KUIK SIAN PING v Best World Marketing Resources (PA-28PW-13-02/2025)

These are post-winding-up proceedings brought under the Companies Act 2016.

The application arises in the following context. A winding-up order had earlier been obtained by the Petitioner against the Company. Subsequently, a Proposed Intervener, in his capacity as a contributory and shareholder of the Company, applied to intervene and to set aside the said winding-up order. The Pegawai Penerima (Official Receiver), in the meantime, has already commenced the administration of the Company's estate.

The present proceedings therefore do not concern the making of a winding-up order in the first instance, but rather the exercise of this Court's discretion, at a post-liquidation stage, to set aside an order that has already taken effect and pursuant to which steps have been taken. Overriding Issues

Two principal issues arise for determination:

(a) Whether the Proposed Intervener has the requisite locus standi to intervene in the present proceedings; and

(b) If so, whether this Court ought to exercise its discretion under sections 492 and 493 of the Companies Act 2016 to set aside the winding-up order.

While the first issue concerns standing, the second and central issue concerns the proper exercise of the Court's discretion in the context of an already operative winding-up order. Background Facts

The material facts are largely undisputed.

A winding-up order against the Company was made in or about the year 2019 at the instance of the Petitioner, a creditor of the Company.

At the time the winding-up proceedings were heard, it is not disputed that a director of the Company was present. No objection was raised to the making of the winding-up order.

Following the order, the liquidation process proceeded in the ordinary course. The Pegawai Penerima assumed control of the Company's affairs and undertook the administration of its assets.

By the time the present application was brought, the liquidation had progressed substantially. The evidence before this Court shows that dividends to creditors had already been processed, with the Petitioner expected to receive a substantial distribution representing a significant proportion of its admitted claim.

The present application by the Proposed Intervener to set aside the winding-up order was filed only at this advanced stage of the liquidation. Respective Parties' Positions The Proposed Intervener

The Proposed Intervener contended that he has locus standi as a contributory to intervene and seek to set aside the winding-up order.

On the merits, the Proposed Intervener alleged that the winding-up proceedings were affected by irregularities, including matters relating to the statutory notice, proof of debt, and supporting affidavit.

He further relied on prior civil proceedings between shareholders, contending that such matters bear upon the propriety of the winding-up order.

The Proposed Intervener therefore submitted that the winding-up order ought to be set aside in the interests of justice. The Petitioner

The Petitioner did not seriously dispute the Proposed Intervener's locus standi as a contributory.

However, the Petitioner opposed the application on the basis that:

(a) The application has been brought after a significant and unexplained delay;

(b) The liquidation has progressed to an advanced stage, with distributions already in motion;

(c) No fundamental irregularity has been established in the winding-up proceedings; and

(d) To set aside the winding-up order at this stage would cause prejudice to creditors and undermine the integrity of the liquidation process.

The Petitioner further submitted that the application is, in substance, a belated attempt to reopen matters long concluded. The Pegawai Penerima

The Pegawai Penerima confirmed that the liquidation process has substantially progressed.

In particular, the Pegawai Penerima confirmed that dividend payments to creditors have already been processed, and that the estate has been administered on the footing of the subsisting winding-up order. Analysis and Decision Locus Standi

This Court accepts that the Proposed Intervener, as a contributory of the Company, has the requisite locus standi to bring the present application.

However, it is trite that the existence of locus standi does not, without more, entitle an applicant to the relief sought. The Court must still be satisfied that the circumstances justify the exercise of its discretion to set aside a winding-up order. Whether the Winding-Up Order Should Be Set Aside

The power to set aside a winding-up order under sections 492 and 493 of the Companies Act 2016 is discretionary in nature. The relevant provisions read as follows: Power of Court to stay winding up

(1) At any time after an order for winding up has been made, the Court may, on the application of the liquidator or of any creditor or contributory and on proof to the satisfaction of the Court that all proceedings in relation to the winding up of the company ought to be stayed, make an order staying the winding up of the company for a specified time on such terms and conditions as the Court thinks fit.

(1) At any time after an order for winding up has been made, the Court may, on the application of the liquidator or of any creditor or contributory and on proof to the satisfaction of the Court that all proceedings in relation to the winding up of the company ought to be terminated, make an order terminating the winding up of the company as the Court thinks fit.

(a) the satisfaction of the debts;

(b) any agreement by the liquidators, creditors, contributories and other interested parties; or

(c) other facts that the Court considers appropriate.

Such discretion must be exercised judiciously, having regard to all relevant circumstances, including: the timing of the application; the stage of the liquidation; the conduct of the parties; and whether any real injustice would result if the order were allowed to stand.

In the present case, this Court finds that several factors weigh decisively against the grant of the relief sought.

The winding-up order was made in 2019. The present application was brought only at a significantly later stage.

No satisfactory explanation has been provided as to when the Proposed Intervener became aware of the winding-up proceedings, or why no earlier steps were taken to challenge the order.

Such delay is material. In the context of insolvency proceedings, where third-party rights and expectations are engaged, delay weighs heavily against the setting aside of an order.

The evidence establishes that the liquidation has progressed substantially.

Dividend payments to creditors have already been processed, and the estate has been administered on the basis of the existing winding-up order.

To set aside the order at this juncture would inevitably disrupt the administration of the estate and cause prejudice to creditors who have acted in reliance on the order.

This is a weighty consideration militating strongly against the exercise of discretion in favour of the Proposed Intervener.

The Proposed Intervener alleged irregularities in relation to the statutory notice, proof of debt, and supporting affidavit.

Having considered the material before the Court, these allegations are not made out.

The statutory notice was issued by the same creditor in respect of the same underlying indebtedness. There is no requirement that such notice be supported by a prior judgment sum.

Further, it is not disputed that a director of the Company was present at the winding-up proceedings and raised no objection at the material time.

These factors strongly militate against any suggestion of fundamental or vitiating irregularity.

The Proposed Intervener's reliance on prior civil proceedings between shareholders is misplaced.

Such proceedings are inter se between shareholders and do not, without more, impugn the validity of a winding-up order properly obtained by a creditor. Conclusion on Merits

Taking all the circumstances into account, this Court is not satisfied that any sufficient basis has been established to justify setting aside the winding-up order.

The present application is, in substance, a belated attempt to reopen matters long concluded, at a stage where the liquidation has already progressed significantly.

In such circumstances, the Court declines to exercise its discretion under sections 492 and 493 of the Companies Act 2016.

The application to set aside the winding-up order is hereby dismissed. Costs

As to costs, the Petitioner has sought costs of RM6,000.00, while the Proposed Intervener has sought costs of RM10,000.00.

Having considered the circumstances of the case, this Court orders that costs of RM6,000.00 be paid by the Proposed Intervener to the Petitioner.

Before concluding, this Court records its appreciation to learned counsel for the Petitioner and the Proposed Intervener, as well as the Pegawai Penerima, for their able submissions and industry. The arguments advanced were of considerable assistance to the Court, both in terms of clarity of issues and the research undertaken. 12 June 2026 CHOONG YEOW CHOY HAKIM MAHKAMAH TINGGI GEORGETOWN PULAU PINANG Counsel For the Proposed IntervenerCik Koay Ee Teng (Koay Partnership)For the PetitionerEn. Shee Yee Sheng (Cheng, Lee & Goh)For the Official ReceiverPuan Emy Juliana binti Jaafar (Jabatan Insolvensi Malaysia Negeri Pulau Pinang)