Jet Aviation (Malaysia) Mro Sdn. Bhd. v Tri-Aero Sdn. Bhd. (WA-28NCC-915-11/2022)

Enclosure 1 is a Petition to wind up the Respondent pursuant to section 465(1)(e) read with section 466(1)(a) of the Companies Act 2016 (“CA 2016”). This Petition is premised on the failure by the Respondent to settle the debt claimed after the expiry of 21 days from service of a Statutory Notice under section 466(1)(a) of the Companies Act 2016 on the Respondent. It is not disputed that the debt claimed by the Petitioner is not based on any judgment of Court.

The Petitioner and the Respondent entered into Teaming Agreement dated 15.11.2014 to cooperate in making a proposed agreement with the Government of Malaysia (“GOM”) to provide maintenance services to 5, transport aircraft units belonging to the GOM.

Subsequent to the Teaming Agreement, a contract was executed between the Respondent and the GOM. S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal 3

The Petitioner had carried out and completed all services as requested by the Respondent. The Petitioner then requested payment of the amount owing to the Petitioner under the terms of the Teaming Agreement but did not receive any payments.

The Petitioner through their solicitors issued a Statutory Notice of Demand. The Respondent neglected, failed and/or refused to comply and/or to the Statutory Notice of Demand. The Petitioner thereafter presented this Petition premised on an admission of debt.

The Petitioner submits that the Respondent has made numerous acknowledgments of debts and/or affirmed that the Respondent owed the Petitioner as follows: a) In their letter dated 25.08.2023, the Respondent informed the Petitioner that they are unable to make the payments as they facing financial constrains; b) The Respondent never disputed the Petitioner’s calculation of the outstanding sum as in the email dated 30.11.2021; S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal 4 c) In Enclosure 8, page 8 paragraph 33 (i) the Respondent confirmed that there is a delay in making the payment of outstanding debt to the Petitioner; d) In Enclosure 8, page 8 paragraph 33 (iv) the Respondent affirmed that there is still debt due and owing to the Petitioner; e) In paragraph 7 and 8 of the Respondent’s Written Submission (Enclosure 21) the Respondent contended that they were unable to fulfil the payment of RM3,496,441.90 as they were still awaiting payment from the Government of Malaysia.

The Respondent never disputed the sum due and owing even after the email dated 30.11.2021 from the Petitioner’s representative or when the Petitioner issued the Letter of Demand on 19.08.2022 for the sum of RM3,496,441.96.

Even after the filing of the Affidavit to oppose the Winding Up Petition, the Respondent only disputed the actual amount of debt but still admitted owing a lesser amount which is above the threshold to present a petition to wind-up the Respondent.

The Respondent alleged that they are liable to pay the Petitioner only after the GOM pays the Respondent the total amount claimed. S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal 5

I find the Respondent had failed to show any evidence of such agreement of pay when paid. There is no provision in the Teaming Agreement which stipulates that the Petitioner will only be paid when the Respondent receives payment from the GOM.

As such the allegation of ‘pay when paid’ relied upon by the Respondent was misconceived as it contradicted the express terms of the Teaming Agreement.

At all material times, the Contract was executed between the Government of Malaysia and the Respondent. The Petitioner is a mere sub-contractor and has duly executed its obligations.

As such, it is entirely immaterial that the Government of Malaysia has purportedly failed to make payments to the Respondent. The Respondent is duty bound to make payments to the Petitioner for the work done especially when there is no dispute as to work completed.

There is clear admission by the Respondent that it owes the Petitioner at least RM408,844.96 as is evidenced by the S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal 6 Respondent’s averment in Enclosure 8 pate 8 paragraph 33(iv) where the Respondent avers: iv. Jumlah bayaran terhutang yang dituntut oleh Pempetisyen melalui Surat Tuntutan tersebut berjumlah RM3,496,441.86 adalah dinafikan dan dipertikaikan oleh Responden. Sebaliknya Responden menyatakan bahawa jumlah sebenar bayaran terhutang Responden kepada Pempetisyen adalah sebanyak RM408,841.96.

In the light of the unequivocal admission by the Respondent that it owes the Plaintiff the sum of RM408,841.96 in it’s own affidavit, which is above the threshold to wind up a company, I find the Respondent has failed to raise a bona fide dispute on substantial grounds.

For the above reasons, I allow the Petition to wind-up the Respondent. I also allow the other consequential prayers including costs. Dated 10 April 2025 …………t.t….……………. Ahmad Murad Bin Abdul Aziz Judge High Court of Malaya Kuala Lumpur S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal 7 COUNSEL FOR THE PETITIONER: SARA MOHAMED HEAR SOLICITORS FOR THE PETITIONER: TETUAN ZAID IBRAHIM & CO COUNSEL FOR THE RESPONDENT: SOLICITORS FOR THE RESPONDENT: TETUAN OMAR ISMAIL HAZMAN & CO Decision date: 10 January 2024 S/N flM009I18kuxjBN8IvyZzg **Note : Serial number will be used to verify the originality of this document via eFILING portal