Alliance Bank Malaysia Berhad v Hasil Laut Tanjung (M) Sdn. Bhd. (MA-28NCC-9-03/2026)

This is a creditor's petition to wind up the respondent company, Hasil Laut Tanjung (M) Sdn. Bhd. ("the Company"), presented by Alliance Bank Malaysia Berhad ("the Petitioner") under section 465(1)(e) read with section 466(1)(a) of the Companies Act 2016 ("the CA 2016"). The petition is founded on the single ground that the Company is unable to pay its debts.

The petition came on for hearing on 16 June 2026. The Company entered no appearance, filed no affidavit in opposition, and tendered no answer to the debt or to the petition. The petition is, in that sense, unopposed.

The debt relied upon is a judgment debt. By a judgment in default of appearance entered in the Melaka Sessions Court on 22 September 2025 in Civil Suit No. MA-A52NCC-136 08/2025, the Company, together with two guarantors, was ordered to pay the Petitioner the sums there specified. A statutory notice of demand described, in the notice itself and in paragraph 6 of the petition, as a demand "under section 465" of the CA 2016 (the accuracy of that description being examined at [21] to [24] below) followed, and the present petition was presented upon the Company's failure to satisfy it.

Although the petition is unopposed and the underlying debt is, on the face of the record, not in dispute, the manner in which the petition has been brought to hearing requires examination before any order is made. Two matters in particular call for consideration: first, whether the petition has been duly advertised in accordance with the Companies (Winding-Up) Rules 1972, and whether the advertisements relied upon are satisfactorily proved; and secondly, the role and effect of the Registrar's Certificate, and whether it establishes, or can cure, compliance with the requirements preliminary to hearing.

These Grounds address, in turn, whether the statutory ground for winding up is established; whether the mandatory requirement of advertisement has been satisfied and proved; the function of the Registrar's Certificate; and whether any non-compliance is a defect that the Court may overlook, with the disposition that follows.

The Company was incorporated on 20 November 2017. Its registered office is at DG-10, Pangsapuri Kota Laksamana Utama, 75200 Melaka. Its issued and paid-up capital is RM50,100, divided into 50,100 ordinary shares. According to the corporate information report of the Companies Commission of Malaysia dated 3 March 2026, exhibited as Annexure A to the petition, the Company carries on the business of the wholesale, retail, marketing and processing of cincalok, belacan and related local food products.

The most recent financial statements lodged with the Companies Commission, for the financial year ended 31 December 2023 and tabled on 29 June 2024, disclose current assets of RM555,708 and non-current assets of RM183,494, giving total assets of RM739,202; as against current liabilities of RM528,548 and non-current liabilities of RM229,698, giving total liabilities of RM758,246. The accounts further record accumulated losses of RM69,144. The Company's liabilities thus exceed its assets, and the deficiency is unexplained on the material before the Court.

The debt arises from facilities granted by the Petitioner to the Company. By the judgment in default of appearance dated 22 September 2025 in Melaka Sessions Court Civil Suit No. MA-A52NCC-136-08/2025, the Company and two guarantors were ordered, jointly and severally, to pay the Petitioner:

RM171,800.36 as at 30 June 2025;

interest on that sum at 3.50% per annum from 1 July 2025, together with default interest at 1% per annum above that rate on any overdue principal or interest from 1 July 2025 until full settlement; and

costs of RM1,366. The judgment has not been satisfied, set aside, or stayed. [9] A statutory notice of demand, described as being under section 465 of the CA 2016, was thereafter served on the Company on 4 December 2025 by leaving it at its registered office, requiring payment of the sum of RM176,428.20 calculated as at 1 December 2025. The demand stated that, in default, the Petitioner would apply to the High Court for a winding-up order under sections 465(1)(e) and 466(1)(a) of the CA 2016 on the ground that the Company is unable to pay its debts. The Company neither paid the sum, nor secured or compounded for it to the reasonable satisfaction of the Petitioner, within twenty-one days of service. The petition was presented on 3 March 2026. It was verified by the affidavit of Siti Khamisah binti Khalid affirmed on 5 March 2026. [10] By an amendment subsequently effected, the petition was amended in respect of the venue recited for its hearing, the amended petition being filed on 15 April 2026. The verifying affidavit of 5 March 2026 had been affirmed before the amendment and verifies the petition as originally presented. [11] As to advertisement and gazetting, the cause papers disclose that the petition was advertised in The Star on 11 and 12 April 2026, and published in the Gazette on 14 April 2026. As to the New Straits Times, the memorandum of advertisement (Enclosure 7) and the affidavit of the Petitioner's solicitor affirmed on 29 April 2026 (Enclosure 8) state, at paragraph 3.4 of the latter, that the first advertisement appeared on "18.04.2025", with a further advertisement on 19 April 2026. That affidavit also deposes that the amended petition was served on the Company at its registered office, on the Companies Commission of Malaysia, and on the Director of Insolvency, each on 23 April 2026, and that the prescribed deposit of RM3,000 was paid to the Department of Insolvency on 17 April 2026. [12] The Registrar's Certificate dated 30 April 2026 (Enclosure 10) certifies, pursuant to rule 32(1) of the Companies (Winding-Up) Rules 1972, compliance with rule 32(1)(a), (b), (d) and (e), namely that the amended petition has been duly gazetted and advertised, that the verifying affidavit and the affidavit of service have been duly filed, that the provisions of the Rules as to the petition have been complied with, and that the deposit of RM3,000 has been made. Sub-paragraph (c), which concerns the written consent of a nominated approved liquidator, does not arise, the Official Receiver having been nominated as liquidator. C. ISSUES FOR DETERMINATION [13] Four issues arise for determination:

whether the Company is unable to pay its debts within the meaning of section 466(1)(a) read with section 465(1)(e) of the CA 2016, so that the jurisdiction to wind up is engaged an issue which subsumes the subsidiary question whether the description of the statutory demand as a demand "under section 465" affects the validity of the demand or of the deeming relied upon;

(ii) whether the petition has been duly advertised in accordance with rule 24 of the Companies (Winding-Up) Rules 1972, and whether due advertisement has been satisfactorily proved;

(iii) the role and effect of the Registrar's Certificate, and whether it establishes or cures compliance with the steps preliminary to hearing; and

(iv) whether any want of compliance is a formal defect within rule 194 of those Rules that the Court may overlook, and the disposition that follows. [14] The first issue is a threshold matter. Issues (ii) to (iv) are, on the view the Court takes, dispositive of the petition. D. STATUTORY AND LEGAL FRAMEWORK [15] The substantive ground may be stated shortly, the law upon it being settled. Section 465(1)(e) of the CA 2016 empowers the Court to wind up a company where the company is unable to pay its debts. Section 466(1)(a) supplies a deeming provision: a company is deemed unable to pay its debts if a creditor to whom the company is indebted in a sum then due exceeding the amount prescribed has served on the company, by leaving it at the registered office, a demand requiring payment, and the company has for twenty-one days thereafter neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor. [16] The requirements preliminary to the hearing of a petition are prescribed by the Companies (Winding-Up) Rules 1972 ("the 1972 Rules") , and several of them exist for the protection of persons who are not parties to the petition. A winding-up petition is not a contest confined to petitioner and company; an order made upon it operates in favour of, and against, the general body of creditors and contributories. Rule 24 accordingly requires every petition to be advertised, seven clear days or such longer period as the Court directs before the hearing, once in the Gazette and at least twice in two local newspapers circulating in Malaysia. The object of the rule is to give public notice, so that any person interested may appear to support or to oppose; and the requirement is, in consequence, mandatory in character. [17] Rule 26 requires the petition to be verified by affidavit, that affidavit being prima facie evidence of the statements in the petition. Rule 32 requires the petitioner, after presentation, to attend before the Registrar and satisfy him of the matters in rule 32(1)(a) to (e), including that the petition has been duly gazetted and advertised; and, by rule 32(2), no order, save one of dismissal or adjournment, may be made on the petition unless the petitioner has so attended and satisfied the Registrar. The Registrar's Certificate is the instrument that records that satisfaction. [18] Two further rules bear directly on the analysis. By rule 192(4), a memorandum of advertisement is prima facie evidence that the advertisement to which it refers was duly inserted in the issue of the Gazette or newspaper mentioned in it — prima facie evidence only, and therefore capable of being displaced. By rule 194(1), no proceedings under the Act are to be invalidated by any formal defect or irregularity unless the Court is of opinion that substantial injustice has been caused which cannot be remedied by an order of the Court. The rule is confined to defects that are formal; it does not reach into want of compliance with requirements of substance. E. ANALYSIS AND FINDINGS

Whether the Company is unable to pay its debts [19] The deeming provision is satisfied on the face of the record. The Petitioner is a creditor by virtue of an unsatisfied judgment; the sum then due, RM171,800.36 with interest, exceeds the amount prescribed; the statutory demand was served by leaving it at the registered office; and the Company has neglected, for the requisite period, to pay, secure or compound for the debt. By section 466(1)(a) of the CA 2016 the Company is therefore deemed unable to pay its debts. [20] The test of inability to pay debts in this context is one of commercial or cash-flow solvency the ability to meet debts as they fall due and not balance-sheet solvency: see Juasa Holdings Sdn Bhd & Ors v Arah Pendidikan Sdn Bhd [2017] MLJU 1221, at [18]. Once the statutory deeming operates, the burden lies on the company to rebut the presumption of insolvency by demonstrating that it is able to pay its debts as they fall due. The Company, having neither appeared nor filed any affidavit, has adduced nothing to displace the presumption. The presumption stands; and it is, in any event, corroborated by the Company's last lodged accounts, which disclose total liabilities exceeding total assets and accumulated losses. F. WHETHER THE DESCRIPTION OF THE STATUTORY DEMAND AS A DEMAND "UNDER SECTION 465" AFFECTS ITS VALIDITY [21] A subsidiary question arises on the face of the cause papers. The statutory notice of demand is captioned, and is described in the covering letter of 1 December 2025 and in paragraph 6 of the petition, as a demand "under section 465" of the CA 2016. The description is, strictly, inexact. Section 465(1) sets out the circumstances in which the Court may order a winding up, paragraph (e) being the ground that the company is unable to pay its debts. Section 466 is a definitional and deeming provision, identifying when that inability is to be presumed; and the demand-and-twenty-one-day mechanism is housed in section 466(1)(a), and not in section 465. Section 465 creates no statutory demand. To describe the notice as a demand "under section 465" is therefore imprecise. [22] The imprecision does not, however, touch the validity of the notice, or of the deeming relied upon. First, the operative part of the demand is correctly stated. The body of the demand warns, in terms, that in default the Petitioner will apply to wind up the Company "under ss. 465(1)(e) and 466(1)(a) ... on the ground that the company is unable to pay its debts." That coupling is correct: the order is sought under the ground (section 465(1)(e)), and inability to pay is to be deemed under the mechanism (section 466(1)(a)), the two provisions operating conjunctively and not as alternatives. The misdescription is confined to the caption and to a shorthand; the substance is sound. [23] Secondly, the office of a statutory demand is functional, not formulary. There is no prescribed statutory form for such a demand. Its purpose is to bring home to the company the identity of the creditor, the sum claimed, the demand for payment, and the consequence of default within twenty-one days in short, to warn the company of an impending petition and to invoke the presumption of inability to pay. The demand here discharges each of those functions: it identifies the creditor; states the debt of RM176,428.20 as at 1 December 2025; traces it to the judgment of the Melaka Sessions Court of 22 September 2025; demands payment within twenty-one days; and warns of a winding-up application in default. A reasonable recipient could not have been misled, by the citation of section 465 in the caption, as to what was demanded or as to what would follow. [24] The misdescription caused the Company no prejudice. The Company did not respond to the demand, did not dispute the debt, and has not appeared. The defect is, at its highest, an irregularity that does not go to jurisdiction; it does not invalidate the demand, and it does not displace the deeming under section 466(1)(a), which is engaged by the doing of the acts the sub-section specifies indebtedness above the prescribed sum, service of the demand by leaving it at the registered office, and twenty-one days' neglect none of which is undone by an inaccurate statutory label affixed to the notice. The notice is valid and effective. [25] On this issue, accordingly, the Company is unable to pay its debts; the statutory demand is valid notwithstanding its misdescription; and the jurisdiction under section 465(1)(e) is engaged. The petition also