Euroasia Integrated Logistics Services (M) Sdn. Bhd. v Biforst Logistics Sdn. Bhd. (PA-28NCC-40-03/2026)

High Court of Malaysia19 May 2026PA-28NCC-40-03/2026

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Refers toCompanies ActExternal
“two (2) enclosures for determination before this Court. Enclosure 1 is a winding-up petition filed by the Petitioner against the Respondent (Enclosure 1) under Sections 465(1)(e) and 466(1)(a) of the Companies Act 2016 (CA 2016). Enclosure 5 is the Respondent's application to transfer this winding-up proceeding from th”
Refers toJudicature ActExternal
“oceedings that the Penang High Court was an inappropriate or inconvenient forum for determining the disputes between the parties. [53] Further, the Petitioner referred to Section 23 of the Courts of Judicature Act and submitted that the Penang High Court is conferred with jurisdiction to hear the winding up petition fo”
Cites[1986] WLR 114External
“990] 1 MLJ 21; Europlus Corporation Sdn Bhd v. Lim Wai Leng [2003] 4 MLRH 824; [2003] 42 MLJ 1; Re Lympne Investments Ltd [1972] 1 All ER 385; Cornhill Insurance Ple v. Improvement Services Ltd & Ors [1986] WLR 114; and Mann v. Goldstein [1968] 1 WLR 1091). [36] In the present case, it is not disputed that the Petition”
Cites[2010] MLJU 2217External
“tutes a final and conclusive debt owed to the Petitioner. [34] Further, the law clearly states that a judgment debt is an undisputed debt (see: Pacific & Orient Insurance Co Bhd v Muniammah Muniandy [2010] MLJU 2217, Court of Appeal). Therefore, a winding-up petition based on an unsatisfied judgment debt gives rise to”
Cites[2015] MLRHU 1320External
“Perlis, Selangor, Terengganu and the Federal Territory of Kuala Lumpur; [57] The Petitioner then made further reference to the case of Posc Ti Sdn Bhd v Kerajaan Negeri Terengganu [2016] 10 MLJ 663, [2015] MLRHU 1320 where the Court held that in determining forum convenience, all the factors set out in Order 57 rule 4(”

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Follows[2017] MLRHU 1327External
“or v. Overseas Credit Finance (M) Sdn Bhd & Ors [1987] 1 MLRA 672; [1988] 2 MLJ 449). [72] I also had the occasion to state this important principle in Aeon Big (M) Sdn Bhd v. SSM Management Sdn Bhd [2017] MLRHU 1327; [2017] 8 AMR 732 as follows: “[45] In the first place it is trite law that even though a company may p”

