The application for leave under subsection (1) shall be made in the Court granting the winding up order and shall be served on the liquidator." [18] The provision imposes an automatic stay upon the making of a winding-up order, and channels through the supervising court any attempt to proceed against the company. The purpose of the stay was explained by the Supreme Court in Mosbert Bhd (In Liquidation) v Stella D'Cruz [1985] CLJU 47. The primary object of a winding up is the collection and distribution of the company's assets pari passu amongst unsecured creditors after payment of preferential debts. The stay exists to ensure that claims capable of resolution by the cheap and summary procedure of the winding up are not made the subject of expensive litigation, and to prevent a multiplicity of suits that would dissipate the company's assets. The discretion to lift the stay is, however, a wide one; and in Mosbert the Supreme Court stated the governing principle in plain terms: leave will be granted where the applicant's claim cannot be dealt with adequately in the winding up, or where the remedy he seeks cannot be given to him in a winding up. [19] That principle has since been affirmed at the highest level. In Dubon Bhd v Wisma Cosway Management Corporation [2020] 4 MLJ 288, the Federal Court described the Companies Act 1965 and the Companies Act 2016 as providing "a comprehensive regime relating to the law of insolvency upon a company being wound up", and reaffirmed the pari passu principle as it operates in relation to unsecured creditors. The Federal Court endorsed the proposition that, if a claimant can obtain all necessary relief within the winding up, leave to proceed separately should be refused; but that, if the claim cannot adequately be dealt with in the winding up, or the remedy sought cannot there be granted, leave may be warranted. [20] In Dubon, the Federal Court identified and applied that test by reference to the older English decision in Re Cuthbert Lead Smelting Co Ltd [1886] WN 84, observing that the High Court had been correct to proceed upon the basis of the "well-known principles" reflected, among other cases, in Mosbert and in Ganda Setia Cemerlang. The point for present purposes lies not in the detailed factual context of those authorities, but in the settled principle they reflect: leave is exceptional where the claim is monetary in nature and can adequately be dealt with in the winding-up court through the proof of debt. [21] The Court of Appeal in Mesuntung Property Sdn Bhd v Kimlin Housing Development Sdn Bhd [2014] 7 CLJ 202 explained that, in exercising that discretion, the Court should be satisfied that the proposed proceedings disclose a prima facie case. The relevant inquiry, the Court held, is whether there exists a serious dispute between the litigants warranting a trial to determine the truth of the competing allegations, an approach not unlike that adopted upon an application to strike out, since the liquidator ought not to expend the assets of the company in liquidation in defending proceedings that are frivolous or plainly unsustainable. That approach was adopted at first instance in Industrial Property Management Sdn Bhd v Biaxis (M) Sdn Bhd [2023] 4 CLJ 778 and applied in Ganda Setia Cemerlang Sdn Bhd v Maika Holdings [2018] 2 CLJ 401, where it was emphasised that the Court does not, at this interlocutory stage, determine the merits of the dispute but asks only whether the complaints raise a genuine controversy or are baseless and devoid of substance. [22] Drawing these authorities together, the grant of leave under s 471(1) is a discretionary matter resolved by two related inquiries: first, whether the claim is of a character that cannot conveniently or adequately be dealt with in the winding up a claim for declaratory relief or specific performance standing in a different position from a simple proof of debt; and secondly, whether there is a serious question to be tried, in the sense of a genuine and not frivolous dispute, such that the liquidator ought not to be put to the cost of defending a baseless claim. Upon a leave application the court does not try the merits. [23] It follows that the substantive merits of the strata-title disputes the precise content, trigger and computation of the developer's duty under s 8 of the Strata Titles Act 1985, and the incidence of that duty as between developer and registered proprietor are matters for the Muar court and are not decided here. Re Bandar Kinrara Properties Sdn Bhd (in liquidation) [2021] MLRHU 274, upon which the proposed interveners in each application rely as to the developer's duty to apply for subdivision, is relevant only as showing that the proposed claim is arguable; it does not, and cannot upon these applications, determine it. E. ANALYSIS AND DETERMINATION The Statutory Pre-Conditions under Section 471(2) [24] Two conditions attach to the making of an application under s 471: it must be made in the Court that granted the winding-up order, and it must be served upon the