Court DecisionMY-HC

WA-24NCC-30-01/2026

Sinong Sepadu Sdn Bhd v Chong Kwong Chin (WA-24NCC-30-01/2026)

High Court of Malaysia5 May 2026

The written judgment as the court issued it, with the coram, case number, and source links. Every paragraph has its own anchor.

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Outcome

What the court ordered

The underlying dispute between the parties is whether the 1st and 2nd Defendants (as the former joint liquidators of P) were entitled to remunerate themselves with the said sum of RM 6,158,481.05 without S/N ZN5YrpzkJUqtPylWelDseg seeking any agreement from a committee of inspection, resolution by creditors or determination by the court.
The said sum of RM 6,158,481.05 was transferred by the 1st and 2nd Defendants via various transactions over a period of 20 months from June 2022 to February 2024, when P was in liquidation. The monies were 3 bank account, where the 1st and 2nd Defendants are directors of D3, purportedly as payments o s.
P avers that such transfers were made in contravention of section 479 (2) of the CA 2016. However, the 1st and 2nd Defendants contend otherwise. They claim that they could help themselves to the said sum of RM 6,158,481.05, without having to seek any agreement from a committee of inspection, resolution by creditors or determination by the court.
Having obtained the leave of court pursuant to section 486 (2) of the CA 2016 to commence legal action against the 1st and 2nd Defendants, P filed the OS to recover the said sum of RM 6,158,481.05 which was liquidation trust accounts . In turn, the Defendants filed the stay application and the conversion application.
I decided that the stay application ought to be dismissed, because there is no stay of execution of the leave order which allowed P to file the present proceedings. There is also no injustice arising from the current proceedings, where the Defendants have not shown any evidence of injustice. This court is the appropriate forum to hear the present dispute. S/N ZN5YrpzkJUqtPylWelDseg This is because the leave order, which permitted P to file these proceedings, expressly allows for P to file the present proceedings at the Kuala Lumpur High Court.
In respect of the conversion application, I consider that it was filed to delay the hearing of the substantive dispute between the parties. In any event, the underlying dispute between the parties relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons.
Furthermore, there are no serious disputes of fact which necessitate the calling of witnesses to give oral evidence. The only dispute concerns the interpretation of section 479 (2) of the CA 2016, and whether the 1st and 2nd Defendants had breached the said statutory provision. Such dispute can be determined based on the contemporaneous documents, where P has exhibited three volumes of documents and the Defendants have exhibited nine volumes of documents.
In so far as the OS is concerned, it ought to be allowed because :
Firstly, the 1st and 2nd Defendants cannot remunerate themselves contrary to section 479 (2) of the CA 2016. Which expressly requires a liquidator to obtain approval from the committee of inspection or creditors, or in the absence of both, from the court.
Secondly, although a liquidator may calculate his remuneration by way of scale fees or percentage as set out in Tables B and C of the 2nd Schedule of the Companies (Winding - Up) Rules 1972, S/N ZN5YrpzkJUqtPylWelDseg the liquidator must still seek approval for his remuneration through the three - step process prescribed by section 479 (2) of the CA 2016. Further, in so far as the scale fees are concerned, the range of percentages is only applicable if there was realisation of assets. Here, there was none.
Thirdly, the need to seek approval through the three - step process under section 479 (2) of the CA 2016 applies regardless onal fees or disbursements. In any event, a substantial portion of the remuneration, which was described as disbursements and expenses, are actually the 1st and 2nd Defendants fees.
Fourthly, the 1st and 2nd Defendants are not entitled to use estoppel to sidestep section 479 (2) of the CA 2016. This is because estoppel cannot be used to defeat statutory provisions of the law.
Here is my explanation. Legal principles relating to stay of proceedings
Where legal action has been initiated, the same should be heard expeditiously and the court should be slow in granting a stay of proceedings. In Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47 at 57 - 58; [2013] 4 MLJ 213 at 221 - 222, the Court of Appeal held : S/N ZN5YrpzkJUqtPylWelDseg Principles of Stay Proceedings [22] Now, what factors or principles will, and should, guide the courts in applications for a stay of an order granted by a court. These factors or principles have been reiterated in very many of cases decided by our courts. The factors or principles so enumerated are inexhaustive, and not all of them are applicable to every case. Each has its own peculiar principle. Some of the principles to be considered in the motions may be stated as follows :
It is important to stress that initiation of a suit in a court of law demands the suit will be heard expeditiously and completed without any inhibition midway. Therefore, where an application for stay of proceedings is intended to merely stop or suspend the proceedings; it will be refused. Some applicants, on seeing the weakness of their client s case, would resort to application for stay and thereby waste the time of the other party and the court. The party simply cannot resort to the interlocutory of stay proceedings on having the slightest disagreement with any ruling of a trial judge. Courts are enjoined not to encourage such unwholesome practice.
Where proceedings are sought to be stayed pending the outcome of a specified event, a relevant consideration is whether it would prevent an injustice or an abuse of the process of the court.
In Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689, the Court of Appeal granted a stay of committal proceedings pending a review application by the Federal Court. This was because the committal proceeding is penal in nature, and there would be severe prejudice if a stay was not granted. The Court of Appeal held (at page 701) : [49] We are of the view that the court may only stay a proceeding pending the outcome of a review application in the Federal Court pursuant to the court s inherent power under O. 92 r. 4 of the RC, so as to prevent injustice and abuse of court process
In AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205, the High Court refused to stay legal proceedings against three individual defendants pending the expiry of a restraining S/N ZN5YrpzkJUqtPylWelDseg order obtained by a company co - defendant. The court opined (at page 216) : [28] I am of the opinion that the court may only stay a proceeding pending the outcome of a certain event pursuant to the court s inherent powers under O. 92 r. 4 RC so as to prevent an injustice and / or an abuse of court process. Legal principles relating to conversion of originating summons to a writ action
A matter begun by way of originating summons may be converted to a writ action pursuant to Order 28 rule 8 of the Rules of Court 2012, if
A conversion would only be granted if there are serious disputes of fact or conflict of evidence that could only be resolved by oral evidence from witnesses. In Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 at 227, the Supreme Court granted a conversion application because there were allegations of fraud. The court held that the conflict of evidence can only be properly and satisfactorily resolved if oral evidence is adduced and witnesses cross - examined.
For matters relating to the CA 2016 which must be commenced by way of originating summons pursuant to Order 88 of the Rules of Court 2012, the court should be slow in allowing any conversion of the matter to a writ action. In Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286, the High Court dismissed an S/N ZN5YrpzkJUqtPylWelDseg application to convert an originating summons for minority oppression. The court said : [26] As Order 88 is a specific provision catering for proceedings under the Companies Act, it is my view that Courts should be slow to exercise its discretion under the general provision found in Order 28 Rule 8 of the ROC to treat or continue proceedings that are specifically required to be commenced by originating summons, as if it was begun by way of a writ. Courts should only do so if it is necessary to ensure a just disposal of the action. [27] It may be quite different if there was a need to subpoena unwilling witnesses from whom affidavits cannot be secured. If that be the case, and the testimony of such witnesses are relevant, it may well warrant continuing the originating summons as if it were begun by way of a writ. Such, however, was not the problem in the present case.
Additionally, where contemporaneous documents are available, such documents ought to be given preference over oral evidence. In WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458, the High Court dismissed an application to convert a minority oppression action that was commenced via originating summons to a writ action. The court stated the following concerning the reliability of contemporaneous documents : [16] Firstly, from the cause papers and the exhibits filed herein, this Court finds that the advantage it has in both the Originating Summonses comes in the form of ample contemporaneous undisputed documents such as the e - mails, minutes of meetings and the Constitution in support of and relevant to all the averments and issues raised. It is the finding of this Court that the entire dispute herein circles around those documents. Document more often than not speaks louder than words with the exception such as fraud and misrepresentation. It is trite that when contemporaneous documents are available, it would be more reliable to refer to the contemporaneous documents than to believe a party s version as stated in the affidavit. When there are disputes of facts, the Court will look at contemporaneous documents. The principle is, he who asserts must prove and the landing will go towards the facts supported by those documents. Reasonable inferences can be made when one asserts and if no documentary evidence is adduced to support such assertions then the averments made in the affidavits become unsubstantiated statements. S/N ZN5YrpzkJUqtPylWelDseg But it does not mean that when there are no supporting documents, viva voce evidence must be automatically called for. It cuts both ways. No justification to stay the legal proceedings herein
I see no good reason to stay the legal proceedings herein. First, there is no stay of execution of the leave order and the Defendants never applied for such a stay. There is an appeal against the leave order, but the appeal does not operate as a stay of execution. P is therefore entitled to proceed with the current proceedings pursuant to the leave order.
Second, there is no injustice arising from the current civil proceedings. The Defendants have not shown any evidence of injustice from continuing with the present proceedings.
Third, this court is the appropriate forum to hear the present dispute between the parties. This is because the leave order expressly allows for P to file legal proceedings at the Kuala Lumpur High Court. As early as August 2024, when the leave application was served on the Defendants, they knew that the present proceedings would be filed at the Kuala Lumpur High Court. Yet, they did not raise any issues then.
As for the contention that the winding - up court (i.e. the Shah Alam High Court) maintains supervisory jurisdiction over the acts of the 1st and 2nd Defendants, such contention is baseless. This is because the liquidation of P has come to an end, and the 1st and 2nd Defendants are no longer court officers. In fact, the winding - up court (i.e. the Shah Alam High Court) recognised that there is nothing for the court to supervise. S/N ZN5YrpzkJUqtPylWelDseg
The Defendants argue that the OS should be stayed because if they succeed in their appeal against the leave order, and without the leave order, this court would not have the jurisdiction to hear the OS. This argument is untenable as the Defendants did not apply for any stay of the leave order in the winding - up court (i.e. the Shah Alam High Court). Thus, until and unless the leave order is set aside by the Court of Appeal, this court remains vested with the jurisdiction to hear the OS.
The fact of the matter is that the Defendants sat idle for almost two months after the leave order was granted on 12.12.2025. They only sought a stay of the OS on 9.2.2026. If the Defendants were genuinely concerned with the preservation of their appeal, they would have applied to stay the leave order or applied to stay these proceedings earlier.
On the matter of delay in applying for stay of proceedings, the High Court in SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 held : Clearly, there has been considerable delay on the part of the defendant in filing the application for stay of proceedings. But, according to learned counsel for the defendant, delay should not be a ground for dismissing the stay application. I disagree. In my view, delay is definitely an important factor to be considered in an application for stay of proceedings. Indeed, delay could in certain circumstances even be fatal to an application for stay of proceedings. The other important factor is the overall conduct of the defendant.
The Defendants assert that their appeal will be rendered nugatory if a stay is not granted, and that is sufficient to warrant a stay. I disagree. If the Defendants succeed in their appeal against the leave o current action simply fails. There is nothing to stop the Defendants from S/N ZN5YrpzkJUqtPylWelDseg applying for court sanction in respect of the 1st and 2nd remuneration.
In Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980, the defendant applied to stay a derivative action on the grounds that there was a pending appeal against the leave order to commence the derivative action. The defendant argued that its appeal against the leave order would be rendered nugatory if the Court of Appeal set aside the leave order. In dismissing the stay application, the High Court said : The nugatory argument put up by the Defendants is illusory. Even if the appeal is in favour of the Defendants, it is not worthless or the Defendants cannot be put in its former position. This is because, the Leave Order is merely a precursor to the Suit that the Defendants are facing. It would simply
The Defendants complain that time and effort will be wasted, if their appeal against the leave order is allowed by the Court of Appeal. However, the possibility that there might be a waste of time and costs is insufficient. In Conweld Engineering (supra), the High Court dismissed the argument that wasted time and expenses constitutes special circumstances : While this Court appreciates the altruistic concern of the Defendants in wanting judicial time to be channelled to other cases, such a concern does not amount to special circumstances. [19] Issues of expenses being wasted if the appeal is successful cannot amount to special circumstances as it is part and parcel of the cost of litigation. [20] Time and again Trial Court have been reminded to not casually grant stay applications as it will result in cases being kept abeyance without any conclusion S/N ZN5YrpzkJUqtPylWelDseg
In the premises, the stay application ought to be dismissed. No justification to convert the originating summons
The following facts regarding the conversion application are noteworthy :
Firstly, the 5.5.2026 hearing date of the OS was scheduled as early as 28.1.2026;
Secondly, the conversion application was only filed on 30.3.2026, almost two months after the Defendants filed the stay application; and
Thirdly, the conversion application was filed because the Defendants could not get the 5.5.2026 hearing date of the OS to be postponed, pending the determination of the stay application.
Having regard to the above, it seems to me that the conversion application was filed to delay the hearing of the substantive dispute between the parties. This is an abuse of the process of the court, and should not be countenanced by the court. In any event, there is no good reason to convert the OS to a writ action.
First, the underlying dispute relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons. As alluded to earlier, Order 88 of the Rules of Court 2012 is a specific provision catering for proceedings under the CA 2016. The court should be slow to exercise its discretion to treat or continue proceedings that are S/N ZN5YrpzkJUqtPylWelDseg specifically required to be commenced by originating summons, as if it was begun by way of a writ.
Second, there are no serious disputes of fact or conflict of evidence which necessitate the calling of witnesses to give oral evidence. The material facts are not in dispute. Notably :
The total sum of RM 6,052,481.05 was caused by the 1st and 2nd Defendants to be paid out of P liquidation trust accounts to D3 bank account;
No committee of inspection was ever formed;
No approval from the creditors was ever sought; and
The 1st and 2nd Defendants had never filed any application for the court to determine their remuneration pursuant to section 479
of the CA 2016.
The only dispute here concerns issues of law and the interpretation of section 479 (2) of the CA 2016. To wit, whether the Defendants were entitled to self - remuneration without recourse to section 479 of the CA
2016.
Where an issue involves construction of statute, evidence of witnesses is of no relevance. The Court of Appeal in Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 at 115, concerning the interpretation of the Capital Markets and Services Act 2007, said : S/N ZN5YrpzkJUqtPylWelDseg [47] Firstly, although this may be a novel point of law, it does not justify it going to trial as the facts are not in dispute. The issues are in relation to the interpretation of ss 357 and 360 of the CMSA, therefore it concerns the construction of the relevant sections of the CMSA. Evidence of witnesses with regard to the construction of provisions of the CMSA is of no effect and irrelevant.
Third, both parties have exhibited ample contemporaneous documents. In this respect, P has exhibited three volumes of documents (Enclosures 3 to 5), and the Defendants have exhibited nine volumes of documents (Enclosures 9 to 17). These documents include letters, emails, minutes of meetings, reports, etc.
According to P affidavit in reply dated 9.2.2026 (Enclosure 9) admits in whole or in part paragraphs 6 to 18, 20 to 27, 30 to 39, 41 to 48, 50 to 83, 89 (save for sub - paragraph 89 (d)), 91 (a), 92 to 94, 96, 97 to 107, 109 to 122, and 124 to 134 of P s affidavit in support dated 15.1.2026 (Enclosure 2). Approximately 114 of the 157 paragraphs affidavit in support are admitted, in whole or in part. Thus, there is no substantial dispute of the evidence.
The Defendants allege that the amount of remuneration of the 1st and 2nd Defendants needs to be determined at a trial. I disagree. The courts have easily determined remuneration by way of affidavit evidence alone. Some examples are set out below.
In Probis Financial Services Pty Ltd (administrators appointed) v City Credit Investment Bank Ltd [2024] 12 MLJ 832, the liquidator applied to the High Court for approval of his remuneration. The court decided the application based on the details set out in the affidavit of the liquidator, where this was S/N ZN5YrpzkJUqtPylWelDseg calculated based on time spent, with a breakdown of expenses and costs.
In Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd, via Kuala Lumpur High Court Companies Winding - Up Petition No. : WA - 28 NCC - 1089 - 11 / 2024, the High Court determined the remuneration of the interim liquidators based on the documents filed by them via affidavit. The court imposed a discount of 25 % on the time costs charges.
In Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food Industries Sdn Bhd [2025] MLJU 1863, the High Court found that there was no need to convert the originating summons for determination of remuneration of a judicial manager to a writ action. The court said that documentary evidence, not oral testimony, is the appropriate means of proving remuneration claims by insolvency practitioners.
In any event, the Defendants will have to return the monies taken by them to P first, before any determination on remuneration can be made. On this aspect, I am guided by the Court of Appeal decision in Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189, which ordered : 8] We allow the appeals by the liquidator in respect of the further remuneration appeals to the extent only that the applications for further remuneration are remitted to the High Court to be taxed in full ONLY AFTER and provided that full repayment by the liquidator of the monies drawn and retained by him, to the respective companies that are owed such monies, through S/N ZN5YrpzkJUqtPylWelDseg the current liquidator is made within 30 days of the service of the sealed order on
To conclude, as there is no need for any witnesses to be called to give oral evidence on issues of law relating to section 479 (2) of the CA 2016, the conversion application ought to be dismissed. remuneration
Section 479 (2) of the CA 2016 reads : A liquidator other than the Official Receiver shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by -
an agreement between the liquidator and the committee of inspection, if any;
where there is no agreement or where there is no committee of inspection, a resolution passed at a meeting of creditors by a majority of not less than three - fourths in value and one - half in number of the creditors present in person or by proxy and voting at the meeting and whose debts have been admitted to vote, which meeting shall be convened by the liquidator by a notice to each creditor to which notice shall be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by him; or
if the agreement or determination under paragraph (a) or (b) fails, the Court.
A private liquidator is entitled to receive remuneration pursuant to section 479 (2) of the CA 2016, which provides for a three - tiered requirement. The requirements are as follows :
Agreement between the liquidator and the committee of inspection; S/N ZN5YrpzkJUqtPylWelDseg
In the absence of the above, a resolution passed at a meeting of creditors by a majority of not less than 75 % in value and 50 % in number of the creditors present and voting at the meeting; and
Where both the above fail, the court shall determine the remuneration.
It is a three - tiered requirement, where the third tier of determination by the court can only be invoked if the first and second tiers could not be met. In Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279, concerning an application to set aside a court order which allowed a liqu , the High Court stated the following concerning the three - tiered requirements under section 479 (2) of the CA 2016 : In other words, a reading of the said section 479 (2) of the Companies Act 2016 mandates that there must either be (i) an agreement with the Committee of Inspection (COI) as to the Liquidators fees or alternatively (ii) a resolution passed at a meeting of creditors in accordance with subsection 479 (2) (b) of the Companies Act 2016 before the court may determine the Liquidators remuneration. I am of the view that the failure to comply with either of the above sub sections will render this court being unable to hear the application due to the express words in sub section 479 (2) (c) of the Companies Act 2016 which clearly specifies if the agreement or determination under paragraph (a) or (b) fails, the Court which indicates that only if either sub section (a) or (b) fails, then and only then will the court be able to determine the salary or remuneration of a liquidator
Rule 142 (3) of the Companies (Winding - Up) Rules 1972 provides It reads :
Remuneration of liquidator S/N ZN5YrpzkJUqtPylWelDseg
If there is no committee of inspection the remuneration of the liquidator shall, unless the Court shall otherwise order, be fixed by the scale of fees and percentages for the time being payable on realizations and
The said scale of fees can be found in Tables B and C of the Second Schedule of the Companies (Winding - Up) Rules 1972.
It is mandatory for a liquidator (other than the Official Receiver) to comply with the requirements under section 479 of the CA 2016, before he can obtain any remuneration. This is regardless of whether the liquidator is seeking remuneration by way of percentage or otherwise. I refer to the following authorities.
First, the Court of Appeal decision in Ong Kwong Yew (supra). The facts of that case are as follows :
A petition to wind up the companies. The court found that the companies ought to be wound up on just and equitable grounds, and appointed a private liquidator over the companies.
The liquidator took control over the companies, and tried to maintain the businesses of the companies. In relation to the work done, the liquidator withdrew monies from and remunerated himself without the consent of the shareholders or creditors.
The minority shareholders then applied to court to remove the liquidator. At the same time, they also applied to court for an S/N ZN5YrpzkJUqtPylWelDseg injunction to order the liquidator to refund the monies drawn. In response, the liquidator applied to court for sanction to allow the liquidator to retain the sums that had been drawn.
The High Court allowed the removal application, but refused the the sanction application. Both the minority shareholders and the liquidator then appealed to the Court of Appeal.
On appeal, the Court of Appeal allowed the appeal against the , but This was on the basis that a liquidator cannot unilaterally remove any money from the company without the consent of all the contributories or the sanction of court, and a liquidator cannot seek retrospective sanction for any monies that were unilaterally removed.
