(c) whether the matters of commercial solvency, apprehended irreparable harm, and the recorded undertaking bear upon the result. [16] The dispositive question, to which the others are subordinate, is whether the debt founding the threatened petition is bona fide disputed on substantial grounds. D. THE GOVERNING PRINCIPLES [17] The jurisdiction to restrain the presentation of a winding-up petition is well established and need not be laboured. Its origin is Fortuna Holdings Pty Ltd v Deputy Commissioner of Taxation [1978] VR 83; the principles there stated by McGarvie J were adopted by the Court of Appeal in Mobikom Sdn Bhd v Inmiss Communications Sdn Bhd [2007] 3 MLJ 316 (CA), per Gopal Sri Ram JCA, and refined by the Court of Appeal in Pacific & Orient Insurance Co Bhd v Muniammah Muniandy [2011] 1 CLJ 947 (CA). The jurisdiction is an aspect of the Court's inherent power to prevent an abuse of its own process (Mann v Goldstein [1968] 1 WLR 1091, applied in Fortuna Holdings). The Court intervenes at the stage of presentation, and not only after a petition has been presented, because in the case of winding-up proceedings intervention after commencement is often too late to protect the company: irreparable damage may be done to a company merely by public knowledge that a petition has been presented, through the loss of commercial reputation and credit, and through the pressure thereby brought to bear upon a company to meet a disputed claim rather than suffer the presentation of a petition (Fortuna Holdings). [18] Two situations are recognised. First, the court may restrain a petition where the petition, if presented, would have no chance of success and where its presentation might cause irreparable damage to the company both limbs to be satisfied. Secondly, the court may restrain a petition where the petitioner has chosen to assert a disputed claim by the winding-up process, which might cause irreparable damage, rather than by a suitable alternative procedure (Pacific & Orient Insurance Co Bhd v Muniammah Muniandy, above). A petition has no chance of success, for the purpose of the first branch, where it is incapable of succeeding either as a matter of law because the petitioner is not entitled to present it, or because the ground alleged is not one that can found a winding-up order or through the absence of evidence to establish an otherwise sufficient ground (Fortuna Holdings). The second branch is of wider reach than the first, for it may apply even where the petition, if presented, would have a chance of success: the petitioner may be entitled to present it, the ground may be sufficient in law, and there may be evidence to support it, and yet the Court will restrain presentation where, because a more suitable alternative procedure is available, it is unlikely that a winding-up order would be made by any judge in the exercise of his discretion that is, where it is likely that any judge, were the petition presented, would either dismiss it or stand it over to enable the disputed claim to be determined in other proceedings (Fortuna Holdings, per McGarvie J). The two branches are not mutually exclusive; in an appropriate case both may apply, and the second is available precisely in the class of case in which the first is not. In either case the jurisdiction is to be exercised with care and only in a clear case, and the applicant must establish a real, and not merely a fanciful or speculative, risk of irreparable damage (Fortuna Holdings). [19] At the root of both situations lies the requirement that the debt founding the proposed petition be shown to be genuinely disputed on substantial grounds. A dispute merely asserted, or raised on insubstantial grounds, will not suffice. The authorities consistently emphasise that the Court is concerned with the existence of a bona fide dispute on substantial grounds and not merely the existence of an arguable contention. See Tan Kok Tong v Hoe Hong Trading Co Sdn Bhd [2007] 4 MLJ 355 (CA), Pacific & Orient Insurance Co Bhd v Muniammah Muniandy [2011] 1 CLJ 947 (CA), and Swissray Asia Healthcare Co Ltd v V Medical Services M Sdn Bhd [2024] 6 MLJ 135 (CA). This requirement has its roots in Fortuna Holdings and in Mann v Goldstein, above: the winding-up procedure is not the forum in which to determine whether a debt genuinely disputed on substantial grounds in fact exists, and a petition founded upon such a debt will ordinarily be dismissed, or stood over to enable the debt to be established in other proceedings. The like approach governs a genuine cross-claim founded on substantial grounds and equal to or exceeding the petitioner's debt; in weighing such a cross-claim the Court has regard to its substance and not its form, and the onus rests on the company to show that the cross-claim is genuine and substantial (Fortuna Holdings). [20] Where the debt is founded upon a judgment of a court of competent jurisdiction, the inquiry is foreshortened. The cause of action merges in the judgment, and the judgment, unless set aside or stayed, is not a debt capable of being disputed. So the Court of Appeal held in Pacific & Orient Insurance Co Bhd v Muniammah Muniandy, above, per Ramly JCA: a valid and enforceable judgment of the court, unless set aside or stayed, cannot be regarded as a disputed debt. The same principle was applied by the Court of Appeal in Sri Jeluda Sdn Bhd v Pentalink Sdn Bhd [2008] 3 MLJ 692 (CA), and at first instance in SBSK Plantations Sdn Bhd v Dynasty Rangers (M) Sdn Bhd [2002] 1 MLJ 326 (HC). Consistently with this, the winding-up court will ordinarily not permit a judgment debtor to re-litigate the merits of a subsisting judgment. Save in exceptional circumstances such as fraud, collusion or other recognised vitiating factors, the winding-up court does not go behind a regular judgment. See Ahmad Zaki Sdn Bhd v Meor Hamzah (M) Sdn Bhd [2016] 1 LNS 367 (HC) and the observations of the Court of Appeal in Kejuruteraan Bintai Kindenko Sdn Bhd v Fong Soon Leong [2021] 2 MLJ 234 concerning the finality and effect of judgments. [21] Two further propositions, settled and not seriously contestable, complete the framework. An appeal does not, of itself, operate as a stay: section 73 of the Courts of Judicature Act 1964 provides that an appeal shall not operate as a stay of execution or of proceedings unless the court below or the Court of Appeal so orders. And a winding-up petition is not a mode of execution; it is a fresh proceeding founded on the company's inability to pay its debts, so that even a stay of execution would not, of itself, bar a petition: Maril-Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd [2001] 3 CLJ 248 (CA). E. ANALYSIS AND DETERMINATION E(1) Whether the debt is bona fide disputed on substantial grounds [22] The starting point is the judgment of 14 July 2025. It is a judgment given after a full trial, in which the trial court received the evidence of witnesses and the documentary exhibits and delivered reasons. By prayer (viii) it fixed the Plaintiff's obligation in a definite sum RM7,283,975.44. The cause of action upon which that sum rests has merged in the judgment. It is not open to the Plaintiff, in these proceedings, to reopen the correctness of that determination; nor does the Plaintiff seek to do so. The judgment has not been set aside, and it has not been stayed. [23] On those facts the authorities admit of one answer. A judgment debt that is neither set aside nor stayed is not a disputed debt: Pacific & Orient Insurance Co Bhd v Muniammah Muniandy (CA). Whatever dispute once existed between these parties was resolved, as to this sum, by the judgment of the trial court. A petition founded on that unsatisfied judgment would therefore not be bound to fail; on the contrary, it would have a real prospect of success. The first limb of the Fortuna principle is not made out, and the question of irreparable damage, which under that limb arises only in conjunction with a petition bound to fail, does not arise: Pacific & Orient Insurance Co Bhd v Muniammah Muniandy (CA); Ming Ann Holdings Sdn Bhd v Danaharta Urus Sdn Bhd [2002] 3 MLJ 49 (CA). [24] Recognising the force of that line of authority, the Plaintiff's case was advanced on a more particular footing. It accepted, as it had to, that the mere filing of an appeal does not convert a judgment debt into a disputed debt. The contention was that the debt here is not the ordinary, clean judgment debt to which Pacific & Orient Insurance Co Bhd v Muniammah Muniandy speaks, but a sum selectively extracted from a wider and still-contested judgment structure; and that the cumulative circumstances the crossappeals, the refusal of a stay of execution, an unconcluded assessment, and the alternative mode of satisfaction provided by the judgment render its present invocation by way of winding-up premature and oppressive. That is where the real controversy lies, and it requires separate treatment under each head. E(2) The alternative mode of satisfaction: "return ... and/or set off against the loan" [25] The most substantial of the points concerns the terms of prayer (viii) itself. The order is not, in form, a simple order for the payment of a debt. It directs that the Plaintiff return RM7,283,975.44 together with interest "and/or" that the sum be set off against the loan extended. The argument is that an order in that form does not establish a clean, presently-payable debt of the kind that can found the insolvency jurisdiction, but an accounting adjustment within a larger and continuing secured relationship. [26] The argument is not without force, and it is right to confront it directly. Authorties such as Josu Engineering Construction Sdn Bhd v TSR Bina Sdn Bhd [2014] 11 MLJ 916 (HC) (referred In re Bayoil SA [1999] 1 WLR 147 (CA)) recognise that in exceptional circumstances a company may resist a petition where it possesses a genuine and substantial cross-claim or an existing adjudicated entitlement capable of materially affecting the petitioning creditor's claim. However, those authorities turn upon their own particular facts and do not establish that every pending appeal or unliquidated claim is sufficient to convert a judgment debt into a disputed debt. [27] In my judgment it is not, for three connected reasons. First, the order fixes the Plaintiff's liability in a sum that is definite and ascertained. The words "and/or ... set off against the loan" go to the mode by which that liability may be satisfied — by payment, or by an accounting set-off — not to the existence or the quantum of the liability itself. An alternative mode of satisfaction does not unmake an ascertained obligation. Secondly, a set-off of that kind requires a corresponding crystallised entitlement against which the sum may be set. The Plaintiff holds no judgment, no interlocutory judgment, and no crystallised cross-claim of its own. That is the very feature which distinguished Josu Engineering Construction Sdn Bhd v TSR Bina Sdn Bhd, where the company resisting the petition itself held an interlocutory judgment — a final determination of liability with only quantum outstanding. The Plaintiff here has nothing answering to that description. Thirdly, the obligation is the Plaintiff's; the option as to the mode of satisfaction does not entitle the Plaintiff to defeat the order by inaction, declining both to pay and to procure the setoff, and then to assert that the debt is thereby disputed. [28] The unassessed interest does not assist the Plaintiff either. The principal sum is fixed; it is the interest alone that awaits assessment. An ascertained principal is not rendered disputed because an ancillary and quantifiable head of interest has yet to be computed. A petition may properly be founded upon the ascertained principal. [29] It follows that the form of prayer (viii), properly construed, does not convert the judgment sum into a debt that is bona fide disputed on substantial grounds. E(3) The cumulative circumstances: cross-appeals, refusal of a stay of execution, and unconcluded assessment [30] The broader submission was that, even if no single circumstance suffices, their cumulative effect demonstrates that the parties' rights and liabilities remain under active judicial scrutiny, so that resort to winding-up is premature and oppressive. The submission has a superficial attraction, but it does not withstand analysis, because each of the matters relied on has, in law, no tendency to render the judgment debt disputed. [31] The pendency of the appeals is the first matter. An appeal is not a stay (section 73 of the Courts of Judicature Act 1964), and the filing of an appeal does not revert a judgment debt to its prejudgment status as a disputed debt: Sri Jeluda Sdn Bhd v Pentalink Sdn Bhd (CA); SBSK Plantations Sdn Bhd v Dynasty Rangers (M) Sdn Bhd (HC). That the appeals are cross-appeals does not alter the analysis. The first Defendant's appeals, directed at refused declaratory relief and at general damages, do not touch the monetary order; and the Plaintiff's appeal against the whole of the judgment is, for present purposes, simply an appeal which is no stay. The existence of an appeal cannot be a ground for the very relief, a freeze on enforcement, that a stay alone can give; were it otherwise, section 73 would be deprived of effect. [32] The stay of execution is the second matter. The Plaintiff submits that a stay, if granted, would affect the enforceability of the judgment debt and relies in that regard on authorities such as Sanjung Suria Sdn Bhd v PLB-KH Bina Sdn Bhd [2014] 7 MLJ 1 (HC). Whether a stayed judgment debt is thereafter to be treated as a disputed debt depends on the facts and circumstances of the particular case. It is unnecessary for this Court to determine that question because no stay order has been granted in the present case. Indeed, the Plaintiff's application for a stay of execution was heard and dismissed on 22 June 2026. Accordingly, there is presently no restraint upon enforcement of the judgment. The debt therefore continues to stand as an unstayed judgment debt. The earlier dismissal of the Plaintiff's application to stay the proceedings on 13 April 2026, although directed to a different issue, likewise left the judgment unaffected and enforceable. [33] The unconcluded assessment of damages is the third matter. The assessment outstanding is the assessment of the general damages on the first Defendant's counterclaim. It is an assessment that may augment what is owed to the first Defendant; it has no tendency to diminish, or to dispute, the ascertained sum of RM7,283,975.44 that the Plaintiff was ordered to return. A head of relief still to be quantified in the creditor's favour cannot convert the creditor's existing and ascertained entitlement into a disputed debt. [34] Taken together, these matters amount to no more than the ordinary incidents of a judgment that is under appeal without a stay. The cumulative-circumstances argument seeks to achieve by aggregation what none of its components achieves singly; but the aggregation of items each carrying no legal weight produces no weight. The cumulative circumstances relied upon by the Plaintiff do not, either individually or collectively, establish a bona fide dispute on substantial grounds concerning the judgment debt. Nor do they disclose any exceptional feature capable of bringing the case within the recognised abuse-of-process jurisdiction discussed in Fortuna Holdings, Mobikom or Pacific & Orient. [35] One matter of principle should be addressed before leaving this head. The winding-up jurisdiction is not to be used as an instrument of oppression, or as a substitute for ordinary debt collection, where a debt is genuinely in dispute; that much is undoubted. But the converse is equally settled: where the debt is established and undisputed, a creditor is entitled to invoke that jurisdiction, and to do so is neither premature nor oppressive. The proposition that it is an abuse to enforce an unstayed judgment cannot be accepted; it would invert the principle and reward the judgment debtor who declines both to pay and to obtain a stay. [36] I should add that the Plaintiff has not demonstrated any recognised exceptional circumstance which would justify departure from the ordinary principle that an unstayed judgment debt remains enforceable. The pending appeals, the unsuccessful stay applications, and the unresolved assessment proceedings do not, whether viewed individually or collectively, establish fraud, collusion, procedural impropriety, abuse of process, or any other recognised basis upon which the winding-up jurisdiction should be restrained. E(4) Commercial solvency, irreparable harm, and the recorded undertaking [37] Three remaining matters may be dealt with shortly, because on the conclusion already reached none can affect the result. [38] As to commercial solvency: a professed ability to pay debts as they fall due is, where there is an undisputed judgment debt that has not been paid, no answer to the threatened petition. A company that can pay an undisputed debt but does not has only itself to blame if its solvency is doubted; the test of commercial insolvency is the neglect to meet a present demand, not the strength of the balance sheet: Cornhill Insurance plc v Improvement Services Ltd [1986] 1 WLR 114, adopted by the Court of Appeal in Gulf Business Construction (M) Sdn Bhd v Israq Holdings Sdn Bhd [2010] 5 MLJ 34 (CA); and see Mann v Goldstein [1968] 1 WLR 1091. In any event, no probative evidence of solvency was placed before the Court on affidavit; assertion is not evidence. [39] As to irreparable harm, the apprehended commercial and reputational consequences of a winding-up petition are undoubtedly relevant considerations within the Fortuna jurisdiction. Indeed, the authorities recognise that the presentation or advertisement of a winding-up petition may itself cause serious prejudice to a company's commercial standing and reputation. However, such prejudice does not of itself justify injunctive relief. Under the first limb of the Fortuna principle, apprehended irreparable damage must be accompanied by a proposed petition which has no real prospect of success. Under the second limb, the Court must be satisfied that the winding-up process is being invoked in circumstances amounting to a recognised abuse of process, such as the assertion of a genuinely disputed claim by an inappropriate procedure. In the present case, I have found that the debt founding the threatened petition is not bona fide disputed on substantial grounds and that no recognised abuse of process has been established. In those circumstances, the apprehended commercial and reputational consequences relied upon by the Plaintiff cannot, standing alone, justify the grant of a Fortuna injunction. Further, the judgment debt remains valid, binding and enforceable, and no stay of execution has been granted. The Plaintiff therefore remains subject to the ordinary incidents of enforcement available to a judgment creditor under the law. [40] As to the undertaking: the undertaking given by the Defendants' then counsel, that no petition would be presented pending the disposal of this application, was a measure to hold the position while the application was heard. It cannot be read as an acceptance that the status quo ought to be preserved on the merits, still less as a concession of the conditions for injunctive relief. A temporary forbearance to enable an application to be decided cannot be made the springboard for granting that application. F. CONCLUSION [41] The dispositive question is whether the debt founding the threatened petition is bona fide disputed on substantial grounds. For the reasons given, it is not. The sum of RM7,283,975.44 is fixed by a judgment given after trial that has been neither set aside nor stayed; the form of the order, the pending appeals, the refusal of the stay of execution and the unconcluded assessment neither singly nor cumulatively render it a disputed debt; and the matters of solvency, harm and undertaking do not bear on the result. Neither limb of the Fortuna principle is satisfied. The Plaintiff has not discharged the burden, which lay upon it, of establishing a genuine dispute on substantial grounds. [42] The course open to the Plaintiff, if it would avoid the consequences of a petition, is to satisfy the judgment or to obtain a stay of its execution. It has done neither. In those circumstances the equitable jurisdiction to restrain the first Defendant from invoking its statutory right is not engaged, and the relief sought must be refused. G. ORDERS OF THE COURT [43] For these reasons, I make the following orders: