Perbadanan Kemajuan Negeri Selangor (PKNS) v Tinta Anggun Engineering Sdn. Bhd (In Liquidation) (WA-28PW-389-06/2024)

This is the Applicant’s (Perbadanan Kemajuan Negeri Selangor or “PKNS”) application by Notice of Motion dated 28.6.2024 to appoint Dato’ Raveendra Kumar a/l Nathan of RKN & Co as liquidator of Tinta Anggun Engineering Sdn Bhd (In Liquidation) (“the Company”), in place of the Official Receiver (“OR”), with liberty to apply; no order as to costs is sought (“this Application”).

The Company was wound up on 5.9.2023 in Companies (Winding Up) No. WA-28NCC-844-10/2022; the OR was appointed liquidator upon the winding-up order. The present application proceeds under the Companies Act 2016 (“CA 2016”). A]

The Company was the developer for an abandoned mixed development known as “Porto De Melaka” (“the Project”), said to be approximately 50% completed.

PKNS is the largest creditor by value (RM6,478,319.14 admitted for voting).

A statutory Statement of Affairs (“SOA”) was ultimately filed and exhibited via the OR’s Report (Enclosure 23). It shows unsecured creditors totalling RM53,709,956.00, with assets of RM1,748,703.00 - RM2,248,703.00, and a cash balance of RM48,703.00. The OR’s Report records the SOA submission and custody of particulars under section 485(1) CA 2016.

There are material discrepancies between the SOA/OR’s Report and the Company’s last available financials: the Applicant highlights that total assets dropped from about RM113.5 million (FYE 30.9.2022) to RM1.7–2.25 million at the winding-up, with attendant concerns over insolvent/fraudulent trading and the need for investigation.

At the meeting of creditors and contributories held on 12.8.2024, the Official Receiver recorded the following voting by value, which is summarised below: i) for appointment (4 creditors) RM9,914,495.33; ii) against (13 creditors) RM10,996,314.95. iii) The total voting value was RM20,910,810.28.

Two sizeable creditors who lodged proofs did not attend; the petitioning creditor attended but did not vote.

At the hearing of this Application on 16.5.2025, the creditor, Maybank Islamic Berhad (“Maybank”) (RM5,173,113.72) withdrew its objection to this Application for the appointment of a private liquidator. B]

The Applicant, PKNS, relies principally on the weight of creditor support. It emphasises that the Project is a “projek sakit” and that the scale of creditor claims, contrasted with the minimal realisable assets and the RM111-million reduction in reported assets, necessitates the appointment of a specialist private liquidator with experience in rehabilitation, strata management, and forensic tracing. Although the original application (Enclosure 1) sought the appointment “without a S/N /5PN95PmQkqcjuWc8IZvyg Page 4 of 16 Committee of Inspection,” PKNS clarified at the hearing that it agrees that the words be deleted, confirming instead its support for the formation of a Committee of Inspection (“COI”).

The Official Receiver adopts a neutral position and leaves the matter entirely to the discretion of the Court.

The contributories, Marvellous Courtyard Sdn Bhd and Ng Yin Meng, oppose the substitution. They contend that there has been no failure on the part of the Official Receiver; raise issues concerning land ownership and the joint venture with Genting Citra; and allege that the application is driven by collateral or ulterior purposes. They further contend that there is a prospective “white knight” investor who could undertake the rehabilitation and completion of the Porto De Melaka project under the supervision of the existing Official Receiver, without any change of liquidator, and express concern over the additional cost of appointing a private liquidator.

The creditor, Maybank, initially opposed this Application, however, at the hearing on 16.5.2025, it withdrew its objection to the appointment of a private liquidator. C]

The issues for determination in this Application are as follows: S/N /5PN95PmQkqcjuWc8IZvyg Page 5 of 16 i) the applicable legal test and source of power to appoint a private liquidator in place of the OR; ii) the weight to be given to creditor wishes in the circumstances; and iii) whether, on the evidence, the substitution is in the interests of the liquidation and stakeholders (including purchasers), having regard to the Project and the SOA/OR Report concerns. D]

This Application is brought under the powers of the Court as conferred by the Companies Act 2016, including sections 482 and 521. The duty to furnish a Statement of Affairs (SOA) is set out in section 484 of the Companies Act 2016.

The cases such as MCC Overseas v. TY Land & Development [2020] 1 LNS 2293 and Coca Cola Refreshments v. Leejin Capital [2021] 1 LNS 1537, support the proposition that the Court has a discretion in appointing a liquidator and must have regard to the wishes of creditors, although it is not bound by them.

I have also considered the case of Wong Sin Fan & Ors v. Ng Peak Yam & Anor [2011] 9 CLJ 873, which applied the “sufficient cause” standard in determining the removal of a S/N /5PN95PmQkqcjuWc8IZvyg Page 6 of 16 liquidator, taking into account factors such as impartiality, fitness, and conflict of interest. That case, however, is distinguishable. It involved the removal of an existing private liquidator for alleged misconduct, whereas the present application concerns the appointment of a named private liquidator in place of the Official Receiver in a winding-up involving complex, project-specific circumstances. This Application does not allege any misconduct by the Official Receiver, nor does it entail a punitive removal.

The Court’s power to appoint or substitute a liquidator is a discretionary one, to be exercised for the general advantage of those interested in the assets and for the proper administration of the liquidation, having regard to the wishes of creditors and the overall circumstances of the case. E] ANALYSIS AND FINDINGS i) Weight to be Given to Creditor Wishes

The creditors’ meeting held on 12.8.2024 (before Maybank’s subsequent change of position) recorded a narrow result against the proposed appointment, with votes amounting to RM9,914,495.33 in favour and RM10,996,314.95 against, representing 47.4% and 52.6% by value respectively. Two admitted creditors with claims totalling RM3.32 million did not attend, and the petitioning creditor (RM385,567) was present S/N /5PN95PmQkqcjuWc8IZvyg Page 7 of 16 but did not vote (Official Receiver’s Report, Enclosure 23, Appendix B).

The voting position may be analysed under three alternative scenarios: i) First, if Maybank’s vote is treated as neutral or excluded, creditors supporting the appointment represent approximately 62.7% by value. ii) Secondly, if Maybank’s vote is treated as supportive, the percentage rises to approximately 71.7% by value. iii) Thirdly, even on the conservative pre-hearing computation, the difference was marginal (47.4% for and 52.6% against).

These figures, derived from the OR’s and Applicant’s own records, demonstrate that after Maybank’s withdrawal of objection on 16.5.2025, the balance of creditor support clearly favours the appointment of a private liquidator.

In this regard, I am guided by the principle stated in QB Khidmat Teguh Sdn Bhd v. Pembinaan Legenda Unggul Sdn Bhd & Anor [2017] 8 MLJ 376 which held as follows: “[94] But the key aspect of the creditors’ meeting, one which grants the creditors the right to vote is on the appointment of the liquidator for the S/N /5PN95PmQkqcjuWc8IZvyg Page 8 of 16 creditors’ voluntary winding up. Once a provisional liquidator is appointed, his principal duty is to protect the assets of the company until the meeting of creditors at which the liquidator is appointed. At the creditors’ meeting, the creditors will vote for the appointment of a liquidator, with the voting being based on the value of creditors’ claims. In the event that the creditors’ choice of liquidator is different from that of the members, the choice of the former prevails. [95] Section 261(1) and (2) provides thus:

The company shall and the creditors may at their respective meetings nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person nominated by the company shall be liquidator.

Notwithstanding subsection (1) where different persons are nominated any director, member or creditor may, within seven days after the date on which the nomination was made by the creditors, apply to the Court for an order directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors. [96] This statutory provision manifests the deference of the law to the choice of liquidator made by the creditors. There may be various S/N /5PN95PmQkqcjuWc8IZvyg Page 9 of 16 reasons why creditors insist on their own nomination, and not being comfortable with the nomination made by the company, chief among which would be the past or existing relationship a liquidator may have with the company, or with its directors and shareholders. This is especially the case if the liquidator chosen by the company has been advising on the company insolvency, raising concerns on whether he would be sufficiently independent to pursue and advance the interests of the unsecured creditors, and at the same time inquire into the propriety of the company antecedent dealings. It is after all often said that the person to be appointed as liquidator must not only be independent of the company but must be seen to be independent (see Re National Safety Council of Australia, Victorian Division [1990] VR 29).” (own emphasis added)

The principle in QB Khidmat (supra) was applied in Coca Cola Refreshments (supra) where it was held as follows: “[38] I hold that the said principles enunciated by His Lordship Mohd Nazlan in QB Khidmat Teguh Sdn Bhd (supra) that a creditors choice of liquidator prevails over that of the members of a company and that the voting is based on the value of the creditors claims as being equally applicable in a matter which concerns the present section 450 of the Companies Act 2016.” (own emphasis added)

Having regard to the post-hearing developments and the clear majority support by value, and applying the principles in QB Khidmat (supra) and Coca Cola Refreshments (supra), I find that creditor sentiment materially supports the substitution of a private liquidator in place of the Official Receiver. ii) Project-Specific Needs And “Interests

The Project is a “projek sakit” of considerable complexity, with purchasers awaiting completion; delay risks deterioration and increased rehabilitation costs. The Applicant proposes a specialist with proven rehabilitation/strata competence, coupled with a COI to provide oversight. These factors weigh in favour of a targeted appointment that maximises value and addresses purchaser interests alongside creditors.

The financial record shows a drastic contraction of asset value between 30.9.2022 and 5.9.2023 (approximately RM111 million). Whether attributable to termination of development rights or other factors, the magnitude and timing call for specialist investigation (forensic review, tracing and potential recovery), best undertaken by a private liquidator with the relevant skillset.

I also note the discrepancies between the SOA (RM2,248,703.00) and the OR’s Report (RM1,748,703.00) on asset values, and the mismatch between Schedule G creditors S/N /5PN95PmQkqcjuWc8IZvyg Page 11 of 16 and the attendees/voters at the meeting. These are further matters justifying proactive, specialised administration.

Statutorily, section 484 CA 2016 underscores duties concerning the SOA; the chronology in Enclosure 23 (and the Applicant’s complaint that the SOA surfaced only much later) strengthens the case that a specialist is better placed to marshal information swiftly and accurately under Court-supervised oversight through a COI. iii)

The contributories’ concerns regarding the land title and joint venture with Genting Citra do not preclude the liquidator’s investigation into the Company’s rights, potential claims, and possible avenues for monetisation in the best interests of creditors and purchasers. The proposed private liquidator can, and should, address these as priority matters under the scrutiny and oversight of the Committee of Inspection.

The contributories also raised the contention that there is a prospective “white knight” investor willing to revive or rescue the Project, suggesting that the substitution of the Official Receiver may jeopardise such an arrangement. However, no documentary evidence or concrete proposal has been produced to substantiate this claim, which remains purely speculative.

In any event, even if such an investor were to exist, a specialist private liquidator would be better equipped to assess, negotiate, and structure any genuine proposal to rescue the Project for the benefit of creditors, purchasers, and the estate as a whole.

The contributories further raised concerns regarding the additional costs of engaging a private liquidator. Such concerns are, however, regulated by the relevant statutory provisions governing a liquidator’s remuneration and the supervisory role of the COI under CA 2016. In any case, where the Company faces substantial unsecured liabilities but possesses limited realisable assets, the realistic prospect of value enhancement through a liquidator with targeted expertise represents a practical and legitimate advantage that outweighs speculative cost objections.

It should also be noted that the contributories, being shareholders of the Company, stand in a different position from the creditors. Contributories, particularly those who were also directors or involved in the management of the company, may properly be regarded as bearing at least some responsibility for the circumstances leading to its winding up.

In these proceedings, the creditors are the primary aggrieved parties whose interests the liquidation is intended to protect. Their collective wishes therefore deserve greater weight than those of the contributories, whose opposition cannot override S/N /5PN95PmQkqcjuWc8IZvyg Page 13 of 16 the broader interest of achieving an efficient and impartial administration of the Company’s remaining assets (see QB Khidmat (supra)). F]

In light of the post-hearing development in creditor sentiment, including Maybank’s withdrawal of objection, and having regard to the complexity of the abandoned development, the substantial diminution of assets and the documentary discrepancies necessitating immediate forensic stewardship, I am satisfied that the proper administration of the liquidation and the protection of stakeholder interests are best achieved through the appointment of a specialist private liquidator with oversight by a Committee of Inspection.

For the reasons stated, I allowed this Application (Enclosure 1) with the following terms: i) The Applicant is granted leave to make this application; ii) Dato’ Raveendra Kumar a/l Nathan (NRIC No. 621117- 10-7357) of RKN & Co is appointed as liquidator of Tinta Anggun Engineering Sdn Bhd (In Liquidation) (Company No. 200301014609 (617029-X)) in place of and/or substituting the Official Receiver of Malaysia; S/N /5PN95PmQkqcjuWc8IZvyg Page 14 of 16 iii) Dato’ Raveendra Kumar a/l Nathan is granted liberty to apply to this Court for such further orders or directions as may be appropriate or necessary in the circumstances; and iv) No order as to costs. Dated this 6th day of November, 2025 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) JUDGE HIGH COURT OF MALAYA, (COMMERCIAL DIVISION (NCC 3)) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA S/N /5PN95PmQkqcjuWc8IZvyg Page 15 of 16 APPLICANT : Eugene A/L Daniel Louis Messrs E.D. Louis & Associates Suite 8-12-10, 12th Floor, Menara Mutiara Bangsar, Jalan Liku Off Jalan Riong, 59100 Kuala Lumpur Tel: 03-22015252 Email: eugene@edl-law.com RESPONDENT (OFFICIAL RECEIVER) : Nur Hazrin Binti Arshad Jabatan Insolvensi Malaysia Wilayah Persekutuan Kuala Lumpur Tingkat 22, 23, 24 & 25, Menara TH Perdana 1001, Jalan Sultan Ismail, 50250 Kuala Lumpur Tel: 03-26183000 Email: webmaster@insolvensi.gov.my CONTRIBUTORIES (MARVELLOUS COURTYARD SDN BHD AND NG YIN MENG) : Devan A/L Narayanan Raman Messrs Devan & Associates 1-6-5, Tingkat 6, Blok C, Diamond Square Commecial Centre, Jalan Semarak Api (Jalan 1/50), Off Jalan Gombak, 53000 Kuala Lumpur Tel: 03-97715612 Email: devan68@gmail.com S/N /5PN95PmQkqcjuWc8IZvyg Page 16 of 16 AGGRIEVED PARTY (MAYBANK ISLAMIC BERHAD) : Khairana Fiza Binti Subbahi Messrs Yong & Rakan Rakan 12-1, Tingkat 1, Jalan Tiara 2D/KU1, Bandar Baru Klang, 41150 Klang, Selangor Tel: 03-33427207 Email: yongrrklg@gmail.com LEGISLATION / RULES CITED Companies Act 2016 ▪ Section 482 ▪ Section 484 ▪ Section 485(1) ▪ Section 521

Coca Cola Refreshments v. Leejin Capital [2021] 1 LNS 1537

MCC Overseas v. TY Land & Development [2020] 1 LNS 2293

QB Khidmat Teguh Sdn Bhd v. Pembinaan Legenda Unggul Sdn

Wong Sin Fan & Ors v. Ng Peak Yam & Anor [2011] 9 CLJ 873