China Railway Engineering Corporation (M) Sdn Bhd v Perspektif Masa Sdn Bhd (BA-28NCC-817-12/2024)

{1] The Petitioner applies vide Enclosure 13 to amend the winding-up petition dated 27.12.2024 to substitute the originally named proposed liquidator, Mr. Raveendra Kumar a/l Nathan, with Mr. Sundarasan a/l Arumugam. Page 1 of 7

The amendment is necessitated by a post-filing development — the appointment of Mr. Raveendra Kumar as the Receiver and Manager (R&M) of the Respondent company by Sabah Development Bank Berhad on 25.2.2025. This disqualifies him from being appointed as the liquidator.

The Petitioner also seeks an order to dispense with procedural requirements under Rule 32 of the Companies (Winding-Up) Rules 1972 — namely re-execution, re-service, advertisement, and Registrar attendance — on the basis that the Respondent has appeared and contested the petition, and no other creditor has intervened.

The Respondent opposes the application, alleging procedural impropriety, bad faith, and ulterior motive. RELEVANT FACTS

The winding-up petition was filed on 27.12.2024. The originally proposed liquidator, Mr. Raveendra Kumar, later accepted an appointment as R&M of the Respondent company. He thereafter informed the Petitioner that he could no longer act as liquidator in the present winding- up proceedings.

In light of this, the Petitioner proposes to substitute Mr. Sundarasan a/| Arumugam as liquidator, and has obtained his written consent to act. ISSUES FOR DETERMINATION (i) The issues that arise for determination are: Whether the court should permit the proposed amendment to the petition under Section 469(3)(e) of the Companies Act 2016: Page 2 of 7 (ii) Whether the court should dispense with the procedural requirements set out in Rule 32 of the Companies (Winding-Up) Rules 1972; and (iii) Whether the Respondent’s objections disclose sufficient basis to refuse the amendment. PETITIONER’S POSITION

The Petitioner contends that the amendment is procedural in nature and does not affect the substance of the petition. It is necessary to rectify the disqualification of the originally proposed liquidator and ensure compliance with statutory requirements for the appointment of a valid liquidator.

The Petitioner relies on Section 469(3)(e) of the Companies Act 2016, which confers upon the Court wide discretionary powers to make such orders as it thinks appropriate in any pending winding-up proceeding. The Petitioner also refers to the principles on amendment set out by the Federal Court in Yamaha Motor Co. Lid v Yamaha Malaysia Sdn Bhd [1983] 1 MLJ 213, where it was held that amendments should be allowed if made bona fide, do not change the nature of the claim, and do not cause irremediable prejudice.

As to Rule 32, the Petitioner submits that the requirements for re- execution, re-service, and advertisement can be dispensed with since the Respondent has actively participated in the proceedings and no other creditor has intervened. Page 3 of 7 RESPONDENT’S OBJECTIONS

The Respondent's objections may be summarised as follows: (a) Bad Faith / Collusion Allegations: The Respondent alleges that the substitution of the liquidator is not a neutral procedural act but part of a broader strategy by the Petitioner to frustrate the Respondent’s ongoing legal proceedings in other forums. The Respondent contends that both Mr. Raveendra Kumar and Mr. Sundarasan are closely aligned with the Petitioner. (b) Timing and Prejudice: The Respondent argues that the amendment is made belatedly and strategically, after key developments in civil actions involving the same parties. The timing is said to prejudice the Respondent’s ability to pursue those claims. (c} Breach of Fiduciary Standards: |t is alleged that Mr. Raveendra Kumar’s failure to resign as proposed liquidator before taking up the R&M appointment constitutes a breach of fiduciary responsibility, tainting the entire process. (d) Abuse of Process: The Respondent contends that the winding- up petition — and the amendment application — are being misused as tools to paralyse the Respondent's legal claims, particularly those in the Kuala Lumpur High Court (Suit No. WA- 22NCvC-739-12/2024) and Shah Alam High Court (OS No. BA- 24NCC-29-03/2025). (e) Mandatory Rule 32 Requirements: The Respondent maintains that the requirements under Rule 32 are mandatory and should not be dispensed with. To do so would compromise procedural fairness and transparency. Page 4 of 7

! accept that the proposed amendment arises from a genuine procedural need. It is undisputed that Mr. Raveendra Kumar's appointment as R&M disqualifies him from acting as liquidator in these winding-up proceedings. The substitution of Mr. Sundarasan is a necessary step to maintain procedural compliance and to allow the petition to proceed.

The amendment is narrow in scope, confined to the identity of the proposed liquidator. It does not alter the basis or substance of the winding- up petition. The threshold for granting leave to amend — that the amendment is bona fide, does not cause injustice, and does not introduce a new or inconsistent claim — is satisfied.

The court's power to allow such amendments is well established under Section 469(3)(e) of the Act and recognised by authority. The Yamaha Motor case is binding and apposite in this context.

As to the Respondent's objections, while serious in tone, they are speculative in substance. Allegations of collusion, abuse of process, and prejudice to other litigation are not substantiated by cogent evidence. There is no material before the Court establishing a nexus between the proposed new liquidator and any alleged scheme to frustrate the Respondeni’s civil claims.

Insofar as Rule 32 is concerned, the requirement for re-execution, re-service and advertisement is discretionary. Given that the Respondent is already fully on notice of the petition and has actively contested it, and Page 5 of 7 no other party has appeared or applied to be heard, | am satisfied that the interests of justice would not be served by insisting on these formalities. CONCLUSION

{16] | am satisfied that the application to amend is necessary, | procedurally proper, and made bona fide. The Respondent's objections, | though forcefully argued, fall short of demonstrating actual prejudice or impropriety.

Accordingly, | allow Enclosure 13. The Petitioner is granted leave to amend the winding-up petition in the terms as set out in Annexure A of the application.

! also allow the ancillary prayers. The requirements under Rule 32 of the Companies (Winding-Up) Rules 1972 for execution, service, advertisement, and attefidance before the Registrar are dispensed with. ¢ation shall be in the cause. Dated: 05 JUNE 20 Rasarozpt ROZ LA BINT I RAJA TORAN icial C Muamalat ond insoly ncy ‘Court Page 6 of 7 COUNSEL Solicitors for the Intervener Tetuan Lee Hishammudin Allen & Gledhill Level 6, Menara 1 Dutamas Solaris Dutamas, No1, Jalan Dutamas 1 50480 Kuala Lumpur Solicitors for the Applicant. Tetuan Lai & Associates No 61A, Jalan $$21/37, Damansara Utama 47400 Petaling Jaya, Selangor Page 7 of 7