liquidator. Both are satisfied in each case. The winding-up order of 1 April 2026 was made by this Court, and both applications are made here. [25] As to service: Enclosure 68 was served upon the liquidator by electronic mail on 23 April 2026 and by hand on 27 April 2026; Enclosure 76 by electronic mail on 7 May 2026 and by hand on 8 May 2026. In each case receipt of the hand service was acknowledged. The threshold under s 471(2) is met in respect of both applications. The Constitution of the Applications [26] A word should be said about the description of the applicants as "proposed interveners", lest it mislead. Neither application seeks to reopen the petition, nor to substitute the applicants as petitioners in a proceeding that is now spent. Each seeks no more than leave to continue the applicants' own pending action against the company. So understood, each application is regular and properly before the Court. [27] One matter of form arises in the second application alone. Prayer (a) of Enclosure 76 seeks not only leave but also that the proposed interveners be "made applicants" in this petition. That formulation sits awkwardly with the procedural reality. The petition is spent: the winding-up order has been made and the relief sought in it granted. The proposed interveners do not need to be constituted applicants in a concluded petition in order to obtain leave to proceed elsewhere. Section 471 is itself the appropriate and sufficient mechanism, and persons whose pending proceeding has been stayed by the winding-up order have the necessary standing to invoke it. I therefore treat prayer (a) as going, in substance, to those proposed interveners' standing to bring the application that is, leave to intervene for the limited purpose of seeking and obtaining leave under s 471 and I grant it only to that extent. I make no order constituting them applicants in the petition proper, no useful purpose being served by such an order. Whether the Claims can be Adequately Dealt with in the Winding Up [28] The reliefs sought in each Muar proceeding are, in substance, declaratory and in the nature of specific performance: declarations of statutory and contractual default, and mandatory orders compelling the company to take the steps necessary to procure and to deliver registrable strata titles. Relief of that character is not a money claim that may be resolved by the lodging and adjudication of a proof of debt. It is precisely the kind of claim which, in Mesuntung, the Court of Appeal held could not be dealt with by the winding-up court, a claim for specific performance not being a monetary claim akin to a proof of debt. [29] Each originating summons includes prayers for damages to be assessed and for costs. To that limited extent, the proceedings have a monetary aspect which, if ultimately established, would fall to be dealt with in accordance with the law governing the liquidation. Those claims, however, are plainly ancillary to the principal relief sought and do not alter the essential character of the proceedings. The winding-up court, acting in the administration and distribution of the company's assets, is not in a position to grant the declaratory and mandatory relief which forms the gravamen of either action. That circumstance does not justify refusing leave. Rather, it points to the grant of leave upon appropriate terms designed to preserve the integrity of the liquidation, to which I now turn.That feature does not call for the refusal of leave; it calls for the imposition of terms, to which I return. [30] Applying the principle in Mosbert, the claims are of a character that cannot be dealt with adequately in the winding up, and the principal remedy sought is one that cannot be given in a winding up. I would add that neither claim seeks to extract value from the estate in priority to other creditors. The core of each is the procurement of a strata title to property for which the purchasers contracted and paid many years ago. Far from depleting the estate, the relief sought concerns the company's performance of an obligation owed to purchasers in respect of their own units. The first inquiry is answered in the proposed interveners' favour in each application. Whether There Is A Prima Facie Case [31] The second inquiry asks whether there is a serious dispute warranting a trial. The threshold is not a high one and does not invite an assessment of the merits; it serves only to exclude the frivolous and the baseless, so that the estate is not expended in defending a claim devoid of substance: Mesuntung; Ganda Setia Cemerlang. [32] On the material deposed in each supporting affidavit and the documents exhibited, that threshold is comfortably crossed. Each sale and purchase agreement records the company as developer; the building was completed on 2 November 2015; and, more than ten years on, no separate strata title has been registered in the purchasers' names. The proposed interveners rely upon Re Bandar Kinrara for the proposition that the duty to apply for subdivision under s 