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1 DALAM MAHKAMAH TINGGI MALAYA DI GEORGETOWN DALAM NEGERI PULAU PINANG, MALAYSIA NO. PENGGULUNGAN SYARIKAT: PA-28NCC-40-03/2026 Dalam perkara mengenai Seksyen-Seksyen 431, 432(1)(a), 464(1)(b),465(1)(e), 466(1)(a), 468, 469 AktaSyarikat 2016 Dan Dalam perkara mengenai BIFORST LOGISTI CS SDN. BHD. [No. Syarikat: 20030103264 (635065-U)] Dan Dalam perkara mengenai Kaedah-Kaedah 22, 23, 23A, 24, 25 dan 26 Kaedah-Kaedah (Penggulungan) Syarikat-Syarikat 1972 ANTARA EUROASIA INTEGRATED LOGISTICS SERVICES (M) SDN. BHD. (No. Syarikat: 202101024306 (1424606-V)) …PEMPETISYEN DAN BIFORST LOGISTICS SDN. BHD. (No. Syarikat: 200301032644 (635065-U)) …RESPONDEN GROUNDS OF JUDGMENT INTRODUCTION [1] There are two (2) enclosures for determination before this Court. Enclosure 1 is a winding-up petition filed by the Petitioner against the Respondent (Enclosure 1) under Sections 465(1)(e) and 466(1)(a) of the Companies Act 2016 (CA 2016). Enclosure 5 is the Respondent's application to transfer this winding-up proceeding from the High Court of Malaya in Penang to the High Court of Malaya in Shah Alam (Enclosure 5). [2] At the conclusion of the hearing, this Court allowed the winding-up petition in Enclosure 1 and dismissed the Respondent's application to transfer the winding-up proceedings in Enclosure 5. [3] The reasons are as stated below. BRIEF FACTS [4] The Petitioner is a company incorporated in Malaysia with its registered address at No. 18, Jalan Perai Jaya 1, Bandar Perai Jaya, 13700 Perai, Pulau Pinang and its business address at 2288, Mukim 14, Permatang Tinggi, 14000 Bukit Mertajam, Pulau Pinang. [5] The Respondent is a company incorporated in Malaysia. Its registered address is at D-2-5, Megan Avenue 1, 189 Jalan Tun Razak, 50400 Kuala Lumpur, whilst its business address is at Wisma Biforst, G-50, Jalan Pinggiran 1/3, Taman Pinggiran Putra, Seksyen 1, 43300 Seri Kembangan, Selangor. [6] On 18.03.2026, the Petitioner filed this winding-up petition against the Respondent based on a judgment obtained by the Petitioner against the Respondent at the Penang High Court Suit PA-22NCvC-136-09/2024 (Penang HC Suit 136) on 10.02.2025 for the sum of RM1,342,769.13 plus interest (Judgment), wherein the Petitioner was the 2nd Plaintiff and the Respondent was the Defendant in the Penang HC Suit 136. [7] A statutory notice of demand under Section 466 of the CA 2016, dated 12.2.2026 (Statutory Notice), was served on the Respondent and acknowledged by the Respondent the same day. Despite the expiry of the prescribed 21-day period, the Respondent failed to pay RM482,310.73 as at 21.01.2026, being the accrued debt arising from the Judgment. The winding-up petition was then filed on 18.3.2026. Until the day of the hearing of Enclosure 1, the Respondent offered no rebuttal. [8] Instead, the Respondent filed for the winding-up proceedings to be transferred to the High Court of Shah Alam, as set out in Enclosure 5. PARTIES CONTENTION [9] There was no written submission for Enclosure 1 by the parties. The decision on Enclosure 1 was based on the cause papers, particularly the evidence filed by the Petitioner in the affidavit in support of the winding-up petition. The Respondent did not file any affidavit to rebut. [10] As such, the following are submissions for Enclosure 5. [11] The Petitioner objected to Enclosure 5 and submitted that the winding-up petition was properly filed in the Penang High Court because it was founded on the judgment obtained in Penang HC Suit 136, which was granted on 10.02.2025. [12] The Petitioner further argued that this Court has the requisite jurisdiction to hear and determine the present winding-up petition. The judgment debt which forms the basis of the winding-up petition originates from proceedings conducted and determined before the Penang High Court. [13] The Petitioner also submitted that the cause of action giving rise to the present petition arose in Penang and that the facts upon which the proceedings are based exist in Penang, as all material antecedent proceedings, enforcement proceedings and the judgment debt were commenced, litigated, determined and enforced in the Penang High Court. These proceedings include Originating Summons PA-24NCvC-1575-12/2023, Suit PA-22NCvC-136-09/2024, Garnishee Proceedings PA-37G-12-04/2025, Originating Summons No. PA-24NCvC-1036-08/2025 and Originating Summons No. PA-24NCvC-267-03/2026. [14] The Petitioner contended that in all the aforesaid proceedings, the Respondent never once raised any objection that the Penang High Court was an inappropriate, unsuitable or inconvenient forum for the adjudication of disputes between the parties. [15] The Petitioner therefore contended that the Respondent is now estopped by its conduct and acquiescence from asserting that the present petition should be heard in the Shah Alam High Court, after having previously invoked, submitted to, and fully participated in numerous proceedings before the Penang High Court without objection. [16] The Petitioner further contended that the Respondent's application for transfer ought to be dismissed, as the alleged Scheme of Arrangement relied upon by the Respondent is merely a bare assertion, unsupported by any documentary evidence. There is no proposal, draft scheme, creditors' approval, court documents, or any material evidence that the Respondent has exhibited to establish the existence of any genuine Scheme of Arrangement exercise. [17] The Petitioner, therefore, placed the burden upon the Respondent to demonstrate that such an alleged scheme exists and that it constitutes a legitimate basis for transferring the proceedings to the Shah Alam High Court. [18] The Petitioner also contended that the mere fact that the Respondent's business address is located in Selangor does not render the Penang High Court incompetent or inappropriate to hear the matter. [19] The Petitioner submitted that the Respondent's location in Selangor does not create any genuine inconvenience because no witnesses are required in the present proceedings and the matter can be fairly and conveniently determined through affidavit evidence. [20] The Petitioner further contended that the present transfer application is merely a tactical manoeuvre designed to delay the hearing and determination of the winding-up petition and to postpone the Petitioner's entitlement to pursue remedies arising from a valid and enforceable judgment. [21] On the other hand, the Respondent contended that the present proceedings ought to be transferred to the Shah Alam High Court pursuant to Order 57 Rule 1 of the Rules of Court 2012 (ROC), as the matter can be more conveniently and fairly tried there. [22] The Respondent submitted that it is undisputed that its business address is situated in the State of Selangor. Thus, having regard to its location and geographical convenience, the winding-up petition ought to have been commenced in Shah Alam and not in Penang. [23] The Respondent contended that, as the party defending the winding-up petition, its place of business and locality should be given significant weight in determining the appropriate forum for the hearing of the matter. [24] The Respondent argued that requiring it to continue defending the present proceedings in Penang would be inconvenient given that its operations and business activities are conducted from Selangor. [25] The Respondent further contended that the doctrine of forum convenience is applicable in circumstances where an application is made to transfer proceedings between courts of coordinate jurisdiction. It is the Respondent's submission that although the Penang High Court has jurisdiction to hear the matter, the existence of jurisdiction alone is not determinative. The Court must additionally consider whether another forum constitutes a more convenient venue for the disposal of the proceedings. [26] The Respondent contended that the Shah Alam High Court is the more convenient forum because it is located nearer to the Respondent's place of business and would facilitate the management and conduct of the proceedings. [27] The Respondent further submitted that it is presently in the process of preparing a Scheme of Arrangement and that future proceedings associated with such a restructuring exercise may require the attendance of the Respondent's representatives before the Court on multiple occasions, and argued that transferring the matter at this stage would facilitate the future management of the Respondent's affairs and would not cause any prejudice to the Petitioner. [28] In summary, the parties' contentions regarding Enclosure 5 are as follows. [29] For the Respondent- a) The Respondent's place of business is in the state of Selangor; b) The Respondent is in the process of preparing a scheme of arrangement application which may require personal attendance of the Respondent’s representative before the Court on multiple occasions; and c) The transfer proceeding does not prejudice the petitioner; [30] The Petitioner objected to the Respondent’s application for the transfer-a) The alleged Scheme of Arrangement is a bare assertion, unsupported by any documentary evidence. No proposal, draft scheme, creditors’ approval, or court-related materials have been exhibited to substantiate the Respondent’s claim; and b) In any event, the presence of parties is not necessary for the determination of the present winding-up petition, as the issues arising herein may be fully and adequately disposed of by way of affidavits and documentary evidence. ISSUES FOR DETERMINATION [31] The issues before this Court are-

(a) Whether the Respondent is unable to pay its debts within the meaning of Section 466(1a) read with Section 465(1)(e) of the CA 2016.

(b) Whether the Respondent has established sufficient grounds to justify the transfer of the present winding-up proceedings from the Penang High Court to the Shah Alam High Court. ANALYSIS AND FINDINGS Winding Up [32] The Petitioner filed the winding-up petition under Sections 465(1)(e) and 466(1)(a) of the CA 2016 on the ground that the Respondent is unable to pay its debts pursuant to a judgment obtained by the Petitioner on 10.2.2025 against the Respondent. For convenience, Sections 465(1)(e) and 466(1)(a) of the CA 2016 provide-

465

Circumstances in which company may be wound up by Court.

Subsection

(1) The Court may order the winding up if:

(a) the company has by special resolution resolved that the company is to be wound up by the Court;

(b) the company defaults in lodging the statutory declaration under subsection 190(3);

(c) the company does not commence business within a year from its incorporation or suspends its business for a whole year;

(d) the company has no member;

(e) the company is unable to pay its debts;

466

Definition of "inability to pay debts".

Subsection

(1) A company shall be deemed to be unable to pay its debts if:

(a) the company is indebted in a sum exceeding the amount as may be prescribed by the Minister and a creditor by assignment or otherwise has served a notice of demand, by himself or his agent, requiring the company to pay the sum due by leaving the notice at the registered office of the company, and the company has for twenty-one days after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor; (Emphasis Added) [33] The Judgment remains valid, binding, and enforceable. It has not been varied or set aside as of the hearing of the Petition. It therefore constitutes a final and conclusive debt owed to the Petitioner. [34] Further, the law clearly states that a judgment debt is an undisputed debt (see: Pacific & Orient Insurance Co Bhd v Muniammah Muniandy [2010] MLJU 2217, Court of Appeal). Therefore, a winding-up petition based on an unsatisfied judgment debt gives rise to a statutory presumption of insolvency under Section 466(1)(a) of the CA 2016. [35] In Pacific & Orient Insurance Co Bhd (supra), the Court held- "[35] In short, failure on part of a debtor to pay the particular debt claimed in the 218 notice within the stipulated three weeks period, will give rise to a statutory presumption that the company is insolvent or unable to pay all its existing debts owed to all creditors... [37] The presumption is rebuttable and the onus is shifted to debtor company to show that it is able to pay all its debts at the material time. Such rebuttal may be done at the hearing of the petition, after being filed by the creditor. To pay the particular amount or debt claimed under the s 218 notice after the expiry of the stipulated three weeks period (as being done by the appellant in the present case) is obviously insufficient to rebut the said presumption. Under such circumstances, the presumption remains and the winding-up court is empowered to wind-up the company. (see: Hotel Royal Ltd Bhd v. Tina Travel & Agencies Sdn Bhd [1989] 4 MLRH 9; [1990] 1 MLJ 21; Europlus Corporation Sdn Bhd v. Lim Wai Leng [2003] 4 MLRH 824; [2003] 42 MLJ 1; Re Lympne Investments Ltd [1972] 1 All ER 385; Cornhill Insurance Ple v. Improvement Services Ltd & Ors [1986] WLR 114; and Mann v. Goldstein [1968] 1 WLR 1091). [36] In the present case, it is not disputed that the Petitioner, through its solicitors, issued and served upon the Respondent the Notice, which is a statutory notice of demand, pursuant to Sections 465(1)(e) and 466(1)(a) of the Companies Act 2016. The Notice was also duly served on the Respondent. [37] Accordingly, the 21-day period has lapsed since the service of the Notice. However, the Respondent has failed to pay the debt, whether in whole or in part. In these circumstances, failure to pay within the stipulated 21 days will give rise to the statutory presumption that the Respondent is unable to pay its debts, thereby conferring on the Court the jurisdiction to grant a winding-up order. [38] The statutory presumption is rebuttable, and it is the Respondent's responsibility to prove that, at the relevant time, it was able to pay its debts as they became due. It is apparent that the Respondent is unable to pay its debts within the meaning of Section 465(1)(e) read with Section 466(1)(a) of the CA 2016. [39] Reference is also made to the case of Klass Corp (M) Sdn Bhd v MKRS Management Sdn Bhd [2018] 9 MLJ 305, where it was held that once a judgment is obtained, the debtor’s failure to satisfy it within the statutory period creates a presumption of inability to pay its debts under Section 466(1)(a) of the Companies Act 2016. Unless the judgment is set aside or stayed, the debt is not subject to