Plaintiff, on the other hand, provided detailed explanations for the composite rate derivation. The Plaintiff stated that the composite rate was calculated using a time costs system whereby individual hourly rates of team members were averaged out. According to the Plaintiff's evidence, the actual hourly rates in 2022 were: Dato' Adam Primus Varghese at RM2,000.00, Dato Nabesh Khanna at RM1,500.00, Macpherson Simon at RM1,500.00, Iswari Manokharan at RM1,000.00, Jo Gan Pee Hui at RM600.00, and Natasha Sophia at RM600.00, resulting in a blended hourly rate of RM1,200.00. The Plaintiff explained that a 25% discount was then applied, which is generally expected in insolvency cases, bringing the composite rate down to RM800.00 per hour from RM1,063.00 per hour. To substantiate the reasonableness of this rate, the Plaintiff referred to a sealed Court Order dated 14.4.2017 issued by Justice Lau Bee Lan in Kuala Lumpur High Court Winding Up Petition No. 28NCC-184-04/2017, in which his remuneration as an interim liquidator was fixed at RM600.00 per hour, arguing that the RM800.00 rate was fair and justifiable especially when considering inflation and increasing complexity of insolvency engagements over the intervening 8 years.

Having carefully considered the evidence and submissions of both parties, I find the Plaintiff's explanation of the composite rate to be adequately substantiated and reasonable in the circumstances. The legal framework for assessing remuneration claims by insolvency practitioners has been established in authorities such as Perumahan NCK Sdn. Bhd v Mega Sakti Sdn Bhd (High Court) [2005] 7 MLJ 389, where the High Court held that whilst the court must “carefully scrutinise the facts” and “need not accept what is submitted at face value”, this does not require a taxation-like process. The approach was reinforced by the Court of Appeal in Ong Kwong Yew, which established that an insolvency practitioner must show the sums claimed are reasonable by providing material which the court can analyse with an independent mind, but this does not mandate a trial process.

The Plaintiff has provided a methodical breakdown of how the composite rate was derived, including the individual hourly rates of team members and the application of a standard industry discount. The Court Order dated 14.4.2017 from Justice Lau Bee Lan provides a relevant benchmark, notwithstanding that it relates to an interim liquidator appointment rather than an interim judicial manager. The Defendant's argument that the roles are fundamentally different lacks substance, as both roles involve similar insolvency and corporate rescue expertise. Moreover, the fact that the 2017 order fixed the Plaintiff's rate at RM600.00 per hour, and the current composite rate 26 of RM800.00 per hour represents a reasonable progression considering inflation and increased complexity over a period of approximately 8 years.

The Defendant's assertion that the team members should have lower hourly rates commensurate with their experience, thereby resulting in a lower composite rate, fails to recognise that the Plaintiff has already applied a 25% discount to the composite rate. The individual rates cited by the Plaintiff for his team members appear reasonable given their qualifications and experience as detailed in the evidence before the court. The court notes that the Defendant did not produce any contrary evidence regarding industry standards for such professional services in insolvency practice.

Furthermore, the comprehensive 209-page statement of work, supported by contemporaneous documentation and detailed explanations in the Plaintiff's affidavits, provides sufficient material for the court to assess the reasonableness of the composite rate without requiring cross-examination. As established in Goh Swee Oh, fees and disbursements of an insolvency practitioner can be approved without requiring a taxation exercise where the summary of work provided does not appear to be outside the scope of normal duties and functions.

The Defendant's challenges regarding the alleged inconsistency in the initial composite rate figures (RM1,063.00 versus RM1,200.00) and the lack of documentary evidence to support the actual hourly rates do not materially undermine the Plaintiff's case. The slight discrepancy in figures can be attributed to rounding differences in the calculation methodology, and the absence of formal industry rate cards does not invalidate the reasonableness of the rates claimed, particularly where they are supported by the judicial precedent of the 2017 court order.

I therefore find that the Defendant has failed to establish any material dispute regarding the composite rate that would warrant cross-examination of the Plaintiff. The rate of RM800.00 per hour is fair and reasonable in the circumstances, having regard to the nature and complexity of the work undertaken, the experience and expertise of the Plaintiff and his team, the industry practice of applying discounts in insolvency cases, and the judicial precedent established in the 2017 court order. The Defendant's application for cross-examination on this issue is accordingly dismissed.

The Defendant challenges the Plaintiff's use of team members on two primary grounds: alleged overlapping and duplicated responsibilities, and the assertion that the IJM 28 appointment is personal and does not grant automatic licence to employ extensive assistance from the firm. The Defendant contends that more than 90% of the purported works listed in the Statement of Work appears to have been carried out by the Plaintiff's team members rather than by the Plaintiff himself, and questions why extensive team involvement was necessary for a company with RM1,000 paid-up capital.

Specifically regarding overlapping responsibilities, the Defendant argues that there is evidence of duplicated tasks and over-manning in the time cost records, contending that cross-examination is necessary to clarify the scope and necessity of team member involvement. The Defendant points to the example that whilst “Mac” purportedly has the specific responsibility of “IJM Administration”, all of the Plaintiff's team members clocked in significant hours in the “IJM Administration” section for December 2021 in the Statement of Work, as well as in the remaining months up until September 2022. The Defendant contends that the so-called “specific responsibility” of each team member is essentially arbitrary and merely an excuse to involve an extra unnecessary team member in the Plaintiff's administration.

