Pastpresentfuture Sdn Bhd (Dahulunya Dikenali Sebagai Poly Ritz Development Sdn Bhd) v Wan Sazali Bin Wan Ab Ghani (Bertindak dalam Kapasiti Sebagai Pentadbir Harta Pusaka Wan Ab Ghani Bin Wan Yusuf (WA-28JM-8-06/2025)

WAN SAZALI BIN WAN AB GHANI (NRIC NO:760118-03-5703) [APPLYING IN THE CAPACITY AS THE ADMINISTRATORS OF THE ESTATE OF WAN AB GHANI BIN WAN YUSUF]

WAN SHARIFUDDIN BIN WAN ABD GHANI (NRIC NO.: 680321-03-5493) [APPLYING IN THE CAPACITY AS THE ADMINISTRATORS OF THE ESTATE OF WAN AB GHANI BIN WAN YUSUF]

KEH CHUAN SENG

TMH EVERISE SDN BHD [REGISTRATION NO: 201701009882 (1224047)] …PROPOSED INTERVENERS GROUNDS OF JUDGMENT 3 1. The final relief in these proceedings (in Encl 1) filed by the Applicant, Pastpresentfuture Sdn Bhd (“the Applicant”) is for an order that, inter alia, that the Applicant be placed under Judicial Management pursuant to s. 405 of the Companies Act 2016 (“CA 2016”).

These Grounds concern applications filed by the Proposed Interveners (“the PIs”) to intervene in these proceedings. These applications were as follows. a. The 1st and 2nd Proposed Interveners’ (“PI 1 & 2”) Notice of Application dated 18.7.2025 (“Encl 4”); b. The 3rd Proposed Intervener’s (“PI 3”) Notice of Application dated 28.8.2025 (“Encl 15”); c. The 4th Proposed Intervener’s (“PI 4”) Notice of Application dated 28.8.2025 (“Encl 18”).

These PIs sought to intervene primarily on the basis that they are creditors of the Applicant.

I granted the prayers for intervention in all 3 applications together with orders consequential to the intervention (“the Orders”).

The Applicant filed 3 Appeals being Encl 62, 63 and 64 against these Orders.

The sole issue common to all 3 Enclosures is whether unsecured creditors have the locus standi to be heard in Judicial Management proceedings. The difficulty is that there are conflicting decisions of the Court of Appeal on this issue. a. In Maybank Investment Bank Berhad & Ors v Million Westlink Sdn Bhd Civil Appeal No. B-02(IM)-1590- 08/2019 (“Million Westink”) (21.7.2020), a panel of the Court of Appeal held that unsecured creditors had locus; b. In Desa Tiasa Sdn Bhd v Bellajade Sdn Bhd & Anor (Civil Appeal No. B-02(IM)-626-04/2023) on 4.12.2024 and Novabrite Lighting Sdn. Bhd. WA-28JM-14-04/2024, other panels of the Court of Appeal have held that an unsecured creditor does not have sufficient locus to intervene in judicial management proceedings.

In Pembinaan BY Sdn Bhd v Minda Muhibah Sdn Bhd & Anor [2025] MLJU 4147, I dealt with this issue and the conflicting decisions of the Court of Appeal in detail and I will not repeat my reasons in full in these Grounds.

In summary, I found that as there were conflicting decisions of the Court of Appeal, a High Court Judge may choose which decision to follow. And for the reasons stated at paras 31 to 69 of Minda Muhibah (supra), I decided to follow Million Westlink (supra).

In my mind, the conflict arose because of a difference of opinion on the interpretation of Rule 13 of the Companies (Corporate Rescue Mechanism) Rules 2018 (“the CRM Rules”). Rule 13 provides: “Notice of intention to appear

(1) The following person who intends to appear at the hearing of an application for a judicial management order to oppose the application shall serve the notice of intention to appear on the applicant or his solicitor:

any person who has appointed or is or may be entitled to appoint a receiver or receiver and manager under subparagraph 408(1)(b)(ii) of the Act; or

any secured creditor referred to in paragraph 409(b) of the Act.

In short, I held that the plain and ordinary meaning of the words in Rule 13 should be applied. I take these to mean that all Rule 13 requires is merely for persons entitled to veto the JMA to give notice if they intend to appear to oppose the JMA. In my mind, it could not have been the intention of Rule 13 to deprive unsecured creditors of the right to be heard in proceedings for the appointment of a judicial manager, which are designed primarily for their benefit. This is particularly so when the mother statute, CA 2016, did not exclude such rights.

As such, I granted the Orders allowing the PIs leave to intervene in these proceedings. Given my ruling on the effect of Rule 13, I did not address the other collateral arguments raised. Dated the 27th day of December 2025 ........................tt............................ YA TUAN SAHERAN SUHENDRAN JUDICIAL COMMISSIONER OF THE HIGH COURT (COMMERCIAL 11) (INSOLVENCY 2) OF KUALA LUMPUR IN THE TERRITORY, MALAYSIA Counsel for the Applicant: Solicitors: S.Muhillan & Samantha Sum Pui Si Messrs. S. Muhillan (Kuala Lumpur) Counsel for the Proposed Intervener (Encl 15 & 18): Solicitors: Jeff Ng Qin Liang & Tan Jie Wei (PDK) Case References: • Desa Tiasa Sdn Bhd v Bellajade Sdn Bhd & Anor (Civil Appeal No. B-02(IM)-626-04/2023) • Maybank Investment Bank Berhad & Ors v Million Westlink Sdn Bhd Civil Appeal No. B-02(IM)-1590-08/2019 • Novabrite Lighting Sdn. Bhd. WA-28JM-14-04/2024 • Pembinaan BY Sdn Bhd v Minda Muhibah Sdn Bhd & Anor [2025] MLJU 4147 Legislation References: • Companies Act 2016 • Rule 13 of the Companies (Corporate Rescue Mechanism) Rules 2018 Decision Date: 3rd December 2025 Messrs. Damien Chan, Hannibal & Ng Chambers (Kuala Lumpur) Counsel for the Proposed Intervener (Encl 4): Solicitors: Mak Lin Kum & Layyin Teh bt Hassan