- compensation, the Court of Appeal held : We are of the considered view that while the order of the Court envisages that the liquidator must be paid remuneration for the work undertaken, that sum is not to be determined or removed from the account of the company unilaterally by the liquidator. The law envisages that the liquidator receives compensation in accordance with the provisions of the Companies Act 1965 ( CA 65 ) (which was in force at the material time). Any removal of funds by way of remuneration which is not in compliance with the Act would amount to a contravention [49] What is apparent from a consideration of the law is that the legislation does not conceive of a situation where a liquidator S/N ZN5YrpzkJUqtPylWelDseg simply helps himself to compensation without the consent of all the relevant creditors, or contributories in the instant case. Although the majority contributories took no issue with the quantum claimed, the minority contributories took strong objection. Moreover the fundamental basis for the removal application was that of bias on the part of the liquidator in favour of the majority contributories. Given the foregoing, the consent of the majority contributories did not, of itself, entitle the liquidator to contend that the payments he made to himself were approved. [50] A prudent liquidator, appreciating that he occupies a position of trust in relation to the company in liquidation, and that he is directly answerable to the court, would have taken the precaution of obtaining the sanction of the court.
In relation to the Court of Appeal held at [80] - [81] that the application was tainted and that it was made in bad faith. This is because the application was respect, sa were made out in contravention of [section 232 of the Companies
Second, the High Court decision in Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389, which for remuneration. It was held that the court is empowered to determine the remuneration of the liquidator by way of percentage or otherwise (at page 402) : [47] In the present application, the detail and satisfied that the time scale basis as submitted, is fair and reasonable when compared to remuneration by percentage basis. Section 232 (3) of the Companies Act 1965 clearly empowered the court to determine such S/N ZN5YrpzkJUqtPylWelDseg
A liquidator must show to the court that his remuneration is fair and reasonable. He cannot use the percentage rate listed in Tables B and C as a matter of right. This was held by the Court of Appeal in Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695 at 714 - 715 : ... Based on the above observation, we agree with learned counsel for the tabulated in Table C would produce an arbitrary result which is impractical and could hardly produce a fair remuneration. It could produce a scanty or unnecessarily large amount of remuneration that does not reflect commercial reality. If the percentage listed in Table C is allowed to be used as an inflexible rule, it will cause the remuneration of the liquidators to be solely dependent on the size of the estate and not on the merits of the work done, an unfair situation when a liquidator has to handle a company that has a little or no assets at all. [42] Therefore, we find that the usage of the percentage listed in Table C should not be allowed as a matter of right. In this appeal, the enormous amount of RM 9,296,304 claimed by the liquidator as a remuneration which was totally dependent on the usage of the percentage listed in Table C is unwarranted. Confirming the remuneration claimed for by the liquidator without sufficient justification would go against the overriding principle of fairness and reasonableness, and further bypass the requirement for the liquidators to properly account for their actual work done. As an officer of the court who is entrusted to deal with WCSB s property, the liquidator holds a fiduciary duty to account for all proceeds acquired from the assets of the company. In implementing the duty, the liquidator should be transparent and accountable in all aspects of insolvency practice. [43] as a rubber - stamp in confirming any remuneration claimed by a liquidator. Even though the particular claim is unchallenged or has been predetermined by the COI, it will not in any way absolved the each and every claim for sanction by a liquidator or the application to confirm or vary the remuneration of a liquidator by the minority contributories that come before it. In short, the court will be shirking its responsibilities if it allows an S/N ZN5YrpzkJUqtPylWelDseg
In determining what is fair and reasonable, reference can be made to the Singapore High Court case of Re Econ Corp Ltd (in provisional liquidation) (No 2) [2004] SGHC 49. That is a decision which was referred to by the Court of Appeal in Emiprima (supra). There, the Singapore High Court set out the following guiding principles to be taken into account in determining a fair and reasonable remuneration for a liquidator :
the value contributed - what difference the liquidator has made to the matter;
the time spent - the importance will vary from case to case, from being a possibly critical factor in one case to just another matter for consideration in another;
the rates - in the absence of acceptable guidelines it cannot be accepted at face value.The rates to be determined as fair and reasonable by the court depends on complexity or otherwise of the case;
firm, subject to strict proof;
the scope of work - it is important to understand the functions and responsibilities of the liquidator;
the disbursements - there must be some measure of restraint and discipline over how disbursement items are recouped and accounted for; and S/N ZN5YrpzkJUqtPylWelDseg
in summary, it remains open for the court in any matter to decide whether the basis for the remuneration ought to be on a time basis, a realisation basis or an all - encompassing basis absorbing all or a combination of the criteria identified. The guidelines are not immutable rules.
The facts of Re Econ Corp (supra) are as follows :
Provisional liquidators were appointed over a company that was wound up pursuant to a creditors voluntary winding up. The appointment was short lived as the company was placed under judicial management less than two months later, and the provisional liquidators were displaced.
The provisional liquidators then applied to court to determine their remuneration for work done during the provisional liquidation period. In support of the application, the provisional liquidators exhibited a summary of work done with details on the number of staff, total hours spent, charge - out rates and total costs.
When the application for remuneration was opposed for lack of particulars, the provisional liquidators provided a further breakdown of the actual number of hours spent and the actual time cost incurred for each task in the different categories of work.
After examining the relevant law of various jurisdictions relating S/N ZN5YrpzkJUqtPylWelDseg remuneration, the Singapore High Court set out the relevant guiding principles alluded to earlier.
In respect of the provisional the Singapore High Court held that it was clearly inadequate and unsubstantiated. Notwithstanding the further breakdown provided by the provisional liquidators, the court was still unsatisfied with it for the following reasons :
First, the provisional liquidators did not spell out with any degree of clarity or precision the complexities of the matter involved, the effectiveness of what was done, the responsibilities of each of the persons involved, their qualifications, expertise and experience and so on. The Singapore High Court stated that merely listing the persons, the number of hours worked by them and then appending the amounts claimed, decidedly does not amount to adequate material for a proper determination to be made.
Second, there was no effort to explain the details of the work purportedly done. For example, where the provisional discussing with the directors ... - , the Singapore High Court held that the provisional liquidators are under an obligation to condescend into further details and particulars.
Third, there is insufficient evidence to support that the - out rates are reasonable. This was because it is not apparent what market forces have S/N ZN5YrpzkJUqtPylWelDseg been involved in settling the charge out rates for each of the individuals concerned.
At the end of the judgment, the Singapore High Court included an appendix where it observed by insolvency practitioners seeking approval for practitioner to explain the following details :
an overview of the case,
explanation of office - holders charging and disbursement recovery policies,
narrative description of work carried out,
time and charge - out summaries,
disbursements, and
supporting documents.
Furthermore, a liquidator must seek approval pursuant to section 479
of the CA 2016 not only in respect of his professional fees, but also any disbursements and expenses incurred. I refer to the following authorities.
First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the bank 987,187.50 and incurred expenses of SGD 35,603.75.
Second, the High Court decision in Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan Kheng Guan & Ors S/N ZN5YrpzkJUqtPylWelDseg [2025] MLJU 1874. There, the court granted an application by the former liquidator of the company for payment of remuneration of his professional fees (RM 54,873.51) and legal fees expenses (RM 10,000.00). The court explained that the incurred, as a result of performing the duties and obligations of a creditors, the court w (including expenses) was reasonable. The 1st and 2nd Defendants breached section 479 (2) of the Companies Act 2016
Having regard to the above, it is untenable for the 1st and 2nd Defendants to contend that they are able to remunerate themselves without compliance with section 479 (2) of the CA 2016. To wit, either by:-
obtaining approval from the committee of inspection; (b) obtaining approval from creditors at a creditors meeting; or (c) where both the above fail, obtaining approval from the court.
In Perumahan NCK (supra), the High Court interpreted both section 232 (3) of the Companies Act 1965 (in pari materia with section 479 of the CA 2016) and rule 142 of the Winding - Up Rules 1972. The court concluded (at page 396) : [15] It is clear that under s 232 (3) of the Companies Act 1965 and r 142 (3) of the Companies (Winding Up) Rules 1972, Liquidators are entitled to be paid remunerations for their works done on behalf of the court and the court has jurisdiction to determine the liquidators remunerations. [20] Generally, a liquidator is not entitled to be paid until the liquidation is completed to the core (see Re New Zealand Times Co [1941] NZLR 677). However if the winding up process is unduly protracted, the liquidator may S/N ZN5YrpzkJUqtPylWelDseg apply from time to time to the court to sanction payments provided evidence is led to show the actual work done up to the date of the application,
The Defendants have advanced that there must be a harmonious interpretation of the CA 2016 and the Winding - Up Rules 1972. They contend that where there is no committee of inspection and where there are no creditors, limb (c) of section 479 (2) of the CA 2016 also would not apply. I disagree.
If it is correct that a liquidator does not need to seek the court s determination at all in a situation where there are no committee of inspection or creditors, it would mean that a liquidator in such situation can arbitrarily charge any fees as he wishes. This cannot be the case as the three - step process under section 479 (2) of the CA 2016 is meant to act as a check and balance on is allowed to receive remuneration without approval, it would render section 479 (2) of the CA 2016 redundant.
The Defendants aver that section 479 of the CA 2016 must be read with the Companies (Winding - Up) Rules 1972, especially rule 142 (3) which allows them to use the scale fees and percentage. That is correct. However, when both provisions are read together, it would mean the following :
First, the liquidator may calculate his remuneration by way of scale fees and percentage. S/N ZN5YrpzkJUqtPylWelDseg
Second, after the calculation, the liquidator must then seek approval for his remuneration through the three - step process under section 479 (2) of the CA 2016.
In so far as the scale fees are concerned, Tables B and C set out a range of percentages (4 % to 6 %) that may be charged by a liquidator.
assets are converted into cash. I refer to the High Court case of Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530, concerning an application to void a realisation fee of RM 469,631.79 imposed by the Director General of Insolvency. The facts of the case are these :
The Registrar of Societies cancelled the registration of a church and directed the Director General of Insolvency to wind up the affairs of the church.
The church appealed against the cancellation to the Minister of Home Affairs. Pending appeal, the Director General of Insolvency took steps to take over the church s assets and wind up the affairs of the church. This entailed the Director General of Insolvency arranging meetings, issuing letters and collecting S/N ZN5YrpzkJUqtPylWelDseg
The Minister of Home Affairs subsequently allowed the appeal. The church then requested the Director General of Insolvency to return all assets including the cash.
Out of the RM 11.7 million cash collected by the Director General of Insolvency, only RM 11.2 million was returned to the church. The Director General of Insolvency claimed that the shortfall of RM 469,631.79 shall be kept by the Director General of rule 195 and the Second Schedule, Table C of the Companies (Winding - Up) Rule 1972.
The office bearer of the church filed legal action to void the realisation fees imposed by the Director General of Insolvency.
The High Court granted the application and agreed with the church that there was no basis for the Director General of Insolvency to impose any realisation fee. This was because realisation fee could only be imposed if there was a realisation of assets by converting the assets to cash.
The High Court said (at page 549) : [43] In this respect this court is in agreement
of Table C of the Second assets from its current form into the form of money or cash.
The Director General of Insolvency claimed that the realisation S/N ZN5YrpzkJUqtPylWelDseg winding up of the society including, among others, calling for a meeting with the office bearers of the society, obtaining information and relevant documents relating to the society, requesting for the monies of the society to be handed over to the [Director General of Insolvency] and issued letters to the banks holding the monies of the society instructing the banks to close
The High Court disagreed and that the Director General of Insolvency could impose realisation fees when only money was credited into the estate of the society and there was no realisation of assets.
Similarly, in the present case, there was never any realisation of assets. Yet, the 1st and 2nd Defendants utilised Tables B and C to calculate their own remuneration based on alleged recovery of assets, interest earned from fixed deposits, sales revenue, etc. and labelled them as recovery f To illlustrate :
First, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 982,083.56 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. However, there were never any assets realised in the first place. S/N ZN5YrpzkJUqtPylWelDseg
Second, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 36,537.84 based on interest generated fixed deposit. Again, this is not realisation of assets.
Third, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 1,609,320.12 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. Again, there were no assets realised here.
The question arises as to whether the 1st and 2nd Defendants could use Tables B and assets, when there was no realisation of assets at all. Even if the 1st and 2nd Defendants are justified in using Tables B and C, the range of percentages under Table B and C is just a means to calculate the amount. It does not mean that the 1st and 2nd Defendants could help themselves to the calculated sum without going through the three - tiered process under section 479 (2) of the CA 2016.
The 1st and 2nd Defendants ought to know of the need to seek approval in accordance with section 479 (2) of the CA 2016 after calculating the amount. This is because the 2nd Defendant had filed a similar application in the liquidation of a separate company. This can be seen from the High Court case of FGP Ventures (supra), where the 2nd Defendant in his capacity as the interim liquidator of the company applied for remuneration under section 479 (2) of the CA 2016. To elaborate : S/N ZN5YrpzkJUqtPylWelDseg
On 10.12.2024, the 2nd Defendant and another were appointed as interim liquidators of the company, FGP Ventures Sdn Bhd. However, the interim liquidation order was stayed just slightly over two months later on 25.2.2025.
The 2nd Defendant and the other interim liquidator then attempted to apply for their remuneration in the sum of RM 536,537.95 for the period of slightly over two months (first period). The 2nd Defendant and the other interim liquidator also applied for their remuneration in the sum of RM 18,444.00 for the period after the stay for handing over documents (second period).
The 2nd Defendant and the other interim liquidator calculated their remuneration based on time cost. They then filed an application to the court to allow remuneration of their time costs in the sum of RM 465,237.50 (for the first period) and RM 15,300 (for the second period). Also disbursements in the sum of RM 10,267.45 (for the first period) and RM 1,920.00 (for the second period).
The High Court found that the total charges of the 2nd Defendant and the other interim liquidator short period of time, did The court imposed a discount of 25 inject some fairness into these large claims incurred over a relatively short period of S/N ZN5YrpzkJUqtPylWelDseg
The High Court also excluded some of the claims by the 2nd Defendant and the other interim liquidator. These included :
Work allegedly done before the interim liquidator provided security to the Official Receiver in accordance with section 478 (1) of the Companies Act 2016; and
Costs of support or administrative staff. This is because these categories of claims should be considered as part of
While the 2nd Defendant and the other interim liquidator have filed an appeal against the High Court decision in FGP Ventures (supra), the decision is nonetheless relevant to show that the 1st and 2nd Defendants in the present case ought to have known of the necessity to apply to court to determine their remuneration. Disbursements and expenses incurred by liquidators are still subject to compliance with section 479 (2) of the Companies Act 2016
The Defendants argue that any approval in accordance with section 479 (2) of the CA 2016 is only applicable to remuneration of professional fees, and not to disbursements. They provided two categories. Namely:-
a remuneration portion of RM 4,026,523.29, which represents the ; and (ii) a disbursements portion of RM 2,025,957.76, which represents the disbursements and expenses incurred by the liquidators during the liquidation exercise. They contend that even if there is a need for them to seek approval in accordance with S/N ZN5YrpzkJUqtPylWelDseg section 479 (2) of the CA 2016, the approval only applies to the remuneration portion and not the disbursements portion.
I disagree. T and disbursements. . It is immaterial whether the money received by the Defendants represent remuneration for professional fees or reimbursement for disbursements. This is because all payments to the 1st and 2nd Defendants are subject to compliance with section 479 (2) of the CA 2016, which does not make any distinction between remuneration of professional fees and disbursements.
Regardless of whether the remuneration is for professional fees or disbursements, it is necessary for the liquidator to seek approval in accordance with section 479 (2) of the CA 2016. Instances where a liquidator applied to court pursuant to section 479 of the CA 2016 for payment of his professional fees and disbursements can be seen in the cases referred to earlier.
First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the company for remuneration in the sum of SGD 987,187.50 and expenses in the sum of SGD 35,603.75.
Second, the High Court decision in Khor Yong Yong (supra). There, the court granted an application by the former liquidator of the company for remuneration in the sum of RM 54,873.51, and legal expenses in the sum of RM 10,000.00. S/N ZN5YrpzkJUqtPylWelDseg
Third, the High Court decision in FGP Ventures (supra), where the 2nd Defendant in the present matter and the other interim liquidator applied to court for reimbursement of their time costs and also disbursements in the total sum of approximately RM 12,000.00. These disbursements include printing, stationary,
In any event, a substantial portion of the RM 2,025,957.76 disbursements and expenses. This is because it comprises monthly management f 53,000.00 per month from July 2022 to December 2023.
management f 1st and 2nd Defendants se escribed management f
of the CA 2016.
The Defendants sought to demonstrate the reasonableness of the liquidator fees and disbursements that were unilaterally drawn by them. However, the 1st and 2nd Defendants did not seek any application pursuant to section 479 (2) (c) of the CA 2016 for this court to determine their remuneration. I therefore refrain from making any determination on the reasonableness or otherwise of their remuneration in these proceedings.
Actually, the Defendants have taken the position on affidavit that the issue of their remuneration can only be dealt with by the winding - up court. (See paragraph 7 of their affidavit dated 30.3.2026 in Enclosure 22). S/N ZN5YrpzkJUqtPylWelDseg Recall that the 1st and 2nd Defendants had filed the motion for direction at the winding - up court (i.e. the Shah Alam High Court) to validate their remuneration. They have also appealed to the Court of Appeal against the dismissal of the motion for direction. Estoppel cannot operate to defeat statutory provisions of the law
The Defendants argue that P or its then majority shareholder, Kubah, are estopped from challenging the Defendants from receiving payment. They 1st and 2nd Defendants , and had full knowledge of all expenses paid. Hence, P is now estopped from taking an inconsistent interpretation.
However, P and its then majority shareholder had never accepted the 1st and 2nd Defendants dated 21.2.2024 written jointly by the then shareholders of P to the 1st and 2nd Defendants. Where the then shareholders of P stated that the 1st and 2nd Defendants c
In any event, any acceptance by P or its then majority shareholder does not mean that the 1st and 2nd Defendants need not comply with section 479 (2) of the CA 2016. The 1st and 2nd Defendants cannot rely on estoppel to sidestep the clear wording of statute.
In Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1, the Federal Court considered the issue of whether estoppel can be raised as a defence against compliance with the undue preference S/N ZN5YrpzkJUqtPylWelDseg provision under section 293 of the Companies Act 1965. The court held (at page 26) : of the CA read together with s 52 of the BA. These statutory provisions, as we have discussed earlier, are clear and unambiguous. Estoppel, being an equitable principle cannot operate to defeat clear statutory provisions of law. This settled principle of law was adopted by Edgar Joseph Jr in United Malayan Banking Corporation Bhd v Syarikat Perumahan Luas Sdn Bhd (No 2) [1988] 3 MLJ 352b when His Lordship ruled that accordingly fails since there cannot be an estoppel to evade the plain provisions of a statute, ... particularly when the non - compliance goes to the root of the thing
In the present case, the 1st and 2nd Defendants did not comply with section 479 (2) of the CA 2016, when they helped themselves to the said sum of RM liquidation trust accounts. There is no basis for them to claim that P is estopped from challenging the payment. Conclusion
For the reasons above, I dismissed the stay application and the conversion application. I allowed the OS and ordered the Defendants to return the said sum of RM 6,158,481.05 to P. I awarded costs to P in the following sums:- (a) RM 10,000 in respect of the OS; (b) RM 5,000 in respect of the stay application; and (c) RM 5,000 in respect of the conversion application. S/N ZN5YrpzkJUqtPylWelDseg Dated 11 May 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Nathalie Ker, Wong Chee Chien and Manveer Singh Bagry (Messrs. Lim Chee Wee) for the Plaintiff Dato Malik Imtiaz Sarwar, Lim Yvonne, Surendra Ananth and Harleen Kaur (Messrs. Vin Partnership) for the Defendants Case reference 1. Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47; [2013] 4 MLJ 213 2. Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689 3. AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205 4. Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 5. Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286 6. WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458 7. SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 8. Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980 9.
Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 Probis Financial Services Pty Ltd (administrators appointed) v City Credit
Investment Bank Ltd [2024] 12 MLJ 832
Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food
Industries Sdn Bhd [2025] MLJU 1863 Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189 S/N ZN5YrpzkJUqtPylWelDseg
Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279
Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389
Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695
Re Econ Corp Ltd (in Provisional Liquidation) (No 2) [2004] SGHC 49
Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan
Kheng Guan & Ors [2025] MLJU 1874 Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530
Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1 Legislation reference 1. Sections 478 (1); 479 (2); 486 (2) and 487 (3) of the Companies Act 2016 2. Capital Markets and Services Act 2007 3. Sections 232 and 293 of the Companies Act 1965 S/N ZN5YrpzkJUqtPylWelDseg

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Refers toCompanies ActExternal
“1.2026 under Enclosure 1 OS . Where P seeks to recover the sum of RM 6,158,481.05 which was transferred by the 1st and 2nd Defendants into the 3rd D3 bank account, in breach of section 479 (2) of the Companies Act 2016 CA 2016 ; S/N ZN5YrpzkJUqtPylWelDseg **Note : Serial number will be used to verify the originality of”
Refers toServices ActExternal
“atute, evidence of witnesses is of no relevance. The Court of Appeal in Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 at 115, concerning the interpretation of the Capital Markets and Services Act 2007, said : S/N ZN5YrpzkJUqtPylWelDseg **Note : Serial number will be used to verify the originality of th”
Cites[1941] NZLR 677External
“court has jurisdiction to determine the liquidators remunerations. [20] Generally, a liquidator is not entitled to be paid until the liquidation is completed to the core (see Re New Zealand Times Co [1941] NZLR 677). However if the winding up process is unduly protracted, the liquidator may S/N ZN5YrpzkJUqtPylWelDseg *”
Cites[2004] SGHC 49Case
“76. In determining what is fair and reasonable, reference can be made to the Singapore High Court case of Re Econ Corp Ltd (in provisional liquidation) (No 2) [2004] SGHC 49. That is a decision which was referred to by the Court of Appeal in Emiprima (supra). There, the Singapore High Court set out the following guidin”
Cites[2017] MLJU 1081External
“5. Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286 6. WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458 7. SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 8. Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980 9.”

Show 9 more

Cites[2018] CLJU 1458External
“44. Additionally, where contemporaneous documents are available, such documents ought to be given preference over oral evidence. In WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458, the High Court dismissed an application to convert a minority oppression action that was commenced via originating summons to a writ ac”
Cites[2018] CLJU 2247External
“rn the monies taken by them to P first, before any determination on remuneration can be made. On this aspect, I am guided by the Court of Appeal decision in Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189, which ordered : 8] We allow the appeals by the liquidator in respect of the further”
Cites[2018] MLJU 2189External
“n by them to P first, before any determination on remuneration can be made. On this aspect, I am guided by the Court of Appeal decision in Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189, which ordered : 8] We allow the appeals by the liquidator in respect of the further remuneration appea”
Cites[2019] MLJU 1286External
“pursuant to Order 88 of the Rules of Court 2012, the court should be slow in allowing any conversion of the matter to a writ action. In Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286, the High Court dismissed an S/N ZN5YrpzkJUqtPylWelDseg **Note : Serial number will be used to verify th”
Cites[2020] CLJU 2279External
“iered requirement, where the third tier of determination by the court can only be invoked if the first and second tiers could not be met. In Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279, concerning an application to set aside a court order which allowed a liqu , the High Court stated the”
Cites[2021] MLJU 2980External
“19] MLJU 1286 6. WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458 7. SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 8. Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980 9.”
Cites[2025] MLJU 1863External
“(c) In Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food Industries Sdn Bhd [2025] MLJU 1863, the High Court found that there was no need to convert the originating summons for determination of remuneration of a judicial”
Cites[2025] MLJU 1874External
“si Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan Kheng Guan & Ors S/N ZN5YrpzkJUqtPylWelDseg **Note : Serial number will be used to verify the originality of this document via eFILING portal 33 [2025] MLJU 1874. There, the court granted an application by the former liquidator of the company for payment of remunerat”
Refers toFederal ConstitutionLegislation
“led herein, this Court finds that the advantage it has in both the Originating Summonses comes in the form of ample contemporaneous undisputed documents such as the e - mails, minutes of meetings and the Constitution in support of and relevant to all the averments and issues raised. It is the finding of this Court that”

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Content

1 Dalam Mahkamah Tinggi Malaya Di Kuala Lumpur Dalam Negeri Wilayah Persekutuan Kuala Lumpur, Malaysia (Bahagian Dagang) Saman Pemula No. : WA - 24 NCC - 30 - 01 / 2026 Dalam perkara mengenai Sinong Sepadu Sdn. Bhd. (No. Pendaftaran Syarikat : 199601019820 (392172 - H)); Dan Dalam perkara mengenai satu Perintah Penggulungan bertarikh 15.6.2022 terhadap Sinong Sepadu Sdn Bhd melalui Mahkamah Tinggi Shah Alam (Penggulungan) Syarikat No. : BA - 28 NCC - 773 - 11 / 2019; Dan Dalam perkara mengenai Perintah Persetujuan bertarikh 29.2.2024 melalui Mahkamah Rayuan Rayuan Sivil No. B - 02 (NCC) (A) - 1106 - 06 / 2022; Dan Dalam perkara mengenai Seksyen 41 Akta Relief Spesifik 1950, Aturan 15 Kaedah 16 Kaedah-Kaedah Mahkamah 2012, dan bidangkuasa sedia ada pada Mahkamah; Dan Dalam perkara mengenai Seksyen 479 Akta Syarikat 2016; Dan Dalam perkara mengenai Aturan 88 dan Aturan 92 Kaedah 4 Kaedah-Kaedah Mahkamah 2012; Dan S/N ZN5YrpzkJUqtPylWelDseg Dalam perkara mengenai Perintah bertarikh 12.12.2025 untuk kebenaran di bawah Seksyen 486 (2) Akta Syarikat 2016 dari Mahkamah Tinggi Shah Alam Selepas (Penggulungan) Syarikat No. BA - 28 PW - 213 - 08 / 2025 Antara Sinong Sepadu Sdn. Bhd. ... Plaintif Dan 1) Chong Kwong Chin (dalam kapasitinya sebagai bekas pelikuidasi bersama bagi KUB Sepadu Sdn Bhd) 2) Chanthiran a/l Nagappan (dalam kapasitinya sebagai bekas pelikuidasi bersama bagi KUB Sepadu Sdn Bhd) 3) Continental Management Resources Sdn Bhd ... Defendan-Defendan Grounds of Decision

Introduction

These three matters were heard together :

P riginating summons dated 15.1.2026 under Enclosure 1 OS . Where P seeks to recover the sum of RM 6,158,481.05 which was transferred by the 1st and 2nd Defendants into the 3rd D3 bank account, in breach of section 479 (2) of the Companies Act 2016 CA 2016 ;

S/N ZN5YrpzkJUqtPylWelDseg

notice of application dated 9.2.2026 under Enclosure 8 stay application . Where the Defendants seek to stay the OS; and

notice of application dated 30.3.2026 under Enclosure 21 conversion application . Where the Defendants seek to convert the OS to a writ action.

On 5.5.2026, I:- (i) dismissed the stay application and the conversion application; and (ii) allowed the OS. Here are my reasons. The parties

The Plaintiff

P was incorporated as a joint venture company between:- (i) KUB Agro Holdings Sdn Bhd (Kubah); (ii) Medan Sepadu Sdn Bhd (Medan Sepadu); and (iii) Lembaga Amanah Kebajikan Kaum Melanau Sarawak (Lembaga Amanah). At the material time in 2019 to 2024, P was known as KUB Sepadu Sdn Bhd. Its shareholding structure then was:- (i) Kubah - 60 %; (ii) Medan Sepadu - 30 %; and (iii) Lembaga Amanah - 10 %.

On 2.7.2025, P changed its name to Sinong Sepadu Sdn Bhd, following a change in the shareholding structure as follows:- (i) Kubah - 30 %; and (ii) Sinong Enterprise Sdn Bhd - 70 %.

The Defendants

S/N ZN5YrpzkJUqtPylWelDseg

The 1st and 2nd Defendants were the appointed joint liquidators of P from 15.6.2022 to 29.2.2024. They ceased to be the liquidators of P when on 29.2.2024, the Court of Appeal set aside the winding - up order against

P.

D3 is a firm which provides liquidation, insolvency and receivership support services. The 1st and 2nd Defendants are the directors of D3. They had used D3 to provide support services in connection with the liquidation of P. The background facts

The salient events leading up to the present dispute are these. Winding up of the Plaintiff

The winding up of P stemmed from a dispute between the shareholders of P in the year 2019. On 23.11.2019, Medan Sepadu and Lembaga Amanah, being the then minority shareholders of P, filed a just and equitable winding - up petition to wind up P.

On 15.6.2022, the Shah Alam High Court allowed the winding - up petition. The 1st and 2nd Defendants were appointed as the private liquidators of P. On 17.6.2022, Kubah, the majority shareholder of P, appealed against the winding - up order.

Liquidation of the Plaintiff

S/N ZN5YrpzkJUqtPylWelDseg

As a result of the winding - up order, P went into liquidation. The 1st and 2nd Defendants took control over P. On the same day as the winding - up order, i.e. on 15.6.2022, the 1st and 2nd Defendants opened bank accounts with CIMB Islamic Bank Bhd. The 1st and 2nd Defendants operated these bank accounts as the liquidation trust accounts.

During the liquidation of P, in particular from 15.7.2022 to 14.12.2023, the 1st and 2nd Defendants transferred a total sum of RM 1,750,957.76 liquidation trust accounts to D3 of money were purportedly for management fees and l report.

P avers that these transfers of money were made without the knowledge or consent of P and its shareholders at the material time. They only came to know about these payments subsequently, after the 1st and 2nd Defendants filed the relevant accounts of receipts and payments with the Companies Commission of Malaysia on 28.2.2023, 3.7.2023 and 31.1.2024. Setting aside of the winding up order

Pending disposal of Kubah winding - up order, Kubah proposed a settlement with the other shareholders of P. The proposed settlement involved bringing the winding - up of P to an end. On 13.2.2024, a settlement was reached between the shareholders of P. On the same day, Kubah the court that the parties intended to record a consent order.

The 1st and 2nd Defendants opposed the recording of any consent order. They gave various excuses, including the fact that their S/N ZN5YrpzkJUqtPylWelDseg remuneration and costs had not been addressed in the settlement. The shareholders of P responded to the 1st and 2nd Defendants by stating that the settlement was purely between the shareholders of P. The 1st and 2nd Defendants c ubah gave an undertaking to cause P to pay the 1st and 2nd Defendants court.

On 29.2.2024, Kubah winding - up order was called up by the Court of Appeal for mention. The shareholders of P entered into a consent order, which resulted in the winding - up order against P being set aside. With the setting aside of the winding - up order, the liquidation of P came to an end. The 1st and 2nd Defendants ceased to be the liquidators of P. Discovery of transfer of RM 4,301,523.29 days before the setting aside of the winding - up order

On 1.3.2024, one day after the winding - up order against P was set aside, the 1st and 2nd Defendants provided to P a document which set out a summary of payments made by them from between 23.2.2024 to 29.2.2024. From this summary, the 1st and 2nd Defendants paid a total sum of RM 4,301,523.29 to D3, purportedly as liquidators fees and l final report.

On 8.3.2024, P lodged a police report against the 1st and 2nd Defendants regarding the transfer of the monies to D3. On 11.3.2024, P demanded the 1st and 2nd Defendants to return all the monies which they had paid to D3. The demand was made on the basis that the payments S/N ZN5YrpzkJUqtPylWelDseg were made in contravention of section 479 of the CA 2016. The 1st and 2nd Defendants refused to do so and gave the excuse, via their solicitors, that the transfer of the monies was lawful. legal action

On 1.4.2024, P commenced legal action against the Defendants via Kuala Lumpur High Court Civil Suit No. : WA - 24 NCC - 166 - 04 / 2024 2024 legal action legal action, P sought for the same reliefs that it is now seeking under the present proceedings. On 18.4.2024, the Defendants filed an application to strike out the 2024 legal action, on the basis that P failed to obtain prior leave from the winding - up court.

On 24.4.2024, six days after the Defendants filed the striking out application, the 2nd Defendant filed a separate post - winding up application via Shah Alam High Court Companies (Post Winding - Up) No. : BA - 28 PW - 91 - 04 / 2024 pursuant to section 487 (3) of the CA 2016 motion for direction motion for direction, the 2nd Defendant 4,026,523.29 from the Plaintiff being the statutory remuneration (fees and tax) of the former liquidators is a lawful

On 2.8.2024, the Kuala Lumpur High Court allowed the striking out application on the ground that the court had no jurisdiction to hear the 2024 legal action. This was because leave must be obtained from the winding - up court. P accepted the decision and proceeded to seek the requisite leave from the winding - up court. S/N ZN5YrpzkJUqtPylWelDseg motion for direction

On 16.8.2024, P filed an application via Shah Alam High Court Companies (Post - Winding Up) No. : BA - 28 PW - 213 - 08 / 2024. Where P sought for leave pursuant to section 486 (2) of the CA 2016 to commence legal proceedings against the 1st and 2nd Defendants. Both the leave application and the motion for direction were heard together. On 12.12.2025, the Shah Alam High Court:- (a) dismissed the motion for direction; and (b) allowed the leave application leave order .

On 7.1.2026, the 2nd Defendant filed two separate notices of appeal against the decisions of the Shah Alam High Court. Both appeals are now pending at the Court of Appeal, and are fixed for hearing on 2.12.2026.

Preamble

Pursuant to the leave order, P on 15.1.2026 filed the present proceedings. The stay application

On 9.2.2026, almost two months after the leave order was granted, the Defendants filed the stay application. The Defendants say that the OS must be stayed, pending the determination of their appeal against the dismissal of the motion for direction and the grant of the leave order. Nevertheless, the Defendants had not applied for any stay against the leave order.

The Defendants wanted the stay application to be heard first before the OS. Nevertheless, a 5.5.2026 hearing date of the OS was already fixed. I therefore directed that the stay application be heard on the same day, following the exchange of affidavits and written submissions. I did so S/N ZN5YrpzkJUqtPylWelDseg in order to expedite matters, so that the OS can be heard immediately thereafter, in the event that the stay application was dismissed.

At a case management on 28.1.2026, directions had already been given and timeline set for the filing of affidavits and written submissions in relation to the OS. A hearing date of 5.5.2026 for the OS was also fixed at that time. My Senior Assistant Registrar had proposed an earlier hearing date in April 2026, but the counsel for the Defendants was not able to take the sooner hearing date.

Later on 9.2.2026, the Defendants filed the stay application. They requested for an ad interim stay of the OS, pending the determination of the stay application. P objected and said that the stay application could be heard on the same day as the OS, which hearing date had already been fixed. That made sense to me. Rather than postpone the 5.5.2026 hearing date of the OS, I directed that the stay application be heard on that day as well. The stay application would still be heard before the OS, just on the same day.

On 30.3.2026, almost two months after filing the stay application, the Defendants filed the conversion application. The Defendants allege for the first time that there are substantial disputes of fact, and it is necessary for the OS to be converted to a writ action.

Decision

The underlying dispute between the parties is whether the 1st and 2nd Defendants (as the former joint liquidators of P) were entitled to remunerate themselves with the said sum of RM 6,158,481.05 without S/N ZN5YrpzkJUqtPylWelDseg seeking any agreement from a committee of inspection, resolution by creditors or determination by the court.

The said sum of RM 6,158,481.05 was transferred by the 1st and 2nd Defendants via various transactions over a period of 20 months from June 2022 to February 2024, when P was in liquidation. The monies were 3 bank account, where the 1st and 2nd Defendants are directors of D3, purportedly as payments o s.

P avers that such transfers were made in contravention of section 479 (2) of the CA 2016. However, the 1st and 2nd Defendants contend otherwise. They claim that they could help themselves to the said sum of RM 6,158,481.05, without having to seek any agreement from a committee of inspection, resolution by creditors or determination by the court.

Having obtained the leave of court pursuant to section 486 (2) of the CA 2016 to commence legal action against the 1st and 2nd Defendants, P filed the OS to recover the said sum of RM 6,158,481.05 which was liquidation trust accounts . In turn, the Defendants filed the stay application and the conversion application.

I decided that the stay application ought to be dismissed, because there is no stay of execution of the leave order which allowed P to file the present proceedings. There is also no injustice arising from the current proceedings, where the Defendants have not shown any evidence of injustice. This court is the appropriate forum to hear the present dispute. S/N ZN5YrpzkJUqtPylWelDseg This is because the leave order, which permitted P to file these proceedings, expressly allows for P to file the present proceedings at the Kuala Lumpur High Court.

In respect of the conversion application, I consider that it was filed to delay the hearing of the substantive dispute between the parties. In any event, the underlying dispute between the parties relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons.

Furthermore, there are no serious disputes of fact which necessitate the calling of witnesses to give oral evidence. The only dispute concerns the interpretation of section 479 (2) of the CA 2016, and whether the 1st and 2nd Defendants had breached the said statutory provision. Such dispute can be determined based on the contemporaneous documents, where P has exhibited three volumes of documents and the Defendants have exhibited nine volumes of documents.

In so far as the OS is concerned, it ought to be allowed because :

Firstly, the 1st and 2nd Defendants cannot remunerate themselves contrary to section 479 (2) of the CA 2016. Which expressly requires a liquidator to obtain approval from the committee of inspection or creditors, or in the absence of both, from the court.

Secondly, although a liquidator may calculate his remuneration by way of scale fees or percentage as set out in Tables B and C of the 2nd Schedule of the Companies (Winding - Up) Rules 1972, S/N ZN5YrpzkJUqtPylWelDseg the liquidator must still seek approval for his remuneration through the three - step process prescribed by section 479 (2) of the CA 2016. Further, in so far as the scale fees are concerned, the range of percentages is only applicable if there was realisation of assets. Here, there was none.

Thirdly, the need to seek approval through the three - step process under section 479 (2) of the CA 2016 applies regardless onal fees or disbursements. In any event, a substantial portion of the remuneration, which was described as disbursements and expenses, are actually the 1st and 2nd Defendants fees.

Fourthly, the 1st and 2nd Defendants are not entitled to use estoppel to sidestep section 479 (2) of the CA 2016. This is because estoppel cannot be used to defeat statutory provisions of the law.

Here is my explanation. Legal principles relating to stay of proceedings

Where legal action has been initiated, the same should be heard expeditiously and the court should be slow in granting a stay of proceedings. In Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47 at 57 - 58; [2013] 4 MLJ 213 at 221 - 222, the Court of Appeal held : S/N ZN5YrpzkJUqtPylWelDseg Principles of Stay Proceedings [22] Now, what factors or principles will, and should, guide the courts in applications for a stay of an order granted by a court. These factors or principles have been reiterated in very many of cases decided by our courts. The factors or principles so enumerated are inexhaustive, and not all of them are applicable to every case. Each has its own peculiar principle. Some of the principles to be considered in the motions may be stated as follows :

It is important to stress that initiation of a suit in a court of law demands the suit will be heard expeditiously and completed without any inhibition midway. Therefore, where an application for stay of proceedings is intended to merely stop or suspend the proceedings; it will be refused. Some applicants, on seeing the weakness of their client s case, would resort to application for stay and thereby waste the time of the other party and the court. The party simply cannot resort to the interlocutory of stay proceedings on having the slightest disagreement with any ruling of a trial judge. Courts are enjoined not to encourage such unwholesome practice.

Where proceedings are sought to be stayed pending the outcome of a specified event, a relevant consideration is whether it would prevent an injustice or an abuse of the process of the court.

In Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689, the Court of Appeal granted a stay of committal proceedings pending a review application by the Federal Court. This was because the committal proceeding is penal in nature, and there would be severe prejudice if a stay was not granted. The Court of Appeal held (at page 701) : [49] We are of the view that the court may only stay a proceeding pending the outcome of a review application in the Federal Court pursuant to the court s inherent power under O. 92 r. 4 of the RC, so as to prevent injustice and abuse of court process

In AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205, the High Court refused to stay legal proceedings against three individual defendants pending the expiry of a restraining S/N ZN5YrpzkJUqtPylWelDseg order obtained by a company co - defendant. The court opined (at page 216) : [28] I am of the opinion that the court may only stay a proceeding pending the outcome of a certain event pursuant to the court s inherent powers under O. 92 r. 4 RC so as to prevent an injustice and / or an abuse of court process. Legal principles relating to conversion of originating summons to a writ action

A matter begun by way of originating summons may be converted to a writ action pursuant to Order 28 rule 8 of the Rules of Court 2012, if

A conversion would only be granted if there are serious disputes of fact or conflict of evidence that could only be resolved by oral evidence from witnesses. In Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 at 227, the Supreme Court granted a conversion application because there were allegations of fraud. The court held that the conflict of evidence can only be properly and satisfactorily resolved if oral evidence is adduced and witnesses cross - examined.

For matters relating to the CA 2016 which must be commenced by way of originating summons pursuant to Order 88 of the Rules of Court 2012, the court should be slow in allowing any conversion of the matter to a writ action. In Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286, the High Court dismissed an S/N ZN5YrpzkJUqtPylWelDseg application to convert an originating summons for minority oppression. The court said : [26] As Order 88 is a specific provision catering for proceedings under the Companies Act, it is my view that Courts should be slow to exercise its discretion under the general provision found in Order 28 Rule 8 of the ROC to treat or continue proceedings that are specifically required to be commenced by originating summons, as if it was begun by way of a writ. Courts should only do so if it is necessary to ensure a just disposal of the action. [27] It may be quite different if there was a need to subpoena unwilling witnesses from whom affidavits cannot be secured. If that be the case, and the testimony of such witnesses are relevant, it may well warrant continuing the originating summons as if it were begun by way of a writ. Such, however, was not the problem in the present case.

Additionally, where contemporaneous documents are available, such documents ought to be given preference over oral evidence. In WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458, the High Court dismissed an application to convert a minority oppression action that was commenced via originating summons to a writ action. The court stated the following concerning the reliability of contemporaneous documents : [16] Firstly, from the cause papers and the exhibits filed herein, this Court finds that the advantage it has in both the Originating Summonses comes in the form of ample contemporaneous undisputed documents such as the e - mails, minutes of meetings and the Constitution in support of and relevant to all the averments and issues raised. It is the finding of this Court that the entire dispute herein circles around those documents. Document more often than not speaks louder than words with the exception such as fraud and misrepresentation. It is trite that when contemporaneous documents are available, it would be more reliable to refer to the contemporaneous documents than to believe a party s version as stated in the affidavit. When there are disputes of facts, the Court will look at contemporaneous documents. The principle is, he who asserts must prove and the landing will go towards the facts supported by those documents. Reasonable inferences can be made when one asserts and if no documentary evidence is adduced to support such assertions then the averments made in the affidavits become unsubstantiated statements. S/N ZN5YrpzkJUqtPylWelDseg But it does not mean that when there are no supporting documents, viva voce evidence must be automatically called for. It cuts both ways. No justification to stay the legal proceedings herein

I see no good reason to stay the legal proceedings herein. First, there is no stay of execution of the leave order and the Defendants never applied for such a stay. There is an appeal against the leave order, but the appeal does not operate as a stay of execution. P is therefore entitled to proceed with the current proceedings pursuant to the leave order.

Second, there is no injustice arising from the current civil proceedings. The Defendants have not shown any evidence of injustice from continuing with the present proceedings.

Third, this court is the appropriate forum to hear the present dispute between the parties. This is because the leave order expressly allows for P to file legal proceedings at the Kuala Lumpur High Court. As early as August 2024, when the leave application was served on the Defendants, they knew that the present proceedings would be filed at the Kuala Lumpur High Court. Yet, they did not raise any issues then.

As for the contention that the winding - up court (i.e. the Shah Alam High Court) maintains supervisory jurisdiction over the acts of the 1st and 2nd Defendants, such contention is baseless. This is because the liquidation of P has come to an end, and the 1st and 2nd Defendants are no longer court officers. In fact, the winding - up court (i.e. the Shah Alam High Court) recognised that there is nothing for the court to supervise. S/N ZN5YrpzkJUqtPylWelDseg

The Defendants argue that the OS should be stayed because if they succeed in their appeal against the leave order, and without the leave order, this court would not have the jurisdiction to hear the OS. This argument is untenable as the Defendants did not apply for any stay of the leave order in the winding - up court (i.e. the Shah Alam High Court). Thus, until and unless the leave order is set aside by the Court of Appeal, this court remains vested with the jurisdiction to hear the OS.

The fact of the matter is that the Defendants sat idle for almost two months after the leave order was granted on 12.12.2025. They only sought a stay of the OS on 9.2.2026. If the Defendants were genuinely concerned with the preservation of their appeal, they would have applied to stay the leave order or applied to stay these proceedings earlier.

On the matter of delay in applying for stay of proceedings, the High Court in SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 held : Clearly, there has been considerable delay on the part of the defendant in filing the application for stay of proceedings. But, according to learned counsel for the defendant, delay should not be a ground for dismissing the stay application. I disagree. In my view, delay is definitely an important factor to be considered in an application for stay of proceedings. Indeed, delay could in certain circumstances even be fatal to an application for stay of proceedings. The other important factor is the overall conduct of the defendant.

The Defendants assert that their appeal will be rendered nugatory if a stay is not granted, and that is sufficient to warrant a stay. I disagree. If the Defendants succeed in their appeal against the leave o current action simply fails. There is nothing to stop the Defendants from S/N ZN5YrpzkJUqtPylWelDseg applying for court sanction in respect of the 1st and 2nd remuneration.

In Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980, the defendant applied to stay a derivative action on the grounds that there was a pending appeal against the leave order to commence the derivative action. The defendant argued that its appeal against the leave order would be rendered nugatory if the Court of Appeal set aside the leave order. In dismissing the stay application, the High Court said : The nugatory argument put up by the Defendants is illusory. Even if the appeal is in favour of the Defendants, it is not worthless or the Defendants cannot be put in its former position. This is because, the Leave Order is merely a precursor to the Suit that the Defendants are facing. It would simply

The Defendants complain that time and effort will be wasted, if their appeal against the leave order is allowed by the Court of Appeal. However, the possibility that there might be a waste of time and costs is insufficient. In Conweld Engineering (supra), the High Court dismissed the argument that wasted time and expenses constitutes special circumstances : While this Court appreciates the altruistic concern of the Defendants in wanting judicial time to be channelled to other cases, such a concern does not amount to special circumstances. [19] Issues of expenses being wasted if the appeal is successful cannot amount to special circumstances as it is part and parcel of the cost of litigation. [20] Time and again Trial Court have been reminded to not casually grant stay applications as it will result in cases being kept abeyance without any conclusion S/N ZN5YrpzkJUqtPylWelDseg

In the premises, the stay application ought to be dismissed. No justification to convert the originating summons

The following facts regarding the conversion application are noteworthy :

Firstly, the 5.5.2026 hearing date of the OS was scheduled as early as 28.1.2026;

Secondly, the conversion application was only filed on 30.3.2026, almost two months after the Defendants filed the stay application; and

Thirdly, the conversion application was filed because the Defendants could not get the 5.5.2026 hearing date of the OS to be postponed, pending the determination of the stay application.

Having regard to the above, it seems to me that the conversion application was filed to delay the hearing of the substantive dispute between the parties. This is an abuse of the process of the court, and should not be countenanced by the court. In any event, there is no good reason to convert the OS to a writ action.

First, the underlying dispute relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons. As alluded to earlier, Order 88 of the Rules of Court 2012 is a specific provision catering for proceedings under the CA 2016. The court should be slow to exercise its discretion to treat or continue proceedings that are S/N ZN5YrpzkJUqtPylWelDseg specifically required to be commenced by originating summons, as if it was begun by way of a writ.

Second, there are no serious disputes of fact or conflict of evidence which necessitate the calling of witnesses to give oral evidence. The material facts are not in dispute. Notably :

The total sum of RM 6,052,481.05 was caused by the 1st and 2nd Defendants to be paid out of P liquidation trust accounts to D3 bank account;

No committee of inspection was ever formed;

No approval from the creditors was ever sought; and

The 1st and 2nd Defendants had never filed any application for the court to determine their remuneration pursuant to section 479

of the CA 2016.

The only dispute here concerns issues of law and the interpretation of section 479 (2) of the CA 2016. To wit, whether the Defendants were entitled to self - remuneration without recourse to section 479 of the CA

2016

2016.

Where an issue involves construction of statute, evidence of witnesses is of no relevance. The Court of Appeal in Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 at 115, concerning the interpretation of the Capital Markets and Services Act 2007, said : S/N ZN5YrpzkJUqtPylWelDseg [47] Firstly, although this may be a novel point of law, it does not justify it going to trial as the facts are not in dispute. The issues are in relation to the interpretation of ss 357 and 360 of the CMSA, therefore it concerns the construction of the relevant sections of the CMSA. Evidence of witnesses with regard to the construction of provisions of the CMSA is of no effect and irrelevant.