8 of the Strata Titles Act 1985 lies upon the developer. I accept that the case supports the existence of such a duty. I do not, and need not, decide the precise statutory trigger, the computation of the prescribed period, or whether the duty was in fact breached; those are questions of strata-title law and of fact for the Muar court. It is enough that the existence of the duty, and an arguable case of its breach, are made out. [33] The existence of a genuine dispute is, if anything, underscored by the company's asserted application of 13 December 2016, which the proposed interveners contend is unsupported by any proof. Whether the application was made, and with what effect, is precisely the kind of contested question that warrants a trial. I make no finding upon it; I note only that it confirms a serious dispute rather than a frivolous or baseless claim. The advanced stage of each Muar proceeding, written submissions having been exchanged, reinforces the conclusion: to refuse leave would waste that progress and leave the proposed interveners without a forum for relief that the winding up cannot supply. Applying Ganda Setia Cemerlang, the complaints are genuine and not devoid of substance. The second inquiry is also answered in the proposed interveners' favour in each application. The Position of the Liquidator and the General Body of Creditors [34] The liquidator, the Director-General of Insolvency, has been served with each application and has, by Enclosure 81, signified that it attends as amicus curiae for the purposes of record and case administration only. The liquidator opposes neither application. While I do not treat a neutral stance as the equivalent of consent, the absence of opposition from the officer charged with protecting the estate is a relevant consideration, and there is nothing before me to suggest that the grant of leave, on appropriate terms, would prejudice the orderly administration of the liquidation. No creditor and no contributory has appeared to resist, or has suggested that the continuation of either Muar proceeding would imperil the pari passu distribution. [35] The proposed interveners also relied upon the provisions of the Companies Act 2016 governing the conduct of the liquidation. In the first application, reliance was placed on s 486(2) read with the Twelfth Schedule; in the second, on s 486. They further submitted that no creditor or contributory had invoked those provisions in relation to the conduct of the liquidation. Those submissions concern the administration of the liquidation rather than the question whether leave ought to be granted under s 471 to commence or continue proceedings against the company in liquidation. It is therefore unnecessary to determine them for the purposes of the present applications. I express no view upon their correctness, and nothing in these applications turns upon them. [36] For completeness, I note that the proposed interveners in the second application also relied upon my decision in Love Pets World Sdn Bhd (In Liquidation) v Jong Siew Sian [MA- 22NCvC-49-12/2021] in submitting that the liquidator's filed letter, indicating that its officers would attend merely as amicus curiae, was akin to a statement of non-objection. I am unable to accept that submission. A decision by the liquidator not to oppose an application cannot, without more, be treated as an exercise of the liquidator's statutory powers or as dispensing with the Court's obligation independently to determine whether leave ought to be granted under s 471 of the Companies Act 2016. The grant of leave remains a matter for the Court, to be determined according to the applicable statutory principles. [37] Weighing these matters, the interests of the general body of creditors do not tell against the grant of leave in either application. The terms I shall impose ensure that any monetary recovery is routed through the proof-of-debt process and that no execution issues against the estate without the further leave of this Court. The Exercise of Discretion and the Terms of Leave [38] Section 471(1) empowers the Court to impose terms. The terms must hold the balance between the proposed interveners' entitlement to have their non-monetary claims determined and the protection of the pari passu distribution of the estate. In each application I am satisfied that leave should be granted, the grant occasioning no prejudice to the general body of creditors: the relief principally sought is non-monetary, its pursuit does not dissipate the company's assets, and each Muar proceeding is well advanced. To refuse leave would not advance the orderly winding up but would only deny the proposed interveners a forum in which the relief they seek — relief the winding-up court cannot itself grant may be determined. [39] Given that the two applications are materially identical in their legal character, I impose a common set of protective terms, adapted only by the limited qualification that attaches to prayer (a) of Enclosure 76. Leave is granted upon the following terms: