Content
BA-28NCC-626-11/2023 Kand. 11/09/2025 15:25:53 IN THE HIGH COURT OF MALAYAAT SHAH ALAM IN THE STATE OF SELANGOR DARUL EHSAN COMPANIES (WINDING - UP) PETITION NO.: BA-28NCC-626-11/2023 In the matter of Section 465 (1)(e) & (h) and 466 (1) (a) of the Companies Act 2016; And In the matter of Caxprint Sdn Bhd [Company No.: 201401030177 (1106263 — Pj; BETWEEN FUJIFILM BUSINESS INNOVATION ASIA PACIFIC PTE. LTD. (formerly known as FUJI XEROX ASIA PACIFIC PTE. LTD.) [Company No.: 199202000004 (993478-A)] ...PETITIONER AND CAXPRINT SDN. BHD. (NO. Pendaftaran: 201401030177 (1106263-P) ... RESPONDENT GROUNDS OF JUDGMENT Introduction 1. This is the Petitioner's application to wind up the Respondent, Caxprint Sdn Bhd, under Sections 465(1)(e) and 466(1)(a) of the Companies Act 2016. The debt forming the basis of this petition arises from a final judgment obtained by the Petitioner against the Respondent, affirmed up to the Court of Appeal. The Respondent opposes the petition on the basis that the judgment was allegedly obtained by fraud, and contends that the Court should go behind the judgment to determine the existence of a bona fide dispute. Upon due consideration of the facts and circumstances as established from the relevant cause papers, this Court allowed the Petition. Set out below are the reasons for the decision. Background Facts 4. The Petitioner is a creditor of the Respondent pursuant to a judgment obtained in the Magistrate’s Court on 4 January 2023 for the sum of RM90,793.33 together with interest and costs. The Respondent's appeal to the High Court was dismissed on 16 June 2023, and its further appeal to the Court of Appeal was likewise dismissed on 18 October 2023. The Petitioner thereafter issued a statutory demand under section 466(1)(a) CA 2016 dated 3 July 2023 demanding the sum of RM123,762.21. The demand was not complied with within 21 days. 7. The Petitioner filed the present winding-up petition on 20 November 2023. The Respondent filed an affidavit in opposition and supporting submissions alleging, inter alia, that the judgment was obtained through fraud and misrepresentation and that the underlying debt is in fact disputed. Issues for Determination 8. The primary issues arising for the Court’s determination are: a. Whether-the Court should go behind the judgment and decline to act on it due to alleged fraud; b. Whether the Respondent is deemed unable to pay its debts under section 466(1)(a) CA 2016; c. Whether the Petitioner is entitled to a winding-up order under sections 465(1)(e) or 465(1)(h) CA 2016. Parties’ Submissions Petitioner’s Case 9. The Petitioner submits that the debt is founded upon a final judgment, affirmed up to the Court of Appeal. It argues that the existence of a final judgment is conclusive proof of the debt, unless the Respondent is able to demonstrate fraud or collusion that would justify the Court going behind the judgment. 10. The Petitioner relies on Ambank Islamic Bhd v Prolink Marketing Sdn Bhd [2021] MLJU 312 and Sovereign General Insurance Sdn Bhd v Koh Tian Bee [1988] 1 MLJ 304 to submit that bare allegations of fraud without credible evidence are insufficient to displace the regularity and conclusiveness of a final judgment. 3 11. The Petitioner further submits that the Respondent is deemed unable to pay its debts pursuant to section 466(1)(a) CA 2016, having failed to comply with the statutory demand. The Respondent has not adduced any audited financial statements or bank statements to rebut the presumption of commercial insolvency. Respondent’s Case 12. The Respondent alleges that the Petitioner misled the Court of Appeal by producing an Exhibit (marked A-4) purporting to show payment of a RM3,000 deposit for a printer, when in fact the payment was for a different transaction. It contends that this misrepresentation led to the judgment being upheld. 13. The Respondent argues that this constitutes fraud, and therefore the Court should go behind the judgment and find that the debt is genuinely disputed. The Respondent also argues that the winding- up petition is an abuse of process, brought to pressure the Respondent into settling a disputed claim. 14. Asingle bank draft was exhibited to suggest that the Respondent has funds, but no audited accounts or financial records were provided. Analysis and Findings Whether the Court Should Go Behind the Judgment 15. The principles governing whether the winding-up court should go behind a judgment are well-established. A final judgment is prima facie evidence of a debt unless the judgment is shown to be tainted by fraud, collusion, or miscarriage of justice (Sovereign General Insurance; Ambank Islamic v Prolink). 16. In this case, the Respondent alleges that the Petitioner misled the Court of Appeal by producing a false Exhibit A-4. However, the same document was before the courts at every stage of the proceedings. There is no finding of fraud by the Court of Appeal or any other tribunal. The Respondent's application for review of the appellate decision was also dismissed. 17. The burden of proving fraud lies heavily on the party alleging it. Fraud must be pleaded with particularity and supported by cogent evidence. Mere dissatisfaction with the outcome of litigation or reassertion of previously rejected arguments does not suffice. 18. Inmy view, the Respondent’s allegations do not rise to the threshold of fraud that would justify going behind the judgment. No evidence of deliberate deceit, concealment, or collusion has been shown. At best, the Respondent's complaints reflect disagreement with the courts’ findings, which cannot be revisited in winding-up proceedings. Presumption of Insolvency 19. Section 466(1)(a) CA 2016 provides that a company is deemed unable to pay its debts if it fails to comply with a statutory demand within 21 days. 20. The Petitioner served a valid demand on 3 July 2023. No payment was made, and no stay was sought or obtained from the appellate courts. 21. The Respondent has not produced any credible evidence of solvency. No audited accounts, bank statements, or financial reports have been exhibited. The single bank draft shown is insufficient to rebut the presumption of commercial insolvency. 22. The law requires that commercial solvency be demonstrated by credible, independent evidence. The Respondent has not discharged that burden. Conclusion 23. The debt is established by a final judgment. The statutory presumption of insolvency under section 466(1)(a) has arisen and has not been rebutted. 24. The allegations of fraud are unsubstantiated and do not justify going behind the judgment. The Respondent has failed to show that the debt is bona fide disputed on substantial grounds. 25. In the circumstances, | find that the Petitioner has made out a case for winding up under sections 465(1)(e) and 466(1)(a) of the Companies Act 2016. As such, | allo w the winding-up petition with costs of RM10,000 to be paid out of the assets of the Respondent. RAJA ROZELA BINTI RAJA TORAN Judicial issioner Muamalat andj Insol\ency Shah Alam 7 COUNSEL Solicitor for the Appellant : Tetuan Y.S.Woo & Proctor B-1-3, Prima Avenue Klang Jalan Kota KS-1, 41000 Klang Selangor 1. Mary Nevasheni San Dran Solicitor for the Respondent : Tetuan Skrine Unit No.50-8-1, 8" Floor Wisma UOA Damansara 50, Jalan Dungun Damansara Heights 50490 Kuala Lumpur 1. Cedric Chan