Third, both parties have exhibited ample contemporaneous documents. In this respect, P has exhibited three volumes of documents (Enclosures 3 to 5), and the Defendants have exhibited nine volumes of documents (Enclosures 9 to 17). These documents include letters, emails, minutes of meetings, reports, etc.

According to P affidavit in reply dated 9.2.2026 (Enclosure 9) admits in whole or in part paragraphs 6 to 18, 20 to 27, 30 to 39, 41 to 48, 50 to 83, 89 (save for sub - paragraph 89 (d)), 91 (a), 92 to 94, 96, 97 to 107, 109 to 122, and 124 to 134 of P s affidavit in support dated 15.1.2026 (Enclosure 2). Approximately 114 of the 157 paragraphs affidavit in support are admitted, in whole or in part. Thus, there is no substantial dispute of the evidence.

The Defendants allege that the amount of remuneration of the 1st and 2nd Defendants needs to be determined at a trial. I disagree. The courts have easily determined remuneration by way of affidavit evidence alone. Some examples are set out below.

In Probis Financial Services Pty Ltd (administrators appointed) v City Credit Investment Bank Ltd [2024] 12 MLJ 832, the liquidator applied to the High Court for approval of his remuneration. The court decided the application based on the details set out in the affidavit of the liquidator, where this was S/N ZN5YrpzkJUqtPylWelDseg calculated based on time spent, with a breakdown of expenses and costs.

In Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd, via Kuala Lumpur High Court Companies Winding - Up Petition No. : WA - 28 NCC - 1089 - 11 / 2024, the High Court determined the remuneration of the interim liquidators based on the documents filed by them via affidavit. The court imposed a discount of 25 % on the time costs charges.

In Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food Industries Sdn Bhd [2025] MLJU 1863, the High Court found that there was no need to convert the originating summons for determination of remuneration of a judicial manager to a writ action. The court said that documentary evidence, not oral testimony, is the appropriate means of proving remuneration claims by insolvency practitioners.

In any event, the Defendants will have to return the monies taken by them to P first, before any determination on remuneration can be made. On this aspect, I am guided by the Court of Appeal decision in Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189, which ordered : 8] We allow the appeals by the liquidator in respect of the further remuneration appeals to the extent only that the applications for further remuneration are remitted to the High Court to be taxed in full ONLY AFTER and provided that full repayment by the liquidator of the monies drawn and retained by him, to the respective companies that are owed such monies, through S/N ZN5YrpzkJUqtPylWelDseg the current liquidator is made within 30 days of the service of the sealed order on

To conclude, as there is no need for any witnesses to be called to give oral evidence on issues of law relating to section 479 (2) of the CA 2016, the conversion application ought to be dismissed. remuneration

Section 479 (2) of the CA 2016 reads : A liquidator other than the Official Receiver shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by -

an agreement between the liquidator and the committee of inspection, if any;

where there is no agreement or where there is no committee of inspection, a resolution passed at a meeting of creditors by a majority of not less than three - fourths in value and one - half in number of the creditors present in person or by proxy and voting at the meeting and whose debts have been admitted to vote, which meeting shall be convened by the liquidator by a notice to each creditor to which notice shall be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by him; or

if the agreement or determination under paragraph (a) or (b) fails, the Court.

A private liquidator is entitled to receive remuneration pursuant to section 479 (2) of the CA 2016, which provides for a three - tiered requirement. The requirements are as follows :

Agreement between the liquidator and the committee of inspection; S/N ZN5YrpzkJUqtPylWelDseg

In the absence of the above, a resolution passed at a meeting of creditors by a majority of not less than 75 % in value and 50 % in number of the creditors present and voting at the meeting; and

Where both the above fail, the court shall determine the remuneration.

It is a three - tiered requirement, where the third tier of determination by the court can only be invoked if the first and second tiers could not be met. In Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279, concerning an application to set aside a court order which allowed a liqu , the High Court stated the following concerning the three - tiered requirements under section 479 (2) of the CA 2016 : In other words, a reading of the said section 479 (2) of the Companies Act 2016 mandates that there must either be (i) an agreement with the Committee of Inspection (COI) as to the Liquidators fees or alternatively (ii) a resolution passed at a meeting of creditors in accordance with subsection 479 (2) (b) of the Companies Act 2016 before the court may determine the Liquidators remuneration. I am of the view that the failure to comply with either of the above sub sections will render this court being unable to hear the application due to the express words in sub section 479 (2) (c) of the Companies Act 2016 which clearly specifies if the agreement or determination under paragraph (a) or (b) fails, the Court which indicates that only if either sub section (a) or (b) fails, then and only then will the court be able to determine the salary or remuneration of a liquidator

Rule 142 (3) of the Companies (Winding - Up) Rules 1972 provides It reads :

142

Remuneration of liquidator S/N ZN5YrpzkJUqtPylWelDseg

If there is no committee of inspection the remuneration of the liquidator shall, unless the Court shall otherwise order, be fixed by the scale of fees and percentages for the time being payable on realizations and

The said scale of fees can be found in Tables B and C of the Second Schedule of the Companies (Winding - Up) Rules 1972.

It is mandatory for a liquidator (other than the Official Receiver) to comply with the requirements under section 479 of the CA 2016, before he can obtain any remuneration. This is regardless of whether the liquidator is seeking remuneration by way of percentage or otherwise. I refer to the following authorities.

First, the Court of Appeal decision in Ong Kwong Yew (supra). The facts of that case are as follows :

A petition to wind up the companies. The court found that the companies ought to be wound up on just and equitable grounds, and appointed a private liquidator over the companies.

The liquidator took control over the companies, and tried to maintain the businesses of the companies. In relation to the work done, the liquidator withdrew monies from and remunerated himself without the consent of the shareholders or creditors.

The minority shareholders then applied to court to remove the liquidator. At the same time, they also applied to court for an S/N ZN5YrpzkJUqtPylWelDseg injunction to order the liquidator to refund the monies drawn. In response, the liquidator applied to court for sanction to allow the liquidator to retain the sums that had been drawn.

The High Court allowed the removal application, but refused the the sanction application. Both the minority shareholders and the liquidator then appealed to the Court of Appeal.

On appeal, the Court of Appeal allowed the appeal against the , but This was on the basis that a liquidator cannot unilaterally remove any money from the company without the consent of all the contributories or the sanction of court, and a liquidator cannot seek retrospective sanction for any monies that were unilaterally removed.

- compensation, the Court of Appeal held : We are of the considered view that while the order of the Court envisages that the liquidator must be paid remuneration for the work undertaken, that sum is not to be determined or removed from the account of the company unilaterally by the liquidator. The law envisages that the liquidator receives compensation in accordance with the provisions of the Companies Act 1965 ( CA 65 ) (which was in force at the material time). Any removal of funds by way of remuneration which is not in compliance with the Act would amount to a contravention [49] What is apparent from a consideration of the law is that the legislation does not conceive of a situation where a liquidator S/N ZN5YrpzkJUqtPylWelDseg simply helps himself to compensation without the consent of all the relevant creditors, or contributories in the instant case. Although the majority contributories took no issue with the quantum claimed, the minority contributories took strong objection. Moreover the fundamental basis for the removal application was that of bias on the part of the liquidator in favour of the majority contributories. Given the foregoing, the consent of the majority contributories did not, of itself, entitle the liquidator to contend that the payments he made to himself were approved. [50] A prudent liquidator, appreciating that he occupies a position of trust in relation to the company in liquidation, and that he is directly answerable to the court, would have taken the precaution of obtaining the sanction of the court.

In relation to the Court of Appeal held at [80] - [81] that the application was tainted and that it was made in bad faith. This is because the application was respect, sa were made out in contravention of [section 232 of the Companies

Second, the High Court decision in Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389, which for remuneration. It was held that the court is empowered to determine the remuneration of the liquidator by way of percentage or otherwise (at page 402) : [47] In the present application, the detail and satisfied that the time scale basis as submitted, is fair and reasonable when compared to remuneration by percentage basis. Section 232 (3) of the Companies Act 1965 clearly empowered the court to determine such S/N ZN5YrpzkJUqtPylWelDseg

A liquidator must show to the court that his remuneration is fair and reasonable. He cannot use the percentage rate listed in Tables B and C as a matter of right. This was held by the Court of Appeal in Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695 at 714 - 715 : ... Based on the above observation, we agree with learned counsel for the tabulated in Table C would produce an arbitrary result which is impractical and could hardly produce a fair remuneration. It could produce a scanty or unnecessarily large amount of remuneration that does not reflect commercial reality. If the percentage listed in Table C is allowed to be used as an inflexible rule, it will cause the remuneration of the liquidators to be solely dependent on the size of the estate and not on the merits of the work done, an unfair situation when a liquidator has to handle a company that has a little or no assets at all. [42] Therefore, we find that the usage of the percentage listed in Table C should not be allowed as a matter of right. In this appeal, the enormous amount of RM 9,296,304 claimed by the liquidator as a remuneration which was totally dependent on the usage of the percentage listed in Table C is unwarranted. Confirming the remuneration claimed for by the liquidator without sufficient justification would go against the overriding principle of fairness and reasonableness, and further bypass the requirement for the liquidators to properly account for their actual work done. As an officer of the court who is entrusted to deal with WCSB s property, the liquidator holds a fiduciary duty to account for all proceeds acquired from the assets of the company. In implementing the duty, the liquidator should be transparent and accountable in all aspects of insolvency practice. [43] as a rubber - stamp in confirming any remuneration claimed by a liquidator. Even though the particular claim is unchallenged or has been predetermined by the COI, it will not in any way absolved the each and every claim for sanction by a liquidator or the application to confirm or vary the remuneration of a liquidator by the minority contributories that come before it. In short, the court will be shirking its responsibilities if it allows an S/N ZN5YrpzkJUqtPylWelDseg

In determining what is fair and reasonable, reference can be made to the Singapore High Court case of Re Econ Corp Ltd (in provisional liquidation) (No 2) [2004] SGHC 49. That is a decision which was referred to by the Court of Appeal in Emiprima (supra). There, the Singapore High Court set out the following guiding principles to be taken into account in determining a fair and reasonable remuneration for a liquidator :

the value contributed - what difference the liquidator has made to the matter;

the time spent - the importance will vary from case to case, from being a possibly critical factor in one case to just another matter for consideration in another;

the rates - in the absence of acceptable guidelines it cannot be accepted at face value.The rates to be determined as fair and reasonable by the court depends on complexity or otherwise of the case;

firm, subject to strict proof;

the scope of work - it is important to understand the functions and responsibilities of the liquidator;

the disbursements - there must be some measure of restraint and discipline over how disbursement items are recouped and accounted for; and S/N ZN5YrpzkJUqtPylWelDseg

in summary, it remains open for the court in any matter to decide whether the basis for the remuneration ought to be on a time basis, a realisation basis or an all - encompassing basis absorbing all or a combination of the criteria identified. The guidelines are not immutable rules.

The facts of Re Econ Corp (supra) are as follows :

Provisional liquidators were appointed over a company that was wound up pursuant to a creditors voluntary winding up. The appointment was short lived as the company was placed under judicial management less than two months later, and the provisional liquidators were displaced.

The provisional liquidators then applied to court to determine their remuneration for work done during the provisional liquidation period. In support of the application, the provisional liquidators exhibited a summary of work done with details on the number of staff, total hours spent, charge - out rates and total costs.

When the application for remuneration was opposed for lack of particulars, the provisional liquidators provided a further breakdown of the actual number of hours spent and the actual time cost incurred for each task in the different categories of work.

After examining the relevant law of various jurisdictions relating S/N ZN5YrpzkJUqtPylWelDseg remuneration, the Singapore High Court set out the relevant guiding principles alluded to earlier.

In respect of the provisional the Singapore High Court held that it was clearly inadequate and unsubstantiated. Notwithstanding the further breakdown provided by the provisional liquidators, the court was still unsatisfied with it for the following reasons :

First, the provisional liquidators did not spell out with any degree of clarity or precision the complexities of the matter involved, the effectiveness of what was done, the responsibilities of each of the persons involved, their qualifications, expertise and experience and so on. The Singapore High Court stated that merely listing the persons, the number of hours worked by them and then appending the amounts claimed, decidedly does not amount to adequate material for a proper determination to be made.

(ii) Second, there was no effort to explain the details of the work purportedly done. For example, where the provisional discussing with the directors ... - , the Singapore High Court held that the provisional liquidators are under an obligation to condescend into further details and particulars.

III

(iii) Third, there is insufficient evidence to support that the - out rates are reasonable. This was because it is not apparent what market forces have S/N ZN5YrpzkJUqtPylWelDseg been involved in settling the charge out rates for each of the individuals concerned.

At the end of the judgment, the Singapore High Court included an appendix where it observed by insolvency practitioners seeking approval for practitioner to explain the following details :

an overview of the case,

(ii) explanation of office - holders charging and disbursement recovery policies,

III

(iii) narrative description of work carried out,

(iv) time and charge - out summaries,

disbursements, and

(vi) supporting documents.

Furthermore, a liquidator must seek approval pursuant to section 479

of the CA 2016 not only in respect of his professional fees, but also any disbursements and expenses incurred. I refer to the following authorities.

First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the bank 987,187.50 and incurred expenses of SGD 35,603.75.

Second, the High Court decision in Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan Kheng Guan & Ors S/N ZN5YrpzkJUqtPylWelDseg [2025] MLJU 1874. There, the court granted an application by the former liquidator of the company for payment of remuneration of his professional fees (RM 54,873.51) and legal fees expenses (RM 10,000.00). The court explained that the incurred, as a result of performing the duties and obligations of a creditors, the court w (including expenses) was reasonable. The 1st and 2nd Defendants breached section 479 (2) of the Companies Act 2016

Having regard to the above, it is untenable for the 1st and 2nd Defendants to contend that they are able to remunerate themselves without compliance with section 479 (2) of the CA 2016. To wit, either by:-

obtaining approval from the committee of inspection; (b) obtaining approval from creditors at a creditors meeting; or (c) where both the above fail, obtaining approval from the court.

