With respect, I find the decision of the Liquidator to enter into the Deed Of Assignment and the Settlement Agreement is justified. In relation to this, I accept the submission of the Liquidator that: i) The Respondent Company's prospect of success in the 1st and 2nd suit is not certain and therefore, like in all forms of litigation, the Respondent Company is exposed to its inherent risks. 19 ii) The evidence which has been heard in the 1st Suit and its relation to the 2nd Suit (together with an exposure to a Counterclaim of about RM207,425,000.00 in the 2nd Suit) may outweigh the prospects of the success in both Suits. iii) The Liquidator has weighed the strengths and weaknesses of the Respondent Company's case in the 1st and 2nd Suit before entering into the said Settlement Agreement. iv) The Liquidator made his decision of entering into the said Settlement Agreement after obtaining legal advice from counsel with over 18 years in practice who specialises in the conduct of cases of this nature. v) The Liquidator made a commercial decision to enter into the said Settlement Agreement. vi) The Court is to only consider whether the decision of the Liquidator as an officer of the Court in entering into 20 the said Settlement Agreement was made with no error of law and/or bad faith and/or impropriety. vii) The Creditors have failed to show any error of law and/or bad faith and/or impropriety on the part of the Liquidator in entering into the said Settlement Agreement. [30] Clearly, the obtaining of legal opinion was only one of the seven different factors considered by the Court. Ultimately, upon consideration of the facts and evidences, the Court should consider if there was any proof of an error of law, bad faith and/or impropriety on the Liquidator’s part. And this is exactly what the Yakin had failed to prove. [31] There are numerous facts which vividly indicate the genuine effort of the Liquidators in reaching the compromise. Inter alia those facts are that: i. the Liquidators have properly considered the prospect of success and risks involved in the legal suits; 21 ii. the Liquidators have properly identified that the realisation of the land’s value would not even come close to the total debt owed to the bank; iii. the liquidators have properly identified that the interests of the unsecured creditors and contributories are no longer relevant to the sale as there would not be any surplus sale proceeds to be distributed to the unsecured creditors and contributories; iv. the liquidators indeed have prudently entered into the compromise after obtaining legal advice from their counsel, Dato Kirubakaran, a lawyer with almost 35 years of experience in practice; v. the bank, as the only secured creditor had already consented to the Compromise; vi. the compromise was reached at the recommendation and mediation of the trial judge who has had the opportunity to assess the full breadth of the consolidated suit; and 22 vii. there was no error of law or bad faith or impropriety on the part of the liquidators in entering into the compromise. [32] Thus, it is this Court’s finding that the Liquidators have properly entered into the compromise in good faith with no error of law. D. THE COMPROMISE IS NOT IN CONTRAVENTION OF THE NATIONAL LAND CODE [33] In desperation to salvage an otherwise untenable case, Yakin contended that the compromise is an illegal compromise simply because the parties to the compromise have yet to obtain the Estate Land Board’s approval under Section 214A(10A) of the National Land Code. Let this Court be clear from this juncture that this section only stipulates that a transfer of estate land requires the Estate Land Board’s approval and a transfer without such approval shall render the transfer invalid and parties involved in the transfer shall be liable to an offence. The Section does not mention of any agreements to transfer estate land, but specifically the act of transferring the estate land. This is the distinction that Yakin had unfortunately failed to understand. 23 [34] The compromise itself was pre-conditioned with the attainment of the proper approval from the Estate Land Board. The compromise was entered in view of full compliance of the National Land Code. And such agreement is verily valid by law. Again, it is the act of transferring without approval that is an offence, not the agreement to transfer. [35] Yakin had also placed a misconceived reliance on the decision of Tai Thong Flower Nursery Sdn Bhd v Master Pyrodor Sdn Bhd [2014] 9 CLJ 74. The Court of Appeal decision here instead was in the favour of the Liquidators and nowhere in the favour of Yakin. In Tai Thong’s case, the prevailing issue is not the agreement to transfer, but the sheer act of transferring without approval itself. Clearly the act of transferring estate land without approval contravenes the National Land Code. It is vivid that the Court of Appeal had employed many qualifications in explaining its decision so as to not lead to confusion, which remarkably, Yakin indeed is confused. The Court of Appeal had clearly held that an agreement to transfer estate land without prior approval of Estate Land Board is NOT void: 24 “S. 214A of the NLC did not itself provide that an agreement to transfer, convey or dispose of estate land without the approval of the Estate Land was void” [36] Following this qualification, the Court of Appeal proceeded to hold that, it is instead the consequent act of transferring the estate land without approval that is in contravention with the National Land Code. The wording used was conjunctive, particularly the word “and”: “…any contract for such transfer, conveyance or disposal AND consequently any memorandum of transfer pursuant to such contract, was liable to be struck down as being void for illegality…” [37] It is only if the contract was performed and the transfer was affected without the proper approval that the entire transaction becomes null and void. The isolated agreement to transfer without prior approval is not at all legally wrong. Clearly the Court of Appeal in the case had emphasised on the ensuing and consequent transfer without approval rather than the singular and isolated act of entering into the agreement. 25 [38] This Court is further guided by the case of Rengamah A/P Rengasamy v Tai Yoke Lai & Anor [1998] 5 MLJ 260 in which the Court there has clearly interpreted Section 214A of the NLC that the provision does not intend to invalidate agreements to transfer, but to invalidate transfers in absence of approval. It was also held that there is absolutely nothing illegal to enter into an agreement in contemplation of the approval although approval has not yet been obtained: “That is precisely what the Plaintiff did. Clause 3 and the addendum to the agreement depict the conditional nature of the agreement and the effect of failure to obtain the required consent in crystalline terms. This does not violate s, 214A(1). … “The language employed in the section…shows that the agreement is not void. In fact, the subsection contemplates such an agreement. The terms of the agreement dictate that until the condition specified therein is fulfilled, the said land is 26 not capable of being transferred, conveyed or disposed of in any manner whatsoever as the agreement does not take effect as a contract of sale till then. It is therefore not illegal and, accordingly cannot be declared null and void.” (See also Vellasamy A/L Pennusamy & Ors (on their behalf and for the 213 sub-purchasers of plots of land known as PN 35553, Lot 9108, Mukim Hutan Melintang, Hilir Perak) v Gurbachan Singh a/l Bagawan Singh & Ors [2010] 5 MLJ 437) [39] Therefore, it is this Court’s finding that the compromise is not at all in contravention of the National Land Code and remains a valid and enforceable agreement between the parties to the compromise. E. THERE IS NO REQUIREMENT OF A COMMITTEE OF INSPECTION [40] There is no necessity for this Court to go at extreme lengths over this erroneous contention brought forth by Yakin. In reliance of the cases of North Place Sdn Bhd v Equiticorp Holdings Ltd & Ors 27 [2013] 3 MLJ and Cheah Theam Kheng v City Centre Sdn Bhd (in liquidation) and other appeals [2012] 1 MLJ 761, it was erroneously submitted by Yakin that it is incumbent for the liquidators to form a Committee of Inspection (“COI”) before entering into the compromise. However, a simple and plain reading of both these cases would reveal that the requirement of a COI in these cases were deliberated not because it is a general requirement, but mainly because the setting up of the COI was ordered by the Court. Thus, the case was determined not on the mandatory necessity of setting up a COI, but instead on the adherence and compliance with a Consent Judgment ordered by the Court. Thus, these cases are clearly distinguishable from the present case. Thereto, it is this Court’s finding that the liquidators are not required to set up a COI before entering into the compromise.