dispute. Particularly, the neglect to pay current demands, regardless of whether the debtor is in possession of assets. The test of commercial insolvency is applicable as to whether a respondent company is unable to meet its current debts as they fall due. It was held that- “[70] It is, in any event, now settled law that the issue on the inability to pay debt is to be considered in commercial context, which is the neglect to pay current demands regardless of whether the debtor is in possession of assets which, if realised would permit it to discharge its liabilities. The test of commercial insolvency simply means that the respondent company is not able to meet current debts when they fall due (see System Communication Engineering Sdn Bhd v. Zabidin Sdn Bhd [1999] 5 MLRH 826; [1999] 1 AMR 1187). [71] This is why it has been said that a company could be both insolvent but wealthy at the same time (see, for example, the Privy Council's decision in Malayan Plant (Pte) Ltd v. Moscow Narodny Bank Ltd [1980] 1 MLRA 488; [1978] 2 MLJ 81 and the Supreme Court's decision in Sri Hartamas Development Sdn Bhd v. MBF Finance Bhd [1992] 1 MLRA 311; [1992] 1 MLJ 313; [1992] 1 CLJ 303). It is wholly insufficient that the assets might be realisable at some future date after the debts have become due and payable (see the Supreme Court's decision in Lian Keow Sdn Bhd (In Liquidation) & Anor v. Overseas Credit Finance (M) Sdn Bhd & Ors [1987] 1 MLRA 672; [1988] 2 MLJ 449). [72] I also had the occasion to state this important principle in Aeon Big (M) Sdn Bhd v. SSM Management Sdn Bhd [2017] MLRHU 1327; [2017] 8 AMR 732 as follows: “[45] In the first place it is trite law that even though a company may possess of wealth in the form of investments not presently ealizable, if the company has no assets available to meet its current liabilities, the company is legally commercially insolvent and may be wound up (see the Supreme Court decision in Sri Hartamas Development Sdn Bhd v. MBF Finance Bhd [1992] 1 MLRA 311; [1992] 1 MLJ 313; [1992] 1 CLJ 303). The test of solvency is one of cash flow solvency, not balance sheet solvency”. [40] Likewise, in Gulf Business Construction (M) Sdn Bhd v Israq Holding Sdn Bhd, [2010] 2 MLRA 411; [2010] 5 MLJ 34, the Court of Appeal held that the presumption of inability to pay arises automatically upon the debtor’s failure to comply with a statutory demand for a judgment debt. It is justified to grant a winding-up order. The Court of Appeal held- “[3] The court order dated 3 June 2005 has not been set aside nor varied. It remains as a court order and it is contempt to disobey an order of the court. It is no answer to an action for contempt to argue that the court order should not have been made. The correct course to take would be to challenge the court order by applying to have it set aside. In Hadkinson v. Hadkinson [1952] P 285, CA, at p 288, Romer LJ put it nicely in these salient words:- It is the plain and unqualified obligation of every person against, or in respect of whom, an order is made by a court of competent jurisdiction, to obey it unless and until that order is discharged. The uncompromising nature of this obligation is shown by the fact that it extends even to cases where the person affected by an order believes it to be irregular or even void. [10] The failure of the debtor to pay the debt within 21 days (three weeks) after the service of the notice of demand entitles the creditor to present a petition and that petition cannot be restrained by an injunction. And it is not open to the debtor to say that it is able to pay the debt but chooses not to (Cornhill Insurance Plc v. Improvement Services Ltd And Others [1986] 1 WLR 114). [11] The failure on the part of the company to pay as demanded would trigger the presumption that the company is unable to pay its debt. This presumption is, however, rebuttable. The onus shifts onto the company to show that it is able to pay the debt (PT Anekapangan Dwitama v. Far East Food Industries Sdn Bhd (supra)). Thus, the inability to pay on the part of the company gives the requisite jurisdiction of the court to make a winding-up order against the company (Securicor (M) Sdn Bhd v. Universal Cars Sdn Bhd. [1984] 2 MLRH 48; [1985] 1 MLJ 84).”. [41] In the present case, the Respondent failed to pay the debt within the prescribed 21-day period after service of the statutory notice. Such failure gives rise to the statutory presumption that the Respondent is unable to pay its debts, thereby conferring upon this Court the jurisdiction to make a winding-up order. The statutory presumption of insolvency has arisen and remains unrebutted. [42] Further, there is no evidence before this Court that the Judgment dated 10.02.2025 has been set aside, varied or stayed. In the circumstances, the Judgment debt remains due, valid and enforceable against the Respondent. [43] The winding-up Petition was heard on 19.05.2026. This Court is satisfied that the Petitioner’s cause papers are in order and that a Registrar’s Certificate was duly issued pursuant to the Companies (Winding-Up) Rules 1972. [44] Accordingly, the winding-up Petition is allowed with costs. Transfer Application [45] This Court is inclined to accept the Petitioner’s submissions that the present application for transfer is plainly a tactical manoeuvre intended to delay the hearing and determination of the winding-up proceedings and causes serious and undue prejudice to the Petitioner. [46] Additionally, it is trite law that winding-up proceedings need to be disposed of expeditiously (See Maril Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Banker Bhd & Other Appeals [2001] 1 MLRA 270, [2001] 4 MLJ 187, CA). All kinds of unnecessary interlocutory applications have the effect of delaying winding-up proceedings. [47] In Maril Riobel Rionebel (M) Sdn Bhd (supra), the Court of Appeal held- “[43] As pointed out by my learned brother Gopal Sri Ram JCA, the unhealthy trend is, upon being served with a petition, instead of defending the petition proper at the hearing of the petition, the respondent makes all kinds of interlocutory applications. That would invariably stall the hearing of the petition proper. If the application is dismissed, the respondent would appeal to the Court of Appeal or may even try to go further, further delaying the hearing of the petition. I have come across cases where even an order made by the senior assistant registrar under r.32 of the Companies (Winding-Up) Rules 1972 was appealed against and when the appeal was dismissed, the respondent further appealed to the Supreme Court – see Asia Commercial Finance (M) Berhad v Lum Choon Realty Sdn Bhd (Penang High Court Companies Winding-Up No: 28-60-92). Of course, having filed the notice of appeal, the respondent then filed a notice of motion to stay all proceedings pending the disposal of the appeal by the then Supreme Court. When the notice of motion was dismissed, another appeal was filed. The effect is that hearing and disposal of the petition is delayed. [47] In Sun Microsystems Malaysia Sdn Bhd [200] 4 CLJ 72, I stressed the difference between the procedure in respect of a writ action under the RHC 1980 and a winding-up petition under the Companies (Winding-Up) Rules 1972: It is important to note that the procedure in a winding-up proceeding as provided by the Companies (Winding-Up) Rules 1972 is different from the procedure in a writ action as provided by the Rules of a High Court 1980 (RHC 1980). In a winding up proceeding, the procedure is simple and brief. That is what it is meant to be. When a petition is filed, the senior assistant registrar gives a hearing date straightaway before the petition is issued. The petitioner is expected to do everything he or it has to do in terms of complying with the procedural requirements eg, serving, gazetting and advertising, before the hearing date. The petition is to be heard on the date fixed for hearing. On the other hand, in a writ action upon filing no date (be it for hearing or for mention) is given by the senior assistant registrar He merely signs the writ and issues it. The writ itself clearly says: We command you that within eight days after the service of this writ on you, inclusive of the day of such service, you do cause an appearance to be entered for you at the suit of... And take notice, that in default of you so doing the plaintiff may proceed therein to judgment and execution. (emphasis added.) The trial date is a long way off. Indeed, there may not be none at all. It is important that the procedure applicable in a writ action should not be incorporated into a winding-up proceeding. It is not meant to be. Appearance is required (and provided for) in a writ action so that the plaintiff will know whether to take a judgment in default or not. If an appearance is filed, followed by defence, then at the close of the pleadings, the plaintiff should apply for directions and ask for the case to be set down for trial. In other words, he asks for a trial date. That is not necessary in a winding-up petition because the hearing date has been given even before the petition is issued. That is why there is no provision for appearance, defence, summons for directions, setting down for trial etc in a winding up proceeding. [49] Having written on it four times and in two languages, it is timely that my learned brother Gopal Sri Ram JCA and this court come out strongly against such practice, which, at the very least is delaying the hearing and disposal of winding-up petitions, which is unfair to the petitioners and clogging the court docket. [48] The issue is whether the Respondent has established sufficient grounds to justify transferring the present winding-up proceedings from the Penang High Court to the Shah Alam High Court. This Court finds that it is not necessary to transfer the matter to the Shah Alam High Court. [49] This is because