pleads, in the alternative, that it is just and equitable that the Company be wound up. That averment adds nothing on the present facts; the petition is, in substance and in form, a creditor's petition founded on inability to pay debts, and the just and equitable ground need not be, and is not, separately decided. G. WHETHER THE PETITION HAS BEEN DULY ADVERTISED AND PROVED [26] Advertisement under rule 24 is a mandatory step, and one that exists for the benefit of persons who are not before the Court. It follows that the petitioner must prove, and prove satisfactorily, that the petition was advertised as the rule requires. The Court does not presume due advertisement; it must be satisfied of it before exercising a jurisdiction the order of which binds the general body of creditors and contributories. [27] The proof tendered does not meet that standard. The only sworn evidence of the newspaper advertisements is the solicitor's affidavit affirmed on 29 April 2026 (Enclosure 8), which at paragraph 3.4 deposes that the first advertisement in the New Straits Times appeared on 18 April 2025. That cannot be so. The petition was not presented until 3 March 2026, some ten months later, and an advertisement of it could not have appeared in April 2025. The memorandum of advertisement (Enclosure 7) carries the same impossible date. An affidavit that swears to an impossibility, as to the very fact it is adduced to establish, cannot without more satisfy the Court of that fact. [28] Nor do the exhibits repair the deficiency. The advertisements are reproduced as clippings pasted beneath superscribed date headings. A pasted clipping placed under a typed or handwritten date does not, of itself, establish either the date on which, or the publication in which, the advertisement in fact appeared. There is no authenticated copy of the relevant newspaper page bearing its masthead and date, and no affidavit from the publisher, or other independent proof, of actual insertion. By rule 192(4) the memorandum is no more than prima facie evidence of due insertion, and whatever prima facie effect it might otherwise have had is displaced here by the patent error on its face and by the unverifiable character of the material exhibited. On this record the Court is not satisfied that the petition was duly advertised in the newspapers as rule 24 requires. [29] A further difficulty appears from the chronology. The advertisements in The Star, on 11 and 12 April 2026, and the publication in the Gazette on 14 April 2026, each preceded the filing of the amended petition on 15 April 2026. They cannot, therefore, have been advertisements or a gazetting of the amended petition; of necessity they related to the petition as it stood before amendment. Whether the amendment of the recited venue in truth required fresh gazetting and advertisement may be debated, and the Court does not rest its conclusion upon it; the point is deployed for the narrower purpose of testing the accuracy of the Registrar's Certificate, to which the analysis now turns. H. THE ROLE AND EFFECT OF THE REGISTRAR'S CERTIFICATE [30] The Registrar's Certificate does not cure these matters. Its office, under rule 32, is to record the Registrar's satisfaction, at a preliminary and administrative stage, that the steps required before hearing have been taken; and, under rule 32(2), such satisfaction is a precondition to the making of any order other than one of dismissal or adjournment. But the certificate is not conclusive of due compliance, and it does not bind the Court that hears the petition. The Court retains an independent duty to satisfy itself that the mandatory requirements have in fact been met a duty heightened where, as with advertisement, the requirement protects persons who are not before it. [31] That the certificate is not conclusive, and may be gone behind, is established by authority. In Juasa Holdings Sdn Bhd & Ors v Arah Pendidikan Sdn Bhd [2017] MLJU 1221, at [13], the High Court held that a certificate under rule 32(1) of the 1972 Rules is not conclusive and may be set aside where it has been issued otherwise than in the manner required by the Rules, adopting for that proposition the earlier decisions in Ho Siew Choong & Ors v Everworth Sdn Bhd and Petro-Pipe Industries (M) Sdn Bhd v Fieldwork Engineering Sdn Bhd [2003] 1 CLJ; the issuance of a certificate does not preclude the Court from finding that there was in truth no due compliance. The corollary, stated in Juasa Holdings at [14], is that where there is nothing to indicate that the certificate was issued otherwise than upon due compliance, the certificate may be treated as conclusive and acted upon. [32] The present case falls on the other side of that line. There is here something to indicate non-compliance, and indeed inaccuracy, in the certificate. The advertisement relied upon is sworn to an impossible date and is otherwise unproved; and the certificate certifies the amended petition as having been duly gazetted and advertised when the only gazetting and the newspaper advertisements on the record preceded the amended petition. The certificate cannot, in those circumstances, be treated as conclusive. Applying Juasa Holdings, the Court goes behind it. A certificate of administrative satisfaction cannot convert inaccurate or unverifiable proof into proof of compliance, nor relieve the Court of its own duty to be satisfied that the mandatory step of advertisement has been taken and proved. I. WHETHER THE WANT OF COMPLIANCE IS A FORMAL DEFECT WITHIN RULE 194 [33] It was open to the Petitioner to contend that any deficiency is a formal defect or irregularity which, under rule 194(1), does not invalidate the proceedings unless substantial injustice is caused that cannot be remedied. The contention cannot succeed. Want of due advertisement and the want of satisfactory proof of it is not a formal irregularity in the conduct of a proceeding between the parties before the Court. It is a failure to take, or to prove, a step of substance prescribed for the protection of persons who are not before the Court at all: the general body of creditors and contributories, who depend upon advertisement for the notice that alone enables them to appear. A defect of that character is not within the reach of rule 194, which is directed to formal imperfections and not to the absence of a mandatory protective step. The defect cannot be overlooked. J. CONCLUSION [34] On the first issue, the Company is deemed unable to pay its debts under section 466(1)(a) of the CA 2016; the jurisdiction under section 465(1)(e) is engaged; the statutory demand is valid notwithstanding the misdescription of it as a demand "under section 465"; and the inability to pay is corroborated by the Company's last lodged accounts. Were the supporting process in order, a winding-up order would follow. [35] On the second issue, due advertisement of the petition has not been proved to the satisfaction of the Court. On the third issue, the Registrar's Certificate is neither conclusive nor binding upon the Court, and is in its terms inaccurate as to the amended petition; it neither establishes nor cures compliance. On the fourth issue, the want of due advertisement is a defect of substance affecting persons not before the Court, and is not a formal irregularity that rule 194 permits the Court to overlook. [36] It follows that, notwithstanding the Company's inability to pay its debts, the petition cannot be granted. By rule 32(2), where the Registrar is not satisfied of due compliance, only an order of dismissal or of adjournment is open to the Court. The Court has considered whether to adjourn so as to afford the Petitioner an opportunity to re-advertise and to prove due advertisement. The justice of the case is better met by dismissal, without prejudice to a fresh petition, leaving the Petitioner free to begin again upon a properly advertised and properly proved process, rather than by prolonging a petition whose foundation, as presented, is not made good. K. ORDERS OF THE COURT [37] Accordingly, the Court orders as follows:

the petition is dismissed;

there be no order as to costs, the Respondent not having appeared; and

the dismissal is without prejudice to the presentation of a fresh petition, duly advertised and proved in accordance with the Companies (Winding-Up) Rules 1972, and is without prejudice to the Petitioner's judgment debt and other remedies. [38] For the avoidance of doubt, nothing in these Grounds is to be read as a finding that the advertisements were not in fact published. The conclusion is the narrower one that their due publication, in respect of the petition before the Court, has not been proved to the satisfaction of the Court upon the present record. Dated 16 June 2026 (YA Dato' Sri Raja Segaran A/L S. Krishnan) (Judicial Commisioner) High Court Of Malaya Malacca High Court (MELAKA) Lawyer For Petitioner : Encik Khaw Thin Keat Tetuan Clarence Edwin Law Peguambela dan Peguamcara No. 112, Jalan Keris, Taman Sri Tebrau, 80050 Johor Bahru.