The Defendant further argues that despite its challenge, the Plaintiff has dismissed this allegation without explanation to justify the overlapping responsibilities between his five team members, asserting that such a crucial factual issue must 29 be explained through cross-examination as it will have a bearing on the reasonableness of the remuneration quantum. The Defendant relies on the Singapore High Court case of Re Econ Corp Ltd (in provisional liquidation) [2004] SGHC 49, arguing that appointments in insolvency matters are personal to the office holders and should not be interpreted as a mandate to appoint staff from the firm in all aspects of the insolvency at all times.

The Plaintiff submits that the Defendant has failed to identify specifically which entries in the time cost purportedly reflect overlapping, duplicated tasks or over-manning, characterising the Defendant's assertion as sweeping and unsubstantiated with any particulars. The Plaintiff argues that making bare allegations and denying everything does not justify cross-examining the Plaintiff. The Plaintiff avers that at no material time during the IJM period was any such objection raised, and that the Defendant's belated contention that the involvement of his team members was unnecessary is wholly unmeritorious and unsupported by any evidence.

The Plaintiff explains that certain tasks performed by the Plaintiff and his team were necessarily repetitive in nature, such as weekly management meetings where the issues being discussed may be repetitive. The Plaintiff contends this is an inherent and unavoidable feature of managing the Defendant's ongoing business operations, which, as a candy manufacturing business, required routine monitoring, 30 consistent engagement, and regular operational oversight. The Plaintiff provides specific examples, explaining that the Plaintiff and his team held weekly meetings with various Heads of Departments within the Defendant to receive updates, evaluate performance, and conduct brainstorming sessions aimed at identifying and implementing effective solutions to pressing operational challenges. The Plaintiff submits these recurring tasks were not duplicated, but rather essential to ensuring continuity and stability in the Defendant's operations during the IJM period.

The Plaintiff further submits that requiring him to run the IJM process alone without any support from his team members is nonsensical, especially given that the Defendant's business operations are large and complex, involving factory operations, international deliveries, suppliers, and managing employees. The Defendant's focus on the RM1,000 paid-up capital fails to appreciate that the complexity of interim judicial management duties is determined by the scale of operations, debt obligations, and stakeholder interests, not by the nominal share capital of the company. The Plaintiff contends that it is not surprising the Defendant was unaware of the nature, scope, and frequency of these activities, given that neither the Defendant nor its directors were involved in the management of the Defendant during the IJM period.

Significantly, the Plaintiff demonstrates that the Defendant had been regularly corresponding and engaging with various members of the Plaintiff's team throughout the IJM period, including attending meetings and issuing emails and letters, thereby evidencing their tacit acknowledgment and acceptance of the team's involvement. For instance, on 10.12.2021, the Deponent of the Defendant had a meeting with Dato' Nabesh Khanna and Macpherson Simon to discuss the outstanding amount due from KSM amounting to RM1.3 million, where it was agreed that all sales and marketing staff under KSM were to be seconded to the Defendant and for the respective staff to report directly to the office of the IJM.

Having carefully considered the submissions of both parties on these issues, I find that the Defendant's challenges fundamentally rest on assertions without providing specific particulars to support their contentions. The evidence before the court shows that the Plaintiff has provided a comprehensive 209-page Statement of Work detailing the activities undertaken during the IJM period from 17.11.2021 to 31.8.2022. The Statement categorises work into four distinct areas: IJM Administration (967.00 hours), Business (864.40 hours), Finance & Account (259.08 hours), and KSFI Administration (172.35 hours), totalling 2,262.83 hours. This furnishes materially superior documentation compared to cases where courts have criticised inadequate documentation that contained “no specification of what work 32 was undertaken during that time, far less why such an amount of time was necessary.”

The court accepts the Plaintiff's explanation regarding the nature of repetitive tasks inherent in managing a complex candy manufacturing business. The evidence demonstrates that the Defendant's operations extended to international deliveries, suppliers, and managing employees, requiring routine monitoring and regular operational oversight. The weekly meetings with various Heads of Departments were necessary for receiving updates, evaluating performance, and conducting brainstorming sessions to identify and implement effective solutions to operational challenges. Such activities are not duplicated work but essential management functions required for business continuity during the IJM period.

The evidence establishes that the practice of insolvency practitioners working with a team is standard in the industry. This is acknowledged in Re Econ Corp Ltd, where the Singapore High Court recognised that “the practice of insolvency practitioners working with a team is standard in the industry” and that “the remuneration that an insolvency practitioner can command embraces compensation for the assistance of employees of their firms.” However, the court in Re Econ Corp Ltd also emphasised the need to balance various considerations including reasonableness and scope of work to prevent “overservicing” or “overmanning”. In the present case, the scale and complexity of the Defendant's 33 operations necessitated a competent and coordinated team effort.

The evidence shows that the Plaintiff was appointed to oversee and manage the Defendant's factory operations, which extended to international deliveries, suppliers, and managing 144 known creditors with aggregate debts totaling RM206,683,285.44, as well as other stakeholders including the Defendant's employees. Whilst the Defendant has a paid-up capital of only RM1,000, the reality of its operations required extensive team involvement given the scale and complexity of managing 144 creditors with aggregate debts exceeding RM206 million, international operations, and a manufacturing business requiring continuous oversight. The Plaintiff's statutory duty was to preserve the company as a going concern in the interests of all these stakeholders. The scale of this task necessitated a competent and coordinated team effort, particularly given the complexity of a candy manufacturing business that required routine monitoring, consistent engagement, and regular operational oversight.

Most significantly, the court finds compelling the Plaintiff's submission regarding estoppel by conduct. The Defendant had engaged directly with the Plaintiff's team members during the IJM tenure, including via letters and emails, thereby evidencing their implicit acknowledgment and acceptance of the Plaintiff as the IJM and the involvement of the Plaintiff's team members. The specific meeting on

10.12.2021 between Edward Tan Juan Peng and Dato Nabesh Khanna and Macpherson Simon regarding the RM1.3 million outstanding from KSM, where agreements were reached about seconding KSM's sales and marketing staff to the Defendant, demonstrates the Defendant's direct engagement with and acceptance of the Plaintiff's team members. Such conduct is wholly inconsistent with the position now sought to be taken by the Defendant and undermines the credibility of the Defendant's current assertion, especially when the Defendant had benefited from the services, expertise and hard work of the Plaintiff and his team members. [74] The court notes that the Defendant failed to take any formal steps during the IJM period to object to the involvement of the Plaintiff's team members. The Defendant neither obtained any stay order from the court to restrain or prohibit the Plaintiff from engaging his team members, nor issued any formal notice to the Plaintiff to object to the assistance provided by the Plaintiff's team members in the management of the Defendant's affairs. The Defendant had every opportunity to set aside the Plaintiff's IJM appointment but never did so. The determination of whether extensive team involvement was necessary for a company with RM1,000 paid-up capital but complex operations involving over RM206 million in debts and international manufacturing activities is quintessentially an evaluative exercise involving professional and commercial standards, not a contested factual dispute that would benefit from oral testimony. [75] The Plaintiff has adequately explained the necessity for team involvement given the complex nature of the Defendant's business operations. The tasks undertaken by different team members, while sometimes falling within the same category such as “IJM Administration”, serve different functions and aspects of the overall IJM duties. The fact that multiple team members worked on IJM Administration matters does not automatically constitute inappropriate overlap, particularly given the complexity and scope of duties required in managing the Defendant's operations. The case of Kao Chai-Chau Linda v Fong Wai Lyn Carolyn and others [2015] SGHC 260, decided by the Singapore High Court, establishes that a court can subtract claims for billable hours which have not been adequately supported by evidence. However, this principle supports the position that remuneration determination should be based on evidence adduced through affidavits rather than requiring cross-examination. [76] I find that the allegations of overlapping responsibilities are not substantiated by specific evidence. The Defendant's challenge amounts to generalised assertions without identifying particular entries or providing concrete examples of unnecessary duplication. The evaluation of whether team responsibilities represent appropriate division of labour or unnecessary overlap fundamentally relates to matters of professional assessment and commercial reasonableness rather than disputed facts requiring oral testimony. The Defendant has failed to identify with specificity which entries in the time cost purportedly reflect overlapping, duplicated tasks or overmanning. [77] The court concludes that the documentary evidence before it is sufficient to assess the work performed by the Plaintiff's team without requiring oral testimony. The Defendant's challenges regarding team efficiency and task allocation are quintessentially evaluative exercises involving professional and commercial standards, not contested factual disputes that would benefit from oral testimony. The Defendant's arguments on overlapping responsibilities and team member involvement do not establish material disputes of fact that would justify the inconvenience, expense, and delay associated with converting these proceedings to include cross-examination. The evidence supports the Plaintiff's position that the involvement of team members was necessary, appropriate, and properly documented. [78] For the foregoing reasons, I dismiss the Defendant's application for cross-examination on the grounds of overlapping and duplicated responsibilities and excessive team member involvement. The apparent contradiction between the Defendant's RM1,000 paid-up capital and the necessity for extensive team involvement is resolved by recognising that interim judicial management responsibilities are dictated by operational complexity and stakeholder obligations, not nominal share capital. The Plaintiff has adequately demonstrated through documentary evidence the necessity and reasonableness of his team's involvement, and the Defendant's conduct during the IJM period estops it from now challenging arrangements it previously accepted and benefited from. The evidence establishes that the involvement of the Plaintiff's team was not only reasonable but necessary given the scale and complexity of the Defendant's operations. Contribution to Scheme of Arrangement [79] The Defendant raised an issue concerning the Plaintiff's actual contribution to the Khee San Group's Scheme of Arrangement (“the Scheme”). The Plaintiff contended that he engaged with the Defendant’s parent company, KSB, and the financial institution creditors to formulate and develop the proposed Scheme. He claimed that KSB, via a letter dated 21.6.2022, sought his assistance to negotiate a scheme with the financial institution creditors, that he had reviewed the proposed Scheme and shared his views with the financial institution creditors and the Khee San Group, and that through the Scheme, his appointment as interim judicial manager successfully rehabilitated the Defendant. [80] The Defendant vehemently disputed the Plaintiff's purported contribution to the Scheme. The Defendant contended that the Plaintiff did not support the idea of the Scheme, much less contribute to it. Rather than supporting the Scheme, the Defendant argued that the Plaintiff insisted on being appointed as judicial manager through a judicial management proposal (“JM Proposal”), which was essentially a carbon copy of the Khee San Group's proposed Scheme. The Defendant further submitted that it was evident the JM Proposal was a carbon copy of the proposed Scheme as it contained identical terms, including M&A Securities Sdn Bhd's commitment which was not within the Plaintiff's knowledge. The Defendant contended that the only way for the Plaintiff to know about M&A Securities' commitment was if he had sighted the draft Scheme, which was provided to him via KSB's letter dated 21.6.2022. The Defendant pointed out that the Plaintiff had not produced any document showing that there was a draft JM proposal before KSB's letter dated 21.6.2022. Additionally, the Defendant argued that various meetings took place between the financial institution creditors and the Khee San Group's management without the Plaintiff's presence, which led to the financial institution creditors' agreement to the Scheme. The Defendant maintained that the Plaintiff's involvement in the Scheme was minimal at best, as he was more interested in pushing through his JM Proposal, and that the Khee San Group's Scheme was achieved through the collective effort of many parties. [81] Having carefully considered the evidence and submissions from both parties, I find that the Plaintiff has demonstrated meaningful and substantial contribution to the Scheme of Arrangement. The evidence establishes that KSB specifically sought the Plaintiff's assistance through its letter dated 21.6.2022 to negotiate with the financial institution creditors. As detailed in the Plaintiff's affidavit evidence, he and his team reviewed the KSB Scheme and shared their views with the Financial Creditors and KSB Group. The IJM comments on the KSB's scheme proposal and IJM draft JM proposal are documented at Appendix 21, pages 1949- 2038 of the Plaintiff's report at Exhibit DAP-9. [82] Significantly, the evidence demonstrates that numerous discussions were held between KSB, the directors, Financial Creditors and the IJM Team to address key terms and identify gaps in the KSB Proposal, including preparation of a financial model to determine the business value by the IJM team. The IJM Team also verified certain facts which assisted the financial creditors in making their decision. The Plaintiff had essentially carved the path to allow KSB, the Defendant, Khee San Marketing Sdn Bhd and Mega Global Confectionary Sdn Bhd to enter into the scheme of arrangement that the parties eventually achieved via Order dated 21.12.2022 in KLHC OS Suit No. WA-24NCC-1067- 12/2022. [83] Most persuasively, the evidence shows that the Financial Creditors benefited tangibly through the IJM's involvement when the proposed return to the Financial Creditors was increased following the actions taken by the IJM in preserving the assets and business. The objective of the judicial management application was achieved when the financial creditors were provided with independent information by the IJM to decide and agree terms on the Scheme of Arrangement (which was eventually approved by the court). The evidence demonstrates that the proposed return to Financial Creditors increased from RM36 million prior to IJM involvement to RM47 million after being facilitated by the IJM - an increase of RM11 million. [84] The Defendant's contention that the 21.6.2022 letter by KSB is insufficient evidence of the Plaintiff's contributions fails to account for the substantial documentary evidence provided by the Plaintiff. Whilst KSB may have written to the Plaintiff because he was the Defendant's interim judicial manager at the material time, this does not diminish the actual work performed and value delivered by the Plaintiff and his team. The suggestion that KSB “had no other choice” overlooks the fact that the Plaintiff was specifically requested to assist with scheme negotiations and that substantial work was thereafter undertaken. [85] The Defendant's argument that the JM Proposal was merely a “carbon copy” of the proposed Scheme is not fatal to the Plaintiff's contribution claim. The fact that both proposals contained similar terms, including M&A Securities Sdn Bhd's commitment, does not negate the substantial work undertaken by the Plaintiff in reviewing, analysing, and improving the Scheme. Indeed, the evidence shows that after the series of discussions and deliberations involving the Plaintiff, the Financial Creditors agreed to the KSB Scheme and the JM application was withdrawn as the objective of the JM application was met during the IJM period. [86] Applying the principle established in Re Econ Corp, that “value contributed” is probably one of the most important aspects of the insolvency practitioner's role and that the court in determining appropriate remuneration will want to assess what difference the insolvency practitioner has made to the matter, I find that the Plaintiff has demonstrated clear and measurable value contribution to the Scheme. [87] Prior to the Plaintiff's appointment as IJM, KSB and the Defendant were never able to obtain the consent of the financial institution creditors to agree to a scheme. The proposed return was only RM36 million as evidenced in the Affidavit in Reply affirmed by Edward Tan Juan Peng on 14.12.2021. However, after the Plaintiff took over and cleaned up the operations and books, there was more visibility on the operations and finances of the Defendant, and KSB was able to increase the return to creditors to RM47 million. [88] The fact that various meetings took place between financial institution creditors and the Khee San Group's management without the Plaintiff's presence does not detract from his substantial contribution. The evidence shows that the Plaintiff provided independent information and analysis that enabled the financial creditors to make informed decisions. The eventual approval of the Scheme by the court validates the quality and value of the Plaintiff's work. [89] The Defendant has failed to produce evidence to substantiate its claim that the Plaintiff's contribution was minimal or that he hindered rather than helped the Scheme. The objective evidence demonstrates the opposite - that the Plaintiff's professional input and independent analysis materially enhanced the prospects of the Scheme's success and increased the returns to creditors. [90] Accordingly, I find that the Plaintiff made substantial and meaningful contributions to the Scheme of Arrangement that warrant recognition in the assessment of his remuneration claim. The Defendant's application for cross-examination on this issue is dismissed as the documentary evidence sufficiently establishes the Plaintiff's valuable contribution to the successful rehabilitation of the Defendant through the Scheme of Arrangement. Whether The Plaintiff Stabilised The Defendant's Business [91] The Defendant submits that an issue which must be resolved through cross-examination concerns whether the Defendant had truly stabilised the Defendant's business during his tenure as IJM. The Defendant made three principal claims: firstly, that the Defendant and his team members undertook major works and time to stabilise the Defendant's business; secondly, that the Defendant's cash position had increased significantly from RM182,949.00 to RM4,312,246.64 during his tenure as Defendant; and thirdly, that the Defendant's revenue in July 2022 was recorded at RM4.7 million and there was an increase in sales orders between August to October 2022. The Defendant challenges these claims, asserting that the Defendant's financial position went downhill after the Dfeendant took over the management and operation of the Defendant, that the Defendant's breakdown on the Defendant's cash position as at 1.9.2022 is not true by attempting to gather piecemeal irrelevant information to paint the picture he wants, and that in reality, the Defendant's cash position in the financial year ending 2022 was in fact only RM1,106,164.00. The Defendant further contends that the purported sales records are mere self-serving excel sheets internally prepared by the Defendant or by one of his so-called team members. [92] The Plaintiff responds that the contributions made by the Plaintiff and his team to the Defendant during the IJM period are evident and can be objectively assessed through the contemporaneous documentary evidence already placed before this court without warranting the Plaintiff to testify on the same. The Plaintiff submits that the simplest documents to prove that the Plaintiff had indeed made positive contributions to the Defendant's business and stabilised the said business is the Defendant's cash position when the Plaintiff took over, which was only RM182,949.00 as seen from the record of the Defendant's cash flow in November

However, 10 months later when the Defendant's business was surrendered back to them, the cash position of the Defendant had increased to RM4,312,246.64 as particularised in paragraph 51 of Plaintiff's Affidavit in Support in Enclosure 3. The Plaintiff further submits that the Sales Orders for August in the sum of RM4,939,844.32, September in the sum of RM6,187,548.74 and October 2022 in the sum of RM7,630,773.10 which can be found at Exhibit DAP-16, Enclosure 12 are the sales orders that the Plaintiff and his team had secured while the Plaintiff was the IJM. [93] Having carefully considered both parties' submissions and the documentary evidence before this court, I find that the Plaintiff has provided comprehensive contemporaneous documentary evidence to demonstrate the stabilisation of the Defendant's business during his tenure as interim judicial manager. The evidence shows that when the Plaintiff took over as IJM, the Defendant had a cash position of merely RM182,949.00 as recorded in the Defendant's cash flow in November 2021. By the end of his tenure on 1.9.2022, the Plaintiff had managed to increase the cash position to RM4,312,246.64, representing an increase of over RM4 million. [94] The breakdown provided by the Plaintiff for this increase is supported by contemporaneous documentation. The Plaintiff's affidavit in paragraph 51 of Enclosure 3 explains that the increase comprised: (a) RM2,000,000.00 that was previously held by Messrs Zaid Ibrahim & Co as a stakeholder pending the determination of his remuneration as the IJM of the Defendant; (b) RM192,895.64 which is the amount that was transferred back into the Defendant by his previous solicitors, ZICO on 7.9.2022; and

RM2,119,351.00 which is the advance payment made to the suppliers as evidenced from Note 9, Audited Financial Statements of the Defendant dated 30.6.2022. This breakdown is supported by Exhibit DAP-15, which contains copies of Messrs Zaid Ibrahim & Co.'s letters dated 1.9.2022, 7.9.2022 and 12.9.2022 to the High Court, Messrs Krish Maniam & Co.'s letters dated 1.9.2022 and 7.9.2022 to the High Court, and the court's email dated 6.9.2022. [95] Furthermore, the Plaintiff has demonstrated an improvement in the Defendant's sales performance during his tenure. The revenue for the month of July 2022 was recorded at RM4.7 million. The sales orders confirmed for August 2022, September 2022 and October 2022 were RM4,939,844.32, RM6,187,548.74 and RM7,630,773.10 respectively, as opposed to the estimated cash inflow of RM3.5 million from sales as reported by KSB Group in their audited financial statements as at 30.6.2021. These sales records are documented in Exhibit DAP-16. [96] The Defendant's challenge to these figures lacks substantive documentary support. The Defendant's assertion that the purported sales records are “mere self- serving excel sheets internally prepared by the Defendant” is unsupported by any contrary evidence. The Defendant has not produced any contemporaneous documents to contradict the sales figures presented by the Plaintiff or to support its claim that the Defendant's financial position went downhill after the appointment of the Defendant. [97] The Defendant's contention that the Defendant's cash position in the financial year ending 2022 was only RM1,106,164.00 fails to account for the specific breakdown provided by the Plaintiff. The Defendant has not provided any detailed analysis or supporting documentation to challenge the components of the Plaintiff's cash position calculation as at 1.9.2022. [98] I am guided by the principle established in Re Econ Corp, where it was held that “Value contributed is probably one of the most important aspects of the insolvency practitioner's role. The court, in determining the appropriate level of remuneration, will want to assess what difference the insolvency practitioner has made to the matter.” Applying this principle, I find that the documentary evidence overwhelmingly supports the conclusion that the Plaintiff made significant positive contributions to the Defendant's business stabilisation. [99] The Plaintiff's evidence demonstrates that he managed to stabilise the business operation of the Defendant within a period of 3 months, allowing for a recovery phase of the business thereafter, which resulted in positive cash flow to the business operation. The Plaintiff continued to run the business without any external funding throughout the IJM period, which is a clear indication of improved business performance. [100] Additionally, the Plaintiff was approached by KSB via letter dated 21.6.2022 to assist them to negotiate a scheme with the Financial Institution creditors of the Defendant. The Plaintiff and his team reviewed the KSB Scheme and shared their view with the Financial Creditors and KSB Group, with detailed comments documented in Appendix 21, pages 1949 – 2038 of Exhibit DAP-9. Numerous discussions were held between KSB, the directors, Financial Creditors and IJM Team to address key terms and identify gaps in the KSB Proposal, including preparation of financial models to determine business value by the IJM team. [101] I reject the Defendant's submission that cross-examination is necessary to resolve these factual issues. The contemporaneous documentary evidence provided by the Plaintiff is comprehensive and detailed, allowing this court to make an objective assessment of the value contributed by the Plaintiff during his tenure as interim judicial manager. The Defendant's objections appear to be based on speculation rather than concrete evidence. [102] For the foregoing reasons, I find that the Defendant did stabilise the Defendant's business during his tenure as IJM. The documentary evidence clearly demonstrates significant improvements in the Defendant's cash position, revenue generation, and overall business performance under the Plaintiff's management. The Defendant's application for cross-examination on this issue is therefore dismissed. Litigation Oversight Necessity [103] The Defendant submits that the Plaintiff's extensive involvement in overseeing litigation matters was neither necessary nor appropriate within the scope of an IJM's duties. The Defendant contends that cross-examination is necessary to determine the necessity of the Plaintiff's involvement in overseeing the Defendant's litigation works. [104] The Defendant challenges the Plaintiff's involvement in litigation works on the basis that such works were already undertaken by solicitors and handled by the Defendant's former solicitors, where minimal or no involvement from the Plaintiff was necessary. The Defendant submits that whilst the Plaintiff claims he needs to approve all affidavits, this does not answer the question of why he was dealing with matters within the exclusive domain of lawyers' expertise. [105] The Defendant asserts that the purported Statement of Work recorded that the Plaintiff was involved in, amongst others, reviewing documentary evidence and cause papers, and there was no necessity for the involvement of the Plaintiff in such matters when the lawyers were capable of managing these matters. [106] The Defendant submits it is important to cross-examine the Plaintiff on the extent of his involvement in the said litigation works, which would have a direct impact on the quantum of remuneration to be awarded. [107] The Plaintiff submits that his involvement in the Defendant's litigation matters was both necessary and consistent with the powers conferred upon him pursuant to paragraph (e) of the Ninth Schedule of the Companies Act 2016, which expressly empowers a Judicial Manager to bring or defend any action or legal proceedings in the name and on behalf of the company. The Plaintiff contends that in exercising this power, he was required to review and approve affidavits and other cause papers filed in ongoing proceedings, whether to initiate actions in the Defendant's name or to defend claims brought against the Defendant. [108] Additionally, the Plaintiff submits he had to engage in regular consultations with solicitors acting for the Defendant to provide instructions and assess the appropriate legal strategy in the context of the Defendant's overall business operations. The Plaintiff submits that the Defendant's directors are fully aware that, even prior to his appointment, the Defendant was embroiled in numerous legal actions, particularly suits instituted by financial institutions. [109] These suits continued throughout the Interim Judicial Management period and necessitated active legal oversight. The Plaintiff contends that such litigation-related work was therefore an integral part of the overall management of the Defendant's affairs and fell squarely within his statutory obligations as IJM. The Plaintiff submits there is absolutely no necessity to cross-examine him on this issue as all the Defendant's litigation matters during the Interim Judicial Management period are before this court. [110] Having considered the submissions of both parties and the evidence before this court, I find the Plaintiff's submissions to be more persuasive and accept them in their entirety. The statutory framework under the Companies Act 2016 provides clear guidance on the powers and duties of a judicial manager. Paragraph (e) of the Ninth Schedule of the Companies Act 2016 expressly empowers a Judicial Manager to bring or defend any action or legal proceedings in the name and on behalf of the company. This statutory provision is unambiguous and provides the Plaintiff with the necessary legal authority to oversee litigation matters affecting the Defendant. [111] The evidence before this court demonstrates that the Defendant was embroiled in numerous legal actions prior to the Plaintiff's appointment, particularly suits instituted by financial institutions. It is undisputed that these legal proceedings continued throughout the Interim Judicial Management period from 17.11.2021 to 1.9.2022. The Plaintiff's affidavit evidence, which I accept, shows that he reviewed and dealt with approximately 51 legal suits commenced by and/or against the Company together with his lawyers, as summarised in his Report at Appendix 18, pages 1938-1942 of Exhibit DAP-9. [112] I reject the Defendant's contention that the Plaintiff's involvement in litigation matters was unnecessary merely because solicitors were engaged. The role of an IJM extends beyond mere delegation to lawyers. The Plaintiff was required to provide instructions to solicitors, approve affidavits and cause papers, and assess appropriate legal strategy in the context of the Defendant's overall business operations. This supervisory and decision-making role is inherent in the powers conferred under the Companies Act 2016 and cannot be divorced from the overall management of the company's affairs. [113] The Defendant's argument that litigation matters fall within the “exclusive domain of lawyers' expertise” fails to appreciate the statutory duties and powers of a judicial manager. Whilst lawyers possess technical legal expertise, the judicial manager retains ultimate responsibility for strategic decisions affecting the company, including litigation strategy that may impact the company's financial position and business operations. The Plaintiff's involvement was not an encroachment upon legal practice but a proper exercise of his statutory powers and duties. [114] I find that the documentary evidence already before this court provides sufficient basis to assess the necessity and appropriateness of the Plaintiff's litigation oversight activities. The comprehensive affidavit evidence filed by the Plaintiff details his involvement in reviewing documentary evidence, cause papers, and providing instructions to solicitors. This evidence demonstrates that the Plaintiff's litigation-related activities were integral to his role as IJM and directly connected to the overall management of the Defendant's affairs during a period when the company faced significant financial distress and multiple legal challenges. [115] The Defendant has failed to demonstrate that cross-examination would elicit additional material evidence that would alter the court's assessment of this issue. The scope and nature of the Plaintiff's litigation oversight activities are adequately documented in the affidavit evidence and contemporaneous records before this court. The assessment of the extent and appropriateness of litigation oversight is quintessentially an evaluative exercise involving professional and commercial standards, not a contested factual dispute that would benefit from oral testimony. The Defendant's challenge to the necessity of this work is not supported by any specific evidence showing that the Plaintiff's involvement exceeded his statutory powers or was conducted in an unreasonable manner. [116] I therefore find that the Plaintiff's involvement in overseeing litigation matters was both necessary and appropriate within the scope of his duties as IJM. This involvement was expressly authorised by paragraph (e) of the Ninth Schedule of the Companies Act 2016 and was essential to the proper discharge of his statutory obligations. The assessment of the extent and necessity of litigation oversight fundamentally relates to matters of professional judgment regarding appropriate interim judicial management practice rather than disputed facts requiring oral testimony. The Defendant's application for cross-examination on this issue is dismissed as it fails to identify any genuine dispute of material fact that would warrant oral testimony, and the documentary evidence already before this court provides an adequate basis for determining this issue. I therefore find that the Plaintiff's involvement in overseeing litigation matters was both necessary and appropriate within the scope of his duties as Interim Judicial Manager. This involvement was not only expressly authorised by paragraph (e) of the Ninth Schedule of the Companies Act 2016 but was mandated by the broader statutory framework. Section 414(2) of the Companies Act 2016 provides that during the period for which a judicial management order is in force, all powers conferred and duties imposed on the directors by the Act shall be exercised and performed by the judicial manager and not by the directors. Section 414(3)(a) requires the judicial manager to “do all such things as may be necessary for the management of the affairs, business and property of the company”. Section 414(4) expressly provides that without prejudice to the generality of subsection (3)(a), the powers conferred by that subsection shall include the powers specified in the Ninth Schedule. [117] The litigation oversight activities undertaken by the Plaintiff were therefore not merely permitted but were required as part of his statutory duty to manage all affairs of the company, particularly given the numerous ongoing legal proceedings that posed significant risks to the company's business and property. The Defendant's application for cross-examination on this issue is dismissed as it fails to identify any genuine dispute of material fact that would warrant oral testimony, and the documentary evidence already before this court provides an adequate basis for determining this issue. Alleged Abuse of Position [118] The Defendant submits that it is necessary to cross-examine the Plaintiff on whether he allegedly abused his position when he was IJM of the Defendant. The Defendant contends that the alleged misconduct of the Plaintiff is directly relevant to the remuneration claim, asserting that case laws indicate that a judicial manager may be denied remuneration if there is evidence of misconduct. The Defendant specifically alleges that the Plaintiff unilaterally withheld RM436,886.66 when the High Court in the JM OS ordered for all stakeholder's funds to be transferred back to the df’s previous solicitors, and that the Plaintiff merely dismissed the df’s allegations on grounds of irrelevancy without any explanation. The Defendant argues that given the lack of explanation and documentary evidence to resolve the issue, cross-examining the Plaintiff on this crucial factual issue would advance the cause of justice. [119] In response, the Plaintiff contends that this is a misconceived and afterthought allegation that plays no role in this Originating Summons, which is solely to determine the quantum of the Plaintiff's remuneration whilst he was the IJM of the Defendant. The Plaintiff submits that there is no suit whatsoever before any court questioning the Plaintiff's purported negligence and whether the Plaintiff had abused his position. The Plaintiff argues that it is untrue that the Defendant did not have knowledge of alleged misconduct when the Plaintiff was the IJM, as evidenced by the Defendant's Affidavit in Reply dated 14.12.2021, which already raised allegations of misconduct and negligence against the Plaintiff whilst he was the IJM. The Plaintiff submits that because the Defendant did not want to obtain leave any action or challenge can be mounted against a court appointed officer, the Defendant never took any action against the Plaintiff. The Plaintiff contends that if the Defendant wants to take any action against the Plaintiff for his actions while he was the IJM, the Defendant will still have to obtain leave first, and that this allegation has nothing to do with this Originating Summons and therefore does not satisfy the threshold for cross-examination. [120] Having carefully considered the submissions and evidence before this court, I find that the Defendant's application for cross-examination on the alleged abuse of position fails for several compelling reasons. First, the Plaintiff's submission that this allegation is misconceived and irrelevant to the present proceedings is well-founded. This Originating Summons is specifically for the determination of the quantum of the Plaintiff's remuneration as IJM pursuant to Section 407(4)(c) of the Companies Act 2016. The court has already found in dismissing the Defendant's Conversion Application that this matter is nothing more than an assessment exercise for the court to approve the appropriate amount of remuneration due to the IJM. The Defendant's attempt to introduce allegations of misconduct constitutes an improper expansion of the scope of these proceedings. [121] Second, I accept the Plaintiff's submission that the Defendant was well aware of any alleged misconduct during the Plaintiff's tenure as IJM, as evidenced by contemporaneous documents including the Defendant's Affidavit in Reply dated 14.12.2021 (Enclosure 30 in the JM OS). The Defendant's affidavit clearly shows that allegations of the IJM's failure to understand group operations and threatening the listing status of KSB were raised during the IJM period itself. The fact that the Defendant chose not to take any formal action to challenge the Plaintiff's appointment or to obtain a stay order from the court to restrain the Plaintiff's activities during his tenure undermines the credibility of their current position. [122] Third, I find merit in the Plaintiff's argument regarding the procedural requirements established in N Chanthiran a/l Nagappan v Kao Che Jen [2023] 5 MLJ 284 (Federal Court). This authority establishes that leave must be obtained before any action or challenge can be mounted against a court appointed officer. The Defendant's failure to follow this established procedure during the Plaintiff's tenure as IJM, and their attempt to circumvent it now through cross-examination in remuneration proceedings, is procedurally improper. [123] Fourth, the evidence before this court demonstrates that the Defendant is estopped by conduct from challenging the Plaintiff's position and the involvement of his team members. The Plaintiff has established through numerous pieces of evidence that the Defendant engaged directly with the Plaintiff and his team members during the IJM tenure, including via letters and emails, thereby evidencing their implicit acknowledgment and acceptance of the Plaintiff as the IJM. The Defendant neither obtained any stay order from the court to restrain the Plaintiff from engaging his team members, nor issued any formal notice to object to the assistance provided by the Plaintiff's team members. Such conduct is wholly inconsistent with the position now sought to be taken by the Defendant. [124] Fifth, regarding the specific allegation concerning the sum of RM436,886.66, I note that this relates to stakeholder funds arising from the High Court's order dated 1.9.2022 where RM2 million belonging to the Defendant was held by the Plaintiff's previous solicitors, Messrs Zaid Ibrahim & Co, in a stakeholder account pending determination of the IJM remuneration pursuant to Section 417(3) Companies Act