In Perumahan NCK (supra), the High Court interpreted both section 232 (3) of the Companies Act 1965 (in pari materia with section 479 of the CA 2016) and rule 142 of the Winding - Up Rules 1972. The court concluded (at page 396) : [15] It is clear that under s 232 (3) of the Companies Act 1965 and r 142 (3) of the Companies (Winding Up) Rules 1972, Liquidators are entitled to be paid remunerations for their works done on behalf of the court and the court has jurisdiction to determine the liquidators remunerations. [20] Generally, a liquidator is not entitled to be paid until the liquidation is completed to the core (see Re New Zealand Times Co [1941] NZLR 677). However if the winding up process is unduly protracted, the liquidator may S/N ZN5YrpzkJUqtPylWelDseg apply from time to time to the court to sanction payments provided evidence is led to show the actual work done up to the date of the application,

The Defendants have advanced that there must be a harmonious interpretation of the CA 2016 and the Winding - Up Rules 1972. They contend that where there is no committee of inspection and where there are no creditors, limb (c) of section 479 (2) of the CA 2016 also would not apply. I disagree.

If it is correct that a liquidator does not need to seek the court s determination at all in a situation where there are no committee of inspection or creditors, it would mean that a liquidator in such situation can arbitrarily charge any fees as he wishes. This cannot be the case as the three - step process under section 479 (2) of the CA 2016 is meant to act as a check and balance on is allowed to receive remuneration without approval, it would render section 479 (2) of the CA 2016 redundant.

The Defendants aver that section 479 of the CA 2016 must be read with the Companies (Winding - Up) Rules 1972, especially rule 142 (3) which allows them to use the scale fees and percentage. That is correct. However, when both provisions are read together, it would mean the following :

First, the liquidator may calculate his remuneration by way of scale fees and percentage. S/N ZN5YrpzkJUqtPylWelDseg

Second, after the calculation, the liquidator must then seek approval for his remuneration through the three - step process under section 479 (2) of the CA 2016.

In so far as the scale fees are concerned, Tables B and C set out a range of percentages (4 % to 6 %) that may be charged by a liquidator.

assets are converted into cash. I refer to the High Court case of Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530, concerning an application to void a realisation fee of RM 469,631.79 imposed by the Director General of Insolvency. The facts of the case are these :

The Registrar of Societies cancelled the registration of a church and directed the Director General of Insolvency to wind up the affairs of the church.

The church appealed against the cancellation to the Minister of Home Affairs. Pending appeal, the Director General of Insolvency took steps to take over the church s assets and wind up the affairs of the church. This entailed the Director General of Insolvency arranging meetings, issuing letters and collecting S/N ZN5YrpzkJUqtPylWelDseg

The Minister of Home Affairs subsequently allowed the appeal. The church then requested the Director General of Insolvency to return all assets including the cash.

Out of the RM 11.7 million cash collected by the Director General of Insolvency, only RM 11.2 million was returned to the church. The Director General of Insolvency claimed that the shortfall of RM 469,631.79 shall be kept by the Director General of rule 195 and the Second Schedule, Table C of the Companies (Winding - Up) Rule 1972.

The office bearer of the church filed legal action to void the realisation fees imposed by the Director General of Insolvency.

The High Court granted the application and agreed with the church that there was no basis for the Director General of Insolvency to impose any realisation fee. This was because realisation fee could only be imposed if there was a realisation of assets by converting the assets to cash.

The High Court said (at page 549) : [43] In this respect this court is in agreement

(ii) of Table C of the Second assets from its current form into the form of money or cash.

The Director General of Insolvency claimed that the realisation S/N ZN5YrpzkJUqtPylWelDseg winding up of the society including, among others, calling for a meeting with the office bearers of the society, obtaining information and relevant documents relating to the society, requesting for the monies of the society to be handed over to the [Director General of Insolvency] and issued letters to the banks holding the monies of the society instructing the banks to close

The High Court disagreed and that the Director General of Insolvency could impose realisation fees when only money was credited into the estate of the society and there was no realisation of assets.

Similarly, in the present case, there was never any realisation of assets. Yet, the 1st and 2nd Defendants utilised Tables B and C to calculate their own remuneration based on alleged recovery of assets, interest earned from fixed deposits, sales revenue, etc. and labelled them as recovery f To illlustrate :

First, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 982,083.56 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. However, there were never any assets realised in the first place. S/N ZN5YrpzkJUqtPylWelDseg

Second, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 36,537.84 based on interest generated fixed deposit. Again, this is not realisation of assets.

Third, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 1,609,320.12 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. Again, there were no assets realised here.

The question arises as to whether the 1st and 2nd Defendants could use Tables B and assets, when there was no realisation of assets at all. Even if the 1st and 2nd Defendants are justified in using Tables B and C, the range of percentages under Table B and C is just a means to calculate the amount. It does not mean that the 1st and 2nd Defendants could help themselves to the calculated sum without going through the three - tiered process under section 479 (2) of the CA 2016.

The 1st and 2nd Defendants ought to know of the need to seek approval in accordance with section 479 (2) of the CA 2016 after calculating the amount. This is because the 2nd Defendant had filed a similar application in the liquidation of a separate company. This can be seen from the High Court case of FGP Ventures (supra), where the 2nd Defendant in his capacity as the interim liquidator of the company applied for remuneration under section 479 (2) of the CA 2016. To elaborate : S/N ZN5YrpzkJUqtPylWelDseg

On 10.12.2024, the 2nd Defendant and another were appointed as interim liquidators of the company, FGP Ventures Sdn Bhd. However, the interim liquidation order was stayed just slightly over two months later on 25.2.2025.

The 2nd Defendant and the other interim liquidator then attempted to apply for their remuneration in the sum of RM 536,537.95 for the period of slightly over two months (first period). The 2nd Defendant and the other interim liquidator also applied for their remuneration in the sum of RM 18,444.00 for the period after the stay for handing over documents (second period).

The 2nd Defendant and the other interim liquidator calculated their remuneration based on time cost. They then filed an application to the court to allow remuneration of their time costs in the sum of RM 465,237.50 (for the first period) and RM 15,300 (for the second period). Also disbursements in the sum of RM 10,267.45 (for the first period) and RM 1,920.00 (for the second period).

The High Court found that the total charges of the 2nd Defendant and the other interim liquidator short period of time, did The court imposed a discount of 25 inject some fairness into these large claims incurred over a relatively short period of S/N ZN5YrpzkJUqtPylWelDseg

The High Court also excluded some of the claims by the 2nd Defendant and the other interim liquidator. These included :

Work allegedly done before the interim liquidator provided security to the Official Receiver in accordance with section 478 (1) of the Companies Act 2016; and

(ii) Costs of support or administrative staff. This is because these categories of claims should be considered as part of

While the 2nd Defendant and the other interim liquidator have filed an appeal against the High Court decision in FGP Ventures (supra), the decision is nonetheless relevant to show that the 1st and 2nd Defendants in the present case ought to have known of the necessity to apply to court to determine their remuneration. Disbursements and expenses incurred by liquidators are still subject to compliance with section 479 (2) of the Companies Act 2016

The Defendants argue that any approval in accordance with section 479 (2) of the CA 2016 is only applicable to remuneration of professional fees, and not to disbursements. They provided two categories. Namely:-

a remuneration portion of RM 4,026,523.29, which represents the ; and (ii) a disbursements portion of RM 2,025,957.76, which represents the disbursements and expenses incurred by the liquidators during the liquidation exercise. They contend that even if there is a need for them to seek approval in accordance with S/N ZN5YrpzkJUqtPylWelDseg section 479 (2) of the CA 2016, the approval only applies to the remuneration portion and not the disbursements portion.

I disagree. T and disbursements. . It is immaterial whether the money received by the Defendants represent remuneration for professional fees or reimbursement for disbursements. This is because all payments to the 1st and 2nd Defendants are subject to compliance with section 479 (2) of the CA 2016, which does not make any distinction between remuneration of professional fees and disbursements.

Regardless of whether the remuneration is for professional fees or disbursements, it is necessary for the liquidator to seek approval in accordance with section 479 (2) of the CA 2016. Instances where a liquidator applied to court pursuant to section 479 of the CA 2016 for payment of his professional fees and disbursements can be seen in the cases referred to earlier.

First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the company for remuneration in the sum of SGD 987,187.50 and expenses in the sum of SGD 35,603.75.

Second, the High Court decision in Khor Yong Yong (supra). There, the court granted an application by the former liquidator of the company for remuneration in the sum of RM 54,873.51, and legal expenses in the sum of RM 10,000.00. S/N ZN5YrpzkJUqtPylWelDseg

Third, the High Court decision in FGP Ventures (supra), where the 2nd Defendant in the present matter and the other interim liquidator applied to court for reimbursement of their time costs and also disbursements in the total sum of approximately RM 12,000.00. These disbursements include printing, stationary,

In any event, a substantial portion of the RM 2,025,957.76 disbursements and expenses. This is because it comprises monthly management f 53,000.00 per month from July 2022 to December 2023.

management f 1st and 2nd Defendants se escribed management f

of the CA 2016.

The Defendants sought to demonstrate the reasonableness of the liquidator fees and disbursements that were unilaterally drawn by them. However, the 1st and 2nd Defendants did not seek any application pursuant to section 479 (2) (c) of the CA 2016 for this court to determine their remuneration. I therefore refrain from making any determination on the reasonableness or otherwise of their remuneration in these proceedings.

Actually, the Defendants have taken the position on affidavit that the issue of their remuneration can only be dealt with by the winding - up court. (See paragraph 7 of their affidavit dated 30.3.2026 in Enclosure 22). S/N ZN5YrpzkJUqtPylWelDseg Recall that the 1st and 2nd Defendants had filed the motion for direction at the winding - up court (i.e. the Shah Alam High Court) to validate their remuneration. They have also appealed to the Court of Appeal against the dismissal of the motion for direction. Estoppel cannot operate to defeat statutory provisions of the law

The Defendants argue that P or its then majority shareholder, Kubah, are estopped from challenging the Defendants from receiving payment. They 1st and 2nd Defendants , and had full knowledge of all expenses paid. Hence, P is now estopped from taking an inconsistent interpretation.

100

However, P and its then majority shareholder had never accepted the 1st and 2nd Defendants dated 21.2.2024 written jointly by the then shareholders of P to the 1st and 2nd Defendants. Where the then shareholders of P stated that the 1st and 2nd Defendants c

101

In any event, any acceptance by P or its then majority shareholder does not mean that the 1st and 2nd Defendants need not comply with section 479 (2) of the CA 2016. The 1st and 2nd Defendants cannot rely on estoppel to sidestep the clear wording of statute.

102

In Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1, the Federal Court considered the issue of whether estoppel can be raised as a defence against compliance with the undue preference S/N ZN5YrpzkJUqtPylWelDseg provision under section 293 of the Companies Act 1965. The court held (at page 26) : of the CA read together with s 52 of the BA. These statutory provisions, as we have discussed earlier, are clear and unambiguous. Estoppel, being an equitable principle cannot operate to defeat clear statutory provisions of law. This settled principle of law was adopted by Edgar Joseph Jr in United Malayan Banking Corporation Bhd v Syarikat Perumahan Luas Sdn Bhd (No 2) [1988] 3 MLJ 352b when His Lordship ruled that accordingly fails since there cannot be an estoppel to evade the plain provisions of a statute, ... particularly when the non - compliance goes to the root of the thing

103

In the present case, the 1st and 2nd Defendants did not comply with section 479 (2) of the CA 2016, when they helped themselves to the said sum of RM liquidation trust accounts. There is no basis for them to claim that P is estopped from challenging the payment. Conclusion

104

For the reasons above, I dismissed the stay application and the conversion application. I allowed the OS and ordered the Defendants to return the said sum of RM 6,158,481.05 to P. I awarded costs to P in the following sums:- (a) RM 10,000 in respect of the OS; (b) RM 5,000 in respect of the stay application; and (c) RM 5,000 in respect of the conversion application. S/N ZN5YrpzkJUqtPylWelDseg Dated 11 May 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Nathalie Ker, Wong Chee Chien and Manveer Singh Bagry (Messrs. Lim Chee Wee) for the Plaintiff Dato Malik Imtiaz Sarwar, Lim Yvonne, Surendra Ananth and Harleen Kaur (Messrs. Vin Partnership) for the Defendants Case reference 1. Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47; [2013] 4 MLJ 213 2. Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689 3. AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205 4. Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 5. Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286 6. WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458 7. SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 8. Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980 9.

Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 Probis Financial Services Pty Ltd (administrators appointed) v City Credit

Investment Bank Ltd [2024] 12 MLJ 832

Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food

Industries Sdn Bhd [2025] MLJU 1863 Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189 S/N ZN5YrpzkJUqtPylWelDseg

Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279

Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389

Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695

Re Econ Corp Ltd (in Provisional Liquidation) (No 2) [2004] SGHC 49

Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan

Kheng Guan & Ors [2025] MLJU 1874 Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530

Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1 Legislation reference 1. Sections 478 (1); 479 (2); 486 (2) and 487 (3) of the Companies Act 2016 2. Capital Markets and Services Act 2007 3. Sections 232 and 293 of the Companies Act 1965 S/N ZN5YrpzkJUqtPylWelDseg

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Malaysian judgment

Case metadata

Court: High Court of Malaysia
Decision date: 5 May 2026
Case number: WA-24NCC-30-01/2026
Coram: YA Dato' Quay Chew Soon
Practice area: Originating summons – The defendants were the former liquidators of the plaintiff company – They ceased to be the liquidators when the winding up order against plaintiff was set aside – Whether the defendants were entitled to remunerate themselves without seeking any agreement from a committee of inspection, resolution by creditors or determination by the court – Whether the remuneration was made in contravention of section 479 of the Companies Act 2016 – Whether section 479 of the Companies Act 2016 is only applicable to remuneration of professional fees, and not to disbursements – Whether the originating summons should be converted into a writ action
Version: Alasan Penghakiman 1
Published: 11 May 2026
Source ID: ae58de64-e49c-4a25-ad3f-29567a50ec7a

Catchwords

Originating summons – The defendants were the former liquidators of the plaintiff company – They ceased to be the liquidators when the winding up order against plaintiff was set aside – Whether the defendants were entitled to remunerate themselves without seeking any agreement from a committee of inspection, resolution by creditors or determination by the court – Whether the remuneration was made in contravention of section 479 of the Companies Act 2016 – Whether section 479 of the Companies Act 2016 is only applicable to remuneration of professional fees, and not to disbursements – Whether the originating summons should be converted into a writ action

Parties

SINONG SEPADU SDN BHD - applicant - ejudgment_parties
1. ) CHONG KWONG CHIN - respondent - ejudgment_parties
2. ) CHANTHIRAN A/L NAGAPPAN - respondent - ejudgment_parties
3. ) CONTINENTAL MANAGEMENT RESOURCES SDN BHD - respondent - ejudgment_parties

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Sinong Sepadu Sdn Bhd v Chong Kwong Chin (WA-24NCC-30-01/2026)

High Court of Malaysia5 May 2026

The written judgment as the court issued it, with the coram, case number, and source links. Every paragraph has its own anchor.

