Kl Petrogas Sdn Bhd (DI Bawah Penerimaan) v 1. ) Sa Puncak Management Sdn Bhd (WA-22M-787-05/2025)

SA PUNCAK MANAGEMENT SDN BHD (COMPANY No.: 200301015868 (618288-H))

LOH YOOK MUN

ELISSA KWAN RU HUI

KWAN YU WEN

LIM AIK TEONG

MOHD RUSLI BIN NGAH (NRIC NO.: 570724-11-5191) … DEFENDANTS GROUNDS OF JUDGMENT

This case arises in an unsettled area of law, where the repeal of one legislative framework has left a regulatory lacuna, and no clear rules govern the conduct of parties who continue to operate within the financial marketplace. In this vacuum, the weaker party finds itself exposed to arrangements that, though framed with the appearance of legitimacy, may conceal terms that are onerous and unconscionable. The picture that emerges is reminiscent of the days of the Wild West gold rush, where fortune-seekers thrived in a frontier marked by opportunity but unrestrained by law, and where those without bargaining power were often left to the mercy of the stronger. Against this backdrop, the Court is called upon to intervene in order to ensure that equity and justice are not sacrificed at the altar of unregulated freedom.

The plaintiff, KL Petrogas Sdn Bhd, was awarded a subcontract for baseline survey works under the Kasawari Gas Development Project, valued at approximately RM16.8 million. In order to finance this subcontract and related operations, the plaintiff obtained various facilities from the first defendant, SA Puncak Management Sdn Bhd (“D1”). These included an Islamic factoring facility, an Islamic pre-factoring facility, as well as a series of supplemental or one-off pre-factoring facilities. Collectively, the facilities exceeded RM22 million.

The agreements executed between the parties were framed under Shariah principles, namely Bai’ Dayn Bi Al-Sila for the factoring facility and Murabahah via Tawarruq for the pre-factoring facility. The parties executed letters of offer, a Factoring-i Agreement, and a Facilities Agreement, all dated 11 October 2023, together with numerous supplemental letters thereafter. The facilities were secured by, inter alia, a debenture executed by the plaintiff over its present and future assets.

It is common ground that the plaintiff drew down substantially on these facilities. Between January and May 2024, disbursements totalling approximately RM22.19 million were made, mainly by direct payment to the plaintiff’s suppliers. The plaintiff also issued invoices to the main contractor, Technip MMHE JV (“TMJV”), from which payments totalling about RM11 million were made directly to D1. By November 2024, D1’s statements reflected an outstanding sum of RM19.3 million.

On 25 January 2025, D1 terminated the facilities and demanded full repayment. On 14 February 2025, pursuant to the debenture, D1 appointed Bernard Tan Leng Kooi and Chong Cham Seng as Receivers and Managers (“R&Ms”) over the plaintiff. Their appointment was duly notified to TMJV, which in turn expressed concerns about the continuation of the subcontract. Shortly thereafter, TMJV issued a notice of termination citing, among others, the plaintiff’s placement under receivership.

The plaintiff alleges that the appointment of the R&Ms has paralysed its business. It contends that the R&Ms have dismissed key staff, jeopardised their Petronas licence, failed to defend winding-up proceedings brought by a creditor, and attempted to transfer the subcontract to another company allegedly favoured by D1. The plaintiff further contends that the financing facilities were in substance moneylending arrangements disguised as Islamic factoring, that the “profit” charged by D1 was in reality usurious interest, and that D1 did not possess a valid moneylender’s licence under the Moneylenders Act 1951.

By way of the present application in Enclosure 2, brought pursuant to Order 29 of the Rules of Court 2012 (“the Rules”), the plaintiff sought interlocutory relief in two forms: first, a mandatory injunction directing D1 to uplift the appointment of Bernard Tan Leng Kooi and Chong Cham Seng as R&Ms over the plaintiff; and second, a prohibitory injunction restraining D1 from appointing any other person to act in that capacity pending the final determination of the action.

On 7 July 2025, I allowed the plaintiff’s application, with costs to be in the cause. Dissatisfied with that order, D1 on the same day lodged a notice of appeal to the Court of Appeal.

The issues that arise for determination at this interlocutory stage are:

Whether, given the mandatory nature of part of the relief, the plaintiff has demonstrated exceptional circumstances warranting such an order;

(ii) Whether damages would provide an adequate remedy for the plaintiff if the injunction is refused; and

(iii) Whether the balance of convenience favours granting the injunction sought. COUNSELS’ CONTENTIONS

Plaintiff’s Contentions

Learned counsel for the plaintiff, Mr. Mak Lin Kum, contended that the so-called Islamic factoring and pre-factoring facilities were in substance nothing more than moneylending arrangements. Expanding on this submission, counsel argued that although couched in the language of Shariah-compliant financing, the agreements merely served as a façade for the advancement of monies subject to exorbitant charges. In particular, emphasis was placed on the pre-factoring component, under which substantial sums were disbursed directly to D1 without any corresponding assignment of invoices. Such transactions, counsel submitted, fall outside the recognised scope of ordinary factoring and bear the hallmarks of moneylending.

Counsel highlights that effective annualised charges exceeded 70% per annum, which are unconscionable. It is submitted that since D1 is not a licensed moneylender, the agreements are illegal and void under section 15 of the Moneylenders Act 1951. The appointment of R&Ms pursuant to an unlawful agreement, it is argued, is equally unlawful and must be set aside.

(ii) D1’s Contentions

Learned counsel for D1, Mr. Lau Kee Sern conversely argues that the facilities are bona fide Islamic financing arrangements, supported by Shariah pronouncements from ISRA International Consulting Sdn Bhd.

It is argued that the plaintiff voluntarily executed the agreements, utilised the facilities, and made partial repayments without protest. Counsel contends that the plaintiff is estopped from now challenging the validity of the agreements, particularly where express clauses prohibit such challenges.

D1 relies on the authorities of Layangan Sdn Bhd v MP Factors Sdn Bhd (No. 2) [2006] 7 MLJ 432 (HC) and Consolidated Factoring (M) Sdn Bhd v Tong Teik Co. Sdn. Bhd & 2 Yang Lain [1993] 1 CLJ 115 (HC) where similar challenges were rejected and the court affirmed that factoring, involving the assignment of receivables, does not amount to moneylending. Counsel therefore contends that the appointment of R&Ms was a lawful exercise of rights under the debenture following the plaintiff’s defaults.

The law governing interlocutory injunctions is well settled. The Court must apply the tripartite test articulated in American Cyanamid Co v Ethicon Ltd [1975] AC 396 (HL): namely, whether there is a serious issue to be tried, whether damages would be an adequate remedy, and where the balance of convenience lies. Malaysian courts have adopted and applied these principles, as seen in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193 (CA), which emphasised that courts at the interlocutory stage should not engage in a detailed examination of the merits but should determine whether there exists a bona fide triable issue.

Section 53 of the Specific Reliefs Act 1950 (‘SRA’) gives the court the power to grant mandatory injunctions:

Mandatory injunctions When, to prevent the breach of an obligation, it is necessary to compel the performance of certain acts which the court is capable of enforcing, the court may in its discretion grant an injunction to prevent the breach complained of, and also to compel performance of the requisite acts.

A, by new buildings, obstructs lights to the access and use of which B has acquired a right by prescription. B may obtain an injunction, not only to restrain A from going on with the buildings, but also to pull down so much of them as obstructs B’s lights.

A builds a house with eaves projecting over B’s land. B may sue for an injunction to pull down so much of the eaves as so project.

In the case put as illustration (i) to section 52, the court may also order all written communications made by B, as patient, to A, as medical adviser, to be destroyed.

In the case put as illustration (v) to section 52 the court may also order A’s letters to be destroyed.

A threatens to publish statements concerning B which would be punishable under Chapter XXI of the Penal Code [Act 574]. The court may grant an injunction to restrain the publication, even though it may be shown not to be injurious to B’s property.

A, being B’s medical adviser, threatens to publish B’s written communications with him, showing that B has led an immoral life. B may obtain an injunction to restrain the publication.

In the cases put as illustrations (s) and (t) to section 52, and as illustrations (e) and (f) to this section, the court may also order the copies produced by piracy, and the trade marks, statements, and communications, therein respectively mentioned, to be given up or destroyed.

In Redland Bricks Ltd v Morris [1970] AC 652 (HL), the House of Lords set out the following principles applicable to the grant or refusal of a mandatory injunction:

A mandatory injunction can only be granted where the plaintiff shows a very strong probability upon the facts that grave damage will occur to him in the future;

Damages will not be an adequate or sufficient remedy if such damage does happen;

The question of cost to the defendant to do works to prevent or lessen the likelihood of a future apprehended wrong must be taken into account. This will depend on whether the defendant has acted reasonably vis-à-vis the plaintiff, or whether he has attempted to “steal a march” on the claimant or otherwise acted “wantonly and quite unreasonably”; and

If, in the exercise of its discretion, the court decides that it is a proper case to grant a mandatory injunction, the court must be careful to see that the defendant knows exactly in fact what he has to do.

In Tam Kam Cheong v Stephen Leong Kon Sang & Anor [1980] 1 MLJ 36 (FC), the Federal Court referred to Redland Bricks Ltd v Morris wherein Salleh Abas FJ held as follows: [A mandatory injunction] can be issued only in cases where the injury done for the prevention or rectification of which injunction is sought cannot be adequately compensated by pecuniary damages. On the other hand, there is no rule that this injunction must be refused upon the mere ground that the injury had been completed before the suit was filed. Every case has to depend upon its own circumstances, and it is a generally accepted view that the court will not interfere by way of mandatory injunction except in cases in which extreme, or at all events very serious, damage will ensue from its interference being withheld (Durell v Pritchard (1866) LR 1 Ch App 244 at 250). The question of cost to the defendant in carrying out the injunction is also a relevant factor. Such cost must be weighed or balanced with the extent of the injury done to the plaintiff (Morris v Redland Bricks Ltd).

Be that as it may, the principles are tempered by the recognition that mandatory injunctions at an interlocutory stage are granted sparingly and only in exceptional circumstances where the Court is satisfied that the case is unusually strong and clear. Further, for an interlocutory mandatory injunction, section 53 of the SRA may not be a suitable point of reference as it is contained in Chapter X of the SRA, which is entitled “Of Perpetual Injunction”. Reliance would thus be on caselaws rather than statutes.

In De Falco v Crawley Borough Council [1980] QB 460 (CA), Bridge LJ stated that the principles expounded by the House of Lords in American Cyanamid Co v Ethicon Ltd (supra) have no relevance to cases involving an interlocutory mandatory injunction. English cases such as Canadian Pacific Railway v Gaud [1949] 2 KB 239 (CA) at 249, Shepherd Homes Ltd v Sandham [1971] Ch 340 (HC) at 349, Hounslow London Borough Council v Twickenham Garden Developments Ltd [1971] Ch 233 (HC) at 268, and John Trenberth Ltd v National Westminster Bank Ltd & Anor [1980] 39 P & CR 104 (HC) at 109, have consistently stated that an interlocutory mandatory injunction will only be granted in “rare” and “exceptional” cases.

In Shepherd Homes Ltd v Sandham (supra) Megarry J held that at page 349: …on motion, as contrasted with the trial, the court is far more reluctant to grant a mandatory injunction than it would be to grant a comparable prohibitory injunction. In a normal case the court must, inter alia, feel a high degree of assurance that at the trial it will appear that the injunction was rightly granted; and this is a higher standard than is required for a prohibitory injunction … No doubt a mandatory injunction may be granted where the case for one is unusually sharp and clear; but it is certainly not a matter of course. [Emphasis added]

Subsequent English case of Locabail International Finance Ltd v Agroexport & Anor [1986] 1 WLR 657 (CA) approved this stance in Shepherd Homes Ltd v Sandham (supra).

In Films Rover International Ltd & Ors v Cannon Film Sales Ltd [1987] 1 WLR 670 (HC) Hoffmann J held at page 681 that: “If it appears to the court that, exceptionally, the case is one in which withholding a mandatory interlocutory injunction would in fact carry a greater risk of injustice than granting it even though the court does not feel a “high degree of assurance” about the plaintiff’s chances of establishing his right, there cannot be any rational basis for withholding the injunction”

In Nottingham Building Society v Eurodynamics Systems Plc [1993] FSR 468 (HC), Chadwick J clarifies the approach taken by Hoffmann J in Film Rover International Ltd & Ors v Canon Film Sales Ltd (supra) and held as follows: In my view the principles to be applied are these. First, this being an interlocutory matter, the overriding consideration is in which course is likely to involve the least risk of injustice if it turns out to be “wrong”… Secondly, in considering whether to grant a mandatory injunction, the court must keep in mind that an order which requires a party to take some positive step at an interlocutory stage, may well carry a greater risk of injustice if it turns out to have been wrongly made than an order which merely prohibits action, thereby preserving the status quo. Thirdly, it is legitimate, where a mandatory injunction is sought, to consider whether the court does feel a high degree of assurance that the plaintiff will be able to establish his right at a trial. That is because the greater the degree of assurance the plaintiff will ultimately establish his right, the less will be the risk of injustice if the injunction is granted. [Emphasis added].

This passage was approved by the English Court of Appeal in Zockoll Group Ltd v Mercury Communications Ltd [1998] FSR

In Gibb & Co v Malaysia Building Society Bhd [1982] 1 MLJ 271 (FC), Abdoolcader J held as follows: “… the court is not precluded from granting an interlocutory injunction where this would virtually give the applicant therefor on his claim the full relief actually sought to be secured at the final hearing when the matter is viewed on a balance of convenience (Woodford v Smith [1970] 1 WLR 806 817, 818 (at pages 817–818); Wah Loong (Jelapang) Tin Mine [1975] 2 MLJ 109 114 (at page 114) Sivaperuman [1979] 1 MLJ 150). If there is plainly no defence to the action, and the only object in raising a defence is delay, an injunction should issue even if it gives the applicant his whole remedy before the trial (Manchester Corporation v Connolly [1970] 1 Ch 420, 427(at page 427)).” [Emphasis added].

In Tinta Press Sdn Bhd v Bank Islam Malaysia Bhd [1987] 2 MLJ 192 (SC), the Supreme Court referred to the case of Shepherd Homes Ltd v Sandham (supra), Gibb & Co v Malaysia Building Society Bhd (supra), and Sivaperuman v Heah Seok Yeong Realty Sdn Bhd [1979] 1 MLJ 150 (FC) and held (at page 194) that for a temporary mandatory injunction to be granted “the case must be unusually strong and clear in that the Court must feel assured that a similar injunction would probably be granted at the trial on the ground that it would be just and equitable that the plaintiff’s interest be protected by immediate issue of an injunction, otherwise irreparable injury and inconvenience would result”.

Having outlined the legal threshold for interlocutory mandatory injunctions, the Court now turns its attention to the substantive questions that must be resolved in this dispute. ISSUE 1: Whether the Plaintiff Has Demonstrated Exceptional Circumstances to Warrant an Interlocutory Mandatory Injunction.

Both parties placed reliance on this Court’s earlier decision in SA Puncak Management Sdn Bhd v Nakiwa M&S Sdn Bhd [2023] MLJU 3066 (HC) (“Nakiwa”), though they advanced opposing interpretations of its effect. D1 argued that Nakiwa, in which it was the plaintiff, supports the legitimacy of its factoring and pre-factoring facilities, on the basis that the Court there tacitly affirmed the validity of such arrangements. The plaintiff, however, contended that Nakiwa illustrates that pre-factoring, by its very structure, resembles moneylending more closely than genuine factoring, in that advances are extended to the customer even before invoices are generated and assigned.

Having considered Nakiwa, I am not persuaded that it provides D1 with the comfort it claims. In that case, the issues of whether the factoring company required a factoring licence or whether its pre-factoring arrangements constituted moneylending were not raised or ventilated before the Court. The Court’s implementation of what was agreed between parties in Nakiwa therefore cannot be read as a judicial pronouncement endorsing D1’s model of financing as compliant with existing law. A judgment cannot be relied upon as authority for a proposition that was neither argued nor decided.

On the contrary, I find merit in the plaintiff’s submission that Nakiwa demonstrates the proximity of pre-factoring to moneylending. In ordinary factoring, the advance is secured against an existing invoice assigned to the factor, thereby providing a receivable as an asset backing the advance. In pre-factoring, however, funds are advanced in anticipation of an invoice yet to be issued, rendering the transaction in substance an unsecured advance of money. This may explain why D1 required a debenture as security rather than relying on the assignment of the resultant invoice. The essence of the transaction, stripped of its form, is the provision of immediate cash flow in return for a charge or profit margin. These are hallmarks more consistent with moneylending than with traditional factoring.

Accordingly, I hold that Nakiwa does not stand as judicial recognition of the D1’s business model as being above board. Rather, with the plaintiff’s contention of its resemblance to moneylending, it underscores the need for close scrutiny of pre-factoring arrangements, given their functional resemblance to moneylending transactions.

This dispute must also be viewed against the broader regulatory backdrop. Factoring companies once fell within the ambit of the Banking and Financial Institutions Act 1989 (“BAFIA”). Under that framework, they were designated as scheduled institutions, required to register with Bank Negara Malaysia, and exempted from the operation of the Moneylenders Act 1951.

In this case D1’s under its previous names, Kurnia Budiman Sdn Bhd and Puncak Factoring Sdn Bhd, was categorized by Bank Negara Malaysia as scheduled institution to conduct “perniagaan pemajakan, pemfaktoran dan pembiayaaan kredit bangunan” i.e. the business of leasing, factoring and the provision of building credit finance (BNM’s letter dated 30 June 2003 at Exhibit SAPM- 18 of Enclosure 22). Their position in law under BAFIA was therefore clear: while not subjected to the full prudential requirements imposed upon banks, they nonetheless operated within a defined statutory perimeter and under the supervisory eye of Bank Negara Malaysia.

The repeal of BAFIA in 2013 and the enactment of the Financial Services Act 2013 (“FSA”) and Islamic Financial Services Act 2013 (“IFSA”) altered that position. Factoring companies were no longer expressly included as scheduled institutions, nor brought squarely within the consumer protection framework of the FSA or

(2024), in Journal of Contemporary Islamic Studies (2024) Vol. 10, No. 2). They now operate as prescribed financial institutions only if so designated, and otherwise remain outside the core regulatory fold. Unlike banks or licensed Islamic financial institutions, they are not subject to capital adequacy requirements, conduct standards, or mandatory Shariah governance frameworks. The result is a regulatory lacuna in which factoring continues to be practised without clear statutory safeguards.

The effect of this vacuum is to confer significant advantages upon factoring companies. They enjoy the ability to structure products with wide latitude, free from the prudential constraints and compliance obligations borne by banks. They can impose high effective charges, styled as profit rates, without the oversight that would otherwise prevent usurious lending practices. They are not bound by the consumer protection provisions of the FSA or IFSA, leaving counterparties with fewer remedies against unfair contractual terms. In this way, the unregulated nature of factoring tilts the playing field decisively in favour of the factoring company, while leaving customers, often small and medium enterprises in need of working capital, exposed to potentially onerous arrangements.

The plaintiff’s experience in this case illustrates the risk. As the sum of approximately RM11 million has already been paid directly by TMJV to D1 pursuant to the assigned invoices, what remains i.e. the sum in the region of RM19.3 million, constitutes the outstanding indebtedness under the pre-factoring facilities. Such pre-factoring facilities, though couched in the language of Shariah-compliant financing, were in substance financial arrangements in which advances were made prior to the generation of invoices. This places the transaction in dispute perilously close to moneylending in substance, yet without the protections afforded by the Moneylenders Act on the one hand, or by Bank Negara’s oversight on the other.

I am of the considered view that the cases of Layangan Sdn Bhd v MP Factors Sdn Bhd (No. 2) (supra) and Consolidated Factoring (M) Sdn Bhd v Tong Teik Co Sdn Bhd & Ors (supra), relied upon by D1, are distinguishable. Both authorities dealt with conventional factoring, which was expressly recognised under BAFIA, and not with pre-factoring arrangements. It is significant to note that pre-factoring was not among the activities permitted under Bank Negara Malaysia’s letter dated 30 June 2003 (Exhibit SAPM-18 of Enclosure 22), which identified only leasing, factoring, and building credit finance as permissible activities. Nor does pre-factoring find mention in section 2 of BAFIA, or in the corresponding definitional provisions of the FSA and IFSA. Even the Consumer Credit Bill 2025, tabled for its first reading in Parliament on 4 March 2025, contains no reference to pre-factoring. The consistent absence of statutory recognition across successive legislative frameworks casts serious doubt on the legitimacy of pre-factoring as a regulated financial service, and underscores the need for judicial vigilance when scrutinising the substance of such arrangements.

In this context, pre-factoring as a financial product emerged not as a result of legislative design but of commercial innovation operating in a regulatory vacuum. In the absence of statutory supervision or regulatory oversight, the responsibility falls squarely upon the courts to ensure that equity and justice are not subordinated to unrestrained commercial advantage, particularly where the weaker contracting party is exposed to terms that may in substance be oppressive.

The plaintiff’s contention that the facilities contravene the Moneylenders Act 1951 is therefore neither frivolous nor vexatious. The Court is mindful of the well-established principle that substance must prevail over form. Labels such as “profit rate” or “Islamic pre-factoring,” even when backed by product renewal pronouncements and/or certificates from Shariah consultants, cannot be determinative if, in truth, the transactions amount to the advancement of monies in consideration of interest at extortionate levels. The plaintiff has raised credible allegations that the so-called “profit” was in reality disguised interest, and that the effective rate charged exceeded 70% per annum. The allegation that D1 lacked a valid moneylender’s licence raises a serious statutory issue that strikes at the root of enforceability. Moreover, in circumstances where the factoring process could be completed by requiring the issuance and assignment of invoices issued to TMJV, the drastic step of appointing R&Ms under the debenture may not represent an equitable solution.

Whether these arrangements ultimately constitute genuine factoring facilities or disguised loans in contravention of the Moneylenders Act 1951 is a matter for final determination at trial, upon full consideration of the evidence. The Court’s present findings are necessarily provisional and should not be taken as prejudging the merits. At this interlocutory stage, it is sufficient that the plaintiff’s challenge is unusually sharp and clear, thereby meeting the stringent threshold applicable to mandatory relief. Given the serious statutory implications and the risk that the plaintiff’s business may be irretrievably dismantled before trial, this is one of those rare and exceptional cases where the Court is justified in intervening by way of interlocutory mandatory relief.

On the adequacy of damages, I find in favour of the plaintiff. As observed by the Court of Appeal in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah (supra), the inquiry is not confined to whether the plaintiff’s losses are capable of being calculated in monetary terms, but whether such compensation would be a sufficient substitute for the plaintiff’s rights and interests. The principle recognises that damages, though quantifiable, may nonetheless be inadequate where they cannot restore the injured party to the position it previously occupied.

In the present case, the plaintiff has adduced evidence that the appointment of the R&Ms has already triggered consequences of a far-reaching and irreversible nature. The termination of the TMJV subcontract, valued at RM16.8 million, has deprived the plaintiff of its principal revenue stream and undermined its capacity to continue operations. The show-cause notice issued by Petronas places the plaintiff’s vendor licence in jeopardy, threatening not only its eligibility to participate in future oil and gas projects but also the performance of its ongoing Carigali Hess Project, awarded by Carigali Hess Operating Company Sdn Bhd, which carries a contract value of approximately RM167 million. The dismissal of staff has hollowed out its operational capabilities, while creditor-initiated winding-up proceedings further erode its financial and commercial credibility.

These are not matters that can be repaired by an award of damages after trial. A lost contract may be compensated in monetary terms, but the loss of reputation, goodwill, and regulatory standing cannot. A Petronas licence once revoked may not be easily reinstated; a skilled workforce once dispersed may not be readily reconstituted; and business relationships once damaged may not be salvaged. The Court must take cognisance of the fact that the plaintiff operates in a highly specialised and reputation-sensitive industry where trust, continuity, and regulatory approval are critical to survival.

In this context, the losses sustained by the plaintiff amount to existential threats to its status as a going concern. No amount of financial compensation could adequately redress the permanent loss of its standing and reputation in the oil and gas sector. Equity therefore demands that the Court intervene to prevent further irreparable harm rather than to allow the plaintiff’s business to collapse and later attempt to quantify its remains in monetary terms.

As for the balance of convenience, the guiding principle is to preserve the status quo until trial so that the rights of the parties may be adjudicated without irretrievable prejudice. If the injunction is refused and the plaintiff ultimately succeeds at trial, the continuation of receivership in the meantime may cause irreparable harm that no final judgment could undo.

The plaintiff has demonstrated that the receivership has already led to the termination of a lucrative subcontract, jeopardy to its regulatory licence, and the destabilisation of its operations. Left unchecked, these developments could dismantle the plaintiff as a going concern, rendering any eventual decision in its favour meaningless. By contrast, if the injunction is granted but D1 ultimately succeeds, its rights as secured creditor can still be vindicated through the plaintiff’s undertaking in damages, which provides an adequate safeguard. On balance, therefore, the preservation of the plaintiff’s operations pending trial better serves the interests of justice.

The Court must be vigilant not to allow interlocutory processes to be used in a manner that would defeat the plaintiff’s claim before it is adjudicated. As emphasised in Films Rover International Ltd v Cannon Film Sales Ltd (supra), the task of the Court is to adopt the course which carries the lesser risk of injustice. In this case, withholding relief would expose the plaintiff to irretrievable collapse, whereas granting relief would merely postpone D1’s exercise of its security rights until trial, without extinguishing them.

For these reasons, the plaintiff’s application in Enclosure 2 is allowed with costs in the cause. D1 is directed to revoke the appointment of Bernard Tan Leng Kooi and Chong Cham Seng as Receivers and Managers of the plaintiff, and is further restrained from appointing any other person as Receiver or Receiver and Manager until the final disposal of this action. Dated: 4th September 2025 Yusrin Faidz Bin Yusoff Judicial Commissioner High Court of Malaya Kuala Lumpur Counsel for the Plaintiff: Mak Lin Kum (together with Layyin Teh Binti Hassan) Messrs Mak LK & Co., Suite 11.02, Level 11, Centrepoint South Midvalley, Lingkaran Syed Putra, 59200 Kuala Lumpur. Counsel for D1, D2 & D6: Lau Kee Sern (together with Eunice Aw Shze Xian) Messrs Kee Sern, Siu & Huey, No. 469-11E(2), Tingkat 2, Block C, Rivercity, Jalan Sultan Azlan Shah (dahulunya Jalan Ipoh), 51200 Kuala Lumpur. Counsel for D3, D4 & D5: Muhammad Hiqmar Danial Bin Hidzir Messrs Cheang & Ariff, Loke Mansion, No. 273A, Jalan Medan Tuanku, 50300 Kuala Lumpur.

Layangan Sdn Bhd v MP Factors Sdn Bhd (No. 2) [2006] 7 MLJ

Consolidated Factoring (M) Sdn Bhd v Tong Teik Co. Sdn. Bhd & 2 Yang Lain [1993] 1 CLJ 115 (HC).

American Cyanamid Co v Ethicon Ltd [1975] AC 396 (HL).

Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193 (CA).

Redland Bricks Ltd v Morris [1970] AC 652 (HL).

Tam Kam Cheong v Stephen Leong Kon Sang & Anor [1980] 1

De Falco v Crawley Borough Council [1980] QB 460 (CA).

Canadian Pacific Railway v Gaud [1949] 2 KB 239 (CA).

Shepherd Homes Ltd v Sandham [1971] Ch 340 (HC).

Hounslow London Borough Council v Twickenham Garden Developments Ltd [1971] Ch 233 (HC).

John Trenberth Ltd v National Westminster Bank Ltd & Anor [1980] 39 P & CR 104 (HC).

Locabail International Finance Ltd v Agroexport & Anor [1986] 1

Films Rover International Ltd & Ors v Cannon Film Sales Ltd [1987] 1 WLR 670 (HC).

Nottingham Building Society v Eurodynamics Systems Plc [1993] FSR 468.

Zockoll Group Ltd v Mercury Communications Ltd [1998] FSR

Gibb & Co v Malaysia Building Society Bhd [1982] 1 MLJ 271

Tinta Press Sdn Bhd v Bank Islam Malaysia Bhd [1987] 2 MLJ

Sivaperuman v Heah Seok Yeong Realty Sdn Bhd [1979] 1

SA Puncak Management Sdn Bhd v Nakiwa M&S Sdn Bhd [2023] MLJU 3066 (HC).

Order 29 of the Rules of Court 2012 2. Section 15 of the Moneylenders Act 195 3. Section 53 of the Specific Reliefs Act 1950.

Section 2 of the Banking and Financial Institutions Act 1989.

Section 2 of the Financial Services Act 2013 6. Section 2 of the Islamic Financial Services Act 2013 7. Consumer Credit Bill 2025

U.M. Zainudin & A.A. Othman (2024). Leasing and Factoring Companies Offering Shariah-Based Financing Products in Malaysia: Reference to the Financial Services Act 2013 (FSA) and the Islamic Financial Services Act 2013 (IFSA). Journal of Contemporary Islamic Studies (2024) Vol. 10, No. 2.