The Plaintiff's claim that he retained the sum in good faith is supported by the context of ongoing proceedings for remuneration determination and the court's express orders regarding stakeholder arrangements. [125] Sixth, I find that the issues raised by the Defendant regarding alleged misconduct are better suited for separate proceedings where proper pleadings can be filed and the Defendant can seek appropriate relief. The present proceedings for remuneration assessment should not be encumbered with collateral attacks on the Plaintiff's conduct that were known to the Defendant throughout the IJM period but were never formally challenged through proper procedures. [126] Seventh, the Defendant's approach appears to be an attempt to relitigate issues that should have been raised during the IJM period itself. The Plaintiff was appointed by Ex-Parte Order dated 17.11.2021, and his appointment was never set aside by any party, nor was he removed by the court. His position as the valid court appointed IJM was never successfully challenged by any party during the relevant period. [127] Finally, I accept the Plaintiff's submission that cross-examination on this issue would not serve to resolve the Defendant's entrenched position. The Defendant has consistently dismissed and denied the value of the work carried out, and such denial would persist regardless of whether the Plaintiff is subjected to cross-examination on peripheral issues of alleged misconduct. The evaluation of whether there was any abuse of position involves quintessentially evaluative exercises of professional and commercial standards, not contested factual disputes that would benefit from oral testimony. [128] Accordingly, I find that the Defendant has failed to establish that cross-examination on the alleged abuse of position is necessary for the just and fair determination of the remuneration claim. The threshold for permitting cross-examination has not been met, as established in Tetuan Kumar Jaspal Quah & Aishah v The Co-Operative Central Bank Ltd, which places the legal burden on the applicant seeking leave to cross-examine a deponent to convince the court to exercise its discretion to grant leave. CONCLUSION [129] In conclusion, this court finds that the Defendant's application for cross-examination under Order 28, Rule 4(3) of the Rules of Court 2012 must be dismissed. Whilst the Defendant has raised concerns about the composite hourly rate, team involvement, and documentation, these challenges fundamentally relate to matters of professional assessment and reasonableness rather than disputed facts requiring oral testimony. The Defendant has fundamentally failed to satisfy the three-pronged test established in Tetuan Kumar Jaspal Quah & Aishah v The Co-Operative Central Bank Ltd for cross-examination applications. The Defendant has not demonstrated with the requisite specificity any material disputed facts that would warrant departing from the usual procedure in originating summons proceedings where matters are determined on affidavit evidence. The court's earlier finding in dismissing the Conversion Application that “the Defendant has failed to establish any substantial factual disputes that would warrant conversion of these proceedings to a writ action” remains determinative - the same disputes cannot simultaneously be insubstantial for conversion purposes yet substantial enough to justify cross-examination. [130] The comprehensive 209-page Statement of Work, supported by 14 volumes of contemporaneous documentation and detailed explanations in the Plaintiff's affidavits, provides more than adequate evidential foundation for the court to assess the reasonableness of the remuneration claim. The Defendant's challenges remain generalised assertions without proper particularisation, and their conduct throughout the IJM period - including direct engagement with the Plaintiff's team members through meetings, emails and correspondence - estops them from now challenging arrangements they previously accepted and benefited from. These challenges fundamentally relate to matters of professional assessment and reasonableness rather than disputed facts requiring oral testimony, and are quintessentially evaluative exercises involving professional and commercial standards that can be adequately determined through judicial assessment of the documentary evidence. [131] The court emphasises that the simultaneous pursuit of an appeal against the dismissal of the Conversion Application while filing this cross-examination application raises serious concerns about good faith and constitutes an abuse of process designed to delay resolution of the substantive remuneration claim. The Defendant's reliance on paragraph 108 of this court's earlier judgment as providing procedural foundation is misconceived - that reference was merely a neutral observation of available procedure, not judicial pre-approval that bypasses established legal requirements. Applications for cross-examination must be made in good faith with proper demonstration of necessity, not as tactical countermeasures to frustrate legitimate claims. The principle established in Nasser Ali Azayez Maktoum Al Sheraifi & Ors v Affinity Heights Sdn Bhd that contemporaneous documents have superior evidential value over oral evidence applies with full force here. The extensive documentary evidence already before this court, combined with the Plaintiff's clear undertaking regarding future disclosure, eliminates any legitimate basis for requiring the more cumbersome and expensive procedure of cross-examination. The interests of justice are best served by allowing the Originating Summons to proceed to determination based on the comprehensive evidence already filed, rather than permitting further delay through unnecessary oral examination. Accordingly, this application is dismissed with costs of RM10,000.00. 6 October 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiff: Saritha Devi with Nabila Roslee (Messrs Firoz Julian) For the Defendant: Tharminder Singh with Shahmi Nazir and Jane Chan (Messrs Izral Partnership)