numerous proceedings between the parties were previously commenced and litigated in the Penang High Court. There are-a) In 2023, the Respondent itself commenced Originating Summons No. PA-24NCvC-1575-12/2023 (OS 1575) at the Penang High Court, seeking a fortuna injunction against the Petitioner. OS 1575 was dismissed by the Penang High Court; b) Subsequently, in September 2024, the Petitioner, together with two (2) other companies, commenced Penang HC Suit 136 against the Respondent in the Penang High Court and obtained a judgment dated 10.02.2025; c) To enforce the said Judgment, the Petitioner and the two (2) other companies thereafter commenced Garnishee Proceedings PA-37G-12-04/2025 (Garnishee Proceedings) against the Respondent at the Penang High Court; d) Prior to the filing of the present winding-up petition, the Respondent once again initiated Originating Summons No. PA-24NCvC-1036-08/2025 (OS 1036) at the Penang High Court, seeking a fortuna injunction against one of the companies, namely Euroasia Transport Company Limited, in relation to the Judgment dated 10.2.2025. The OS 1036 was dismissed by the High Court; and e) More recently, one of the parties to the Judgment dated 10.2.2025, namely Euroasia Total Logistics (M) Sdn. Bhd., has filed Originating Summons PA-24NCvC-267-03/2026 (OS 267) at the High Court of Penang, and obtained an ad interim order against the Respondent. [50] All of these proceedings were filed at the Penang High Court. [51] Therefore, why is the issue of transferring the winding-up Petition now being raised? [52] The Petitioner contended that the Respondent never once raised in OS 1575, OS 1036, Penang HC Suit 136, OS 267, or the Garnishee Proceedings that the Penang High Court was an inappropriate or inconvenient forum for determining the disputes between the parties. [53] Further, the Petitioner referred to Section 23 of the Courts of Judicature Act and submitted that the Penang High Court is conferred with jurisdiction to hear the winding up petition for the following reasons- a) The cause of action for the present winding-up petition arose squarely in Penang, as the petition is founded upon the said Judgment dated 10.02.2025 granted by the Penang High Court, which remains unpaid. b) The factual substratum giving rise to the present proceedings exists entirely within Penang, as all material antecedent proceedings, including the suits, fortuna injunction applications, enforcement actions, and the judgment debt forming the basis of this winding-up petition, were commenced, determined, and enforced in the Penang High Court. [54] The Petitioner then cited the case of Dato’ Sri Ismail Sabri Yaakob v. Sabah Publishing House Sdn Bhd [2017] 1 LNS 1592, where Justice Nordin Hassan discussed Section 23 of the Courts of Judicature Act 1964 and held- [15] As to the civil jurisdiction of both High Courts, subsection 23(1) of CJA 1964 provides. … [16] The four conditions of sub-paragraphs (a) to (d) in subsection 23(1) are to be read disjunctively and this court has the jurisdiction to try a case if it falls under any one of the sub-paragraph. [55] It is therefore the Petitioner’s contention that the issue of forum conveniens or forum non conveniens does not arise where any one of the High Courts is properly seized of local jurisdiction under section 23(1) of the CJA 1964. This is based on the Court of Appeal case in Siti Nur Aishah Binti Ishak V. Golden Plus Holdings Berhad [2017] 8 CLJ 272, where it was held- “[33] The Plaintiff however, does not have to meet all the conditions in section 23(1) before the particular High Court, be it in Malaya or in Sabah and Sarawak, assumes jurisdiction. Once any one of the conditions is fulfilled and the particular High Court assumes or is seized with local jurisdiction, that jurisdiction is not lost, defeated or divested. The High Court that is first seized with jurisdiction does not become incompetent just because some other condition in section 23(1) conferring jurisdiction on the other High Court is met. What is necessary is the High Court before which the civil proceedings are flied has the requisite jurisdiction to try the proceedings. … [34] It is also not for that High Court before which the civil proceedings have been filed to go further and consider whether the other High Court should or ought to try the civil proceedings filed; even if one of the remaining conditions is met in respect of that other High Court. The issue of forum conveniens does not arise where any one of the two High Courts is properly seized with local or territorial jurisdiction. That principle arises only where any of the two High Courts, having jurisdiction over the civil proceedings, is considering whether the proceedings are more conveniently tried by the same High Court but sitting in another part of its local jurisdiction or territory. [56] Further, Section 3 of the Courts of Judicature Act provides that ‘local jurisdiction’ means:

(a) In the case of the High Court in Malaya, the territory comprised in the States of Malaya, namely, Johore, Kedah, Kelantan, Malacca, Negeri Sembilan, Pahang, Penang, Perak, Perlis, Selangor, Terengganu and the Federal Territory of Kuala Lumpur; [57] The Petitioner then made further reference to the case of Posc Ti Sdn Bhd v Kerajaan Negeri Terengganu [2016] 10 MLJ 663, [2015] MLRHU 1320 where the Court held that in determining forum convenience, all the factors set out in Order 57 rule 4(A) to (E), which are the same factors found in Section 23 of the Courts of Judicature Act 1964, must be considered and not any one factor will prevail over the other- “[18] First of all, there is power to make such an order under O 57. The exercise of this discretionary power must take into consideration the factors set out in O 57 r 4(A) to (E). These factors are the same factors found in s 23 of the Courts of Judicature Act 1964 (‘Act 91’). [19] It is also evident from a proper reading of O 57 r 4, not any one factor will prevail over the other. The court is to weigh any or all the factors relied on in making a decision on whether the application ought to be acceded to.” [58] Undoubtedly, the business address of the Respondent is in Selangor, however considering Sections 23 (1)(a) and (c) of the Courts of Judicature Act / Order 57 rule 4(A) & (C) of the Rules of Court 2012, this Court agrees that the Penang High Court is the most proper forum to hear the winding up petition as the petition is founded upon the Judgment dated 10.02.2025 granted by the Penang High Court. [59] As such, this Court also agrees to the Petitioner’s submissions that the factual substratum giving rise to the present proceedings exists entirely within Penang, as all material antecedent proceedings, including the suits, Fortuna injunction applications, enforcement actions, and the judgment debt forming the basis of this winding-up petition, were commenced, determined, and enforced in the Penang High Court. [60] This Court is of the view that the Respondent should be estopped from contending that this Court is now unsuitable to determine this winding-up Petition. CONCLUSION [61] For the reasons set out above, this Court allows the winding-up petition in Enclosure 1 and orders that the Respondent be wound up pursuant to CA 2016. [62] The Respondent’s application in Enclosure 5 to transfer the winding-up proceedings to the High Court of Malaya in Shah Alam is dismissed with costs. DATED: 14 JULY 2026 -SGD- (SUZANA BINTI MUHAMAD SAID) Judge High Court 3 Georgetown, Pulau Pinang COUNSELS For the Petitioner : Messrs Ong And Manecksha For the Respondent : Messrs Alwin Rajasurya

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Malaysian judgment

Case metadata

Court: High Court of Malaysia
Decision date: 19 May 2026
Case number: PA-28NCC-40-03/2026
Coram: YA Dr Suzana binti Muhamad Said
Practice area: Companies Act 2016 — Sections 465(1)(e) and 466(1)(a) — Winding-up petition — Transfer of proceedings — Order 57 Rule 1 Rules of Court 2012 — Forum conveniens — Forum non conveniens — Section 23 Courts of Judicature Act 1964 — Local jurisdiction — Territorial jurisdiction — Tactical manoeuvre — Expeditious disposal of winding-up proceedings
Version: Alasan Penghakiman 1
Published: 15 Jul 2026
Source ID: d5498ef0-9917-4c51-a5e6-2dbb415d7782

Catchwords

Companies Act 2016 — Sections 465(1)(e) and 466(1)(a) — Winding-up petition — Transfer of proceedings — Order 57 Rule 1 Rules of Court 2012 — Forum conveniens — Forum non conveniens — Section 23 Courts of Judicature Act 1964 — Local jurisdiction — Territorial jurisdiction — Tactical manoeuvre — Expeditious disposal of winding-up proceedings

Parties

EUROASIA INTEGRATED LOGISTICS SERVICES (M) SDN. BHD. - petitioner - ejudgment_parties
BIFORST LOGISTICS SDN. BHD. - respondent - ejudgment_parties

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