Outcome

What the court ordered

The underlying dispute between the parties is whether the 1st and 2nd Defendants (as the former joint liquidators of P) were entitled to remunerate themselves with the said sum of RM 6,158,481.05 without S/N ZN5YrpzkJUqtPylWelDseg seeking any agreement from a committee of inspection, resolution by creditors or determination by the court.
The said sum of RM 6,158,481.05 was transferred by the 1st and 2nd Defendants via various transactions over a period of 20 months from June 2022 to February 2024, when P was in liquidation. The monies were 3 bank account, where the 1st and 2nd Defendants are directors of D3, purportedly as payments o s.
P avers that such transfers were made in contravention of section 479 (2) of the CA 2016. However, the 1st and 2nd Defendants contend otherwise. They claim that they could help themselves to the said sum of RM 6,158,481.05, without having to seek any agreement from a committee of inspection, resolution by creditors or determination by the court.
Having obtained the leave of court pursuant to section 486 (2) of the CA 2016 to commence legal action against the 1st and 2nd Defendants, P filed the OS to recover the said sum of RM 6,158,481.05 which was liquidation trust accounts . In turn, the Defendants filed the stay application and the conversion application.
I decided that the stay application ought to be dismissed, because there is no stay of execution of the leave order which allowed P to file the present proceedings. There is also no injustice arising from the current proceedings, where the Defendants have not shown any evidence of injustice. This court is the appropriate forum to hear the present dispute. S/N ZN5YrpzkJUqtPylWelDseg This is because the leave order, which permitted P to file these proceedings, expressly allows for P to file the present proceedings at the Kuala Lumpur High Court.
In respect of the conversion application, I consider that it was filed to delay the hearing of the substantive dispute between the parties. In any event, the underlying dispute between the parties relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons.
Furthermore, there are no serious disputes of fact which necessitate the calling of witnesses to give oral evidence. The only dispute concerns the interpretation of section 479 (2) of the CA 2016, and whether the 1st and 2nd Defendants had breached the said statutory provision. Such dispute can be determined based on the contemporaneous documents, where P has exhibited three volumes of documents and the Defendants have exhibited nine volumes of documents.
In so far as the OS is concerned, it ought to be allowed because :
Firstly, the 1st and 2nd Defendants cannot remunerate themselves contrary to section 479 (2) of the CA 2016. Which expressly requires a liquidator to obtain approval from the committee of inspection or creditors, or in the absence of both, from the court.
Secondly, although a liquidator may calculate his remuneration by way of scale fees or percentage as set out in Tables B and C of the 2nd Schedule of the Companies (Winding - Up) Rules 1972, S/N ZN5YrpzkJUqtPylWelDseg the liquidator must still seek approval for his remuneration through the three - step process prescribed by section 479 (2) of the CA 2016. Further, in so far as the scale fees are concerned, the range of percentages is only applicable if there was realisation of assets. Here, there was none.
Thirdly, the need to seek approval through the three - step process under section 479 (2) of the CA 2016 applies regardless onal fees or disbursements. In any event, a substantial portion of the remuneration, which was described as disbursements and expenses, are actually the 1st and 2nd Defendants fees.
Fourthly, the 1st and 2nd Defendants are not entitled to use estoppel to sidestep section 479 (2) of the CA 2016. This is because estoppel cannot be used to defeat statutory provisions of the law.
Here is my explanation. Legal principles relating to stay of proceedings
Where legal action has been initiated, the same should be heard expeditiously and the court should be slow in granting a stay of proceedings. In Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47 at 57 - 58; [2013] 4 MLJ 213 at 221 - 222, the Court of Appeal held : S/N ZN5YrpzkJUqtPylWelDseg Principles of Stay Proceedings [22] Now, what factors or principles will, and should, guide the courts in applications for a stay of an order granted by a court. These factors or principles have been reiterated in very many of cases decided by our courts. The factors or principles so enumerated are inexhaustive, and not all of them are applicable to every case. Each has its own peculiar principle. Some of the principles to be considered in the motions may be stated as follows :
It is important to stress that initiation of a suit in a court of law demands the suit will be heard expeditiously and completed without any inhibition midway. Therefore, where an application for stay of proceedings is intended to merely stop or suspend the proceedings; it will be refused. Some applicants, on seeing the weakness of their client s case, would resort to application for stay and thereby waste the time of the other party and the court. The party simply cannot resort to the interlocutory of stay proceedings on having the slightest disagreement with any ruling of a trial judge. Courts are enjoined not to encourage such unwholesome practice.
Where proceedings are sought to be stayed pending the outcome of a specified event, a relevant consideration is whether it would prevent an injustice or an abuse of the process of the court.
In Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689, the Court of Appeal granted a stay of committal proceedings pending a review application by the Federal Court. This was because the committal proceeding is penal in nature, and there would be severe prejudice if a stay was not granted. The Court of Appeal held (at page 701) : [49] We are of the view that the court may only stay a proceeding pending the outcome of a review application in the Federal Court pursuant to the court s inherent power under O. 92 r. 4 of the RC, so as to prevent injustice and abuse of court process
In AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205, the High Court refused to stay legal proceedings against three individual defendants pending the expiry of a restraining S/N ZN5YrpzkJUqtPylWelDseg order obtained by a company co - defendant. The court opined (at page 216) : [28] I am of the opinion that the court may only stay a proceeding pending the outcome of a certain event pursuant to the court s inherent powers under O. 92 r. 4 RC so as to prevent an injustice and / or an abuse of court process. Legal principles relating to conversion of originating summons to a writ action
A matter begun by way of originating summons may be converted to a writ action pursuant to Order 28 rule 8 of the Rules of Court 2012, if
A conversion would only be granted if there are serious disputes of fact or conflict of evidence that could only be resolved by oral evidence from witnesses. In Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 at 227, the Supreme Court granted a conversion application because there were allegations of fraud. The court held that the conflict of evidence can only be properly and satisfactorily resolved if oral evidence is adduced and witnesses cross - examined.
For matters relating to the CA 2016 which must be commenced by way of originating summons pursuant to Order 88 of the Rules of Court 2012, the court should be slow in allowing any conversion of the matter to a writ action. In Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286, the High Court dismissed an S/N ZN5YrpzkJUqtPylWelDseg application to convert an originating summons for minority oppression. The court said : [26] As Order 88 is a specific provision catering for proceedings under the Companies Act, it is my view that Courts should be slow to exercise its discretion under the general provision found in Order 28 Rule 8 of the ROC to treat or continue proceedings that are specifically required to be commenced by originating summons, as if it was begun by way of a writ. Courts should only do so if it is necessary to ensure a just disposal of the action. [27] It may be quite different if there was a need to subpoena unwilling witnesses from whom affidavits cannot be secured. If that be the case, and the testimony of such witnesses are relevant, it may well warrant continuing the originating summons as if it were begun by way of a writ. Such, however, was not the problem in the present case.
Additionally, where contemporaneous documents are available, such documents ought to be given preference over oral evidence. In WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458, the High Court dismissed an application to convert a minority oppression action that was commenced via originating summons to a writ action. The court stated the following concerning the reliability of contemporaneous documents : [16] Firstly, from the cause papers and the exhibits filed herein, this Court finds that the advantage it has in both the Originating Summonses comes in the form of ample contemporaneous undisputed documents such as the e - mails, minutes of meetings and the Constitution in support of and relevant to all the averments and issues raised. It is the finding of this Court that the entire dispute herein circles around those documents. Document more often than not speaks louder than words with the exception such as fraud and misrepresentation. It is trite that when contemporaneous documents are available, it would be more reliable to refer to the contemporaneous documents than to believe a party s version as stated in the affidavit. When there are disputes of facts, the Court will look at contemporaneous documents. The principle is, he who asserts must prove and the landing will go towards the facts supported by those documents. Reasonable inferences can be made when one asserts and if no documentary evidence is adduced to support such assertions then the averments made in the affidavits become unsubstantiated statements. S/N ZN5YrpzkJUqtPylWelDseg But it does not mean that when there are no supporting documents, viva voce evidence must be automatically called for. It cuts both ways. No justification to stay the legal proceedings herein
I see no good reason to stay the legal proceedings herein. First, there is no stay of execution of the leave order and the Defendants never applied for such a stay. There is an appeal against the leave order, but the appeal does not operate as a stay of execution. P is therefore entitled to proceed with the current proceedings pursuant to the leave order.
Second, there is no injustice arising from the current civil proceedings. The Defendants have not shown any evidence of injustice from continuing with the present proceedings.
Third, this court is the appropriate forum to hear the present dispute between the parties. This is because the leave order expressly allows for P to file legal proceedings at the Kuala Lumpur High Court. As early as August 2024, when the leave application was served on the Defendants, they knew that the present proceedings would be filed at the Kuala Lumpur High Court. Yet, they did not raise any issues then.
As for the contention that the winding - up court (i.e. the Shah Alam High Court) maintains supervisory jurisdiction over the acts of the 1st and 2nd Defendants, such contention is baseless. This is because the liquidation of P has come to an end, and the 1st and 2nd Defendants are no longer court officers. In fact, the winding - up court (i.e. the Shah Alam High Court) recognised that there is nothing for the court to supervise. S/N ZN5YrpzkJUqtPylWelDseg
The Defendants argue that the OS should be stayed because if they succeed in their appeal against the leave order, and without the leave order, this court would not have the jurisdiction to hear the OS. This argument is untenable as the Defendants did not apply for any stay of the leave order in the winding - up court (i.e. the Shah Alam High Court). Thus, until and unless the leave order is set aside by the Court of Appeal, this court remains vested with the jurisdiction to hear the OS.
The fact of the matter is that the Defendants sat idle for almost two months after the leave order was granted on 12.12.2025. They only sought a stay of the OS on 9.2.2026. If the Defendants were genuinely concerned with the preservation of their appeal, they would have applied to stay the leave order or applied to stay these proceedings earlier.
On the matter of delay in applying for stay of proceedings, the High Court in SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 held : Clearly, there has been considerable delay on the part of the defendant in filing the application for stay of proceedings. But, according to learned counsel for the defendant, delay should not be a ground for dismissing the stay application. I disagree. In my view, delay is definitely an important factor to be considered in an application for stay of proceedings. Indeed, delay could in certain circumstances even be fatal to an application for stay of proceedings. The other important factor is the overall conduct of the defendant.
The Defendants assert that their appeal will be rendered nugatory if a stay is not granted, and that is sufficient to warrant a stay. I disagree. If the Defendants succeed in their appeal against the leave o current action simply fails. There is nothing to stop the Defendants from S/N ZN5YrpzkJUqtPylWelDseg applying for court sanction in respect of the 1st and 2nd remuneration.
In Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980, the defendant applied to stay a derivative action on the grounds that there was a pending appeal against the leave order to commence the derivative action. The defendant argued that its appeal against the leave order would be rendered nugatory if the Court of Appeal set aside the leave order. In dismissing the stay application, the High Court said : The nugatory argument put up by the Defendants is illusory. Even if the appeal is in favour of the Defendants, it is not worthless or the Defendants cannot be put in its former position. This is because, the Leave Order is merely a precursor to the Suit that the Defendants are facing. It would simply
The Defendants complain that time and effort will be wasted, if their appeal against the leave order is allowed by the Court of Appeal. However, the possibility that there might be a waste of time and costs is insufficient. In Conweld Engineering (supra), the High Court dismissed the argument that wasted time and expenses constitutes special circumstances : While this Court appreciates the altruistic concern of the Defendants in wanting judicial time to be channelled to other cases, such a concern does not amount to special circumstances. [19] Issues of expenses being wasted if the appeal is successful cannot amount to special circumstances as it is part and parcel of the cost of litigation. [20] Time and again Trial Court have been reminded to not casually grant stay applications as it will result in cases being kept abeyance without any conclusion S/N ZN5YrpzkJUqtPylWelDseg
In the premises, the stay application ought to be dismissed. No justification to convert the originating summons
The following facts regarding the conversion application are noteworthy :
Firstly, the 5.5.2026 hearing date of the OS was scheduled as early as 28.1.2026;
Secondly, the conversion application was only filed on 30.3.2026, almost two months after the Defendants filed the stay application; and
Thirdly, the conversion application was filed because the Defendants could not get the 5.5.2026 hearing date of the OS to be postponed, pending the determination of the stay application.
Having regard to the above, it seems to me that the conversion application was filed to delay the hearing of the substantive dispute between the parties. This is an abuse of the process of the court, and should not be countenanced by the court. In any event, there is no good reason to convert the OS to a writ action.
First, the underlying dispute relates to a matter under the CA 2016. The proper way to determine the matter is by way of originating summons. As alluded to earlier, Order 88 of the Rules of Court 2012 is a specific provision catering for proceedings under the CA 2016. The court should be slow to exercise its discretion to treat or continue proceedings that are S/N ZN5YrpzkJUqtPylWelDseg specifically required to be commenced by originating summons, as if it was begun by way of a writ.
Second, there are no serious disputes of fact or conflict of evidence which necessitate the calling of witnesses to give oral evidence. The material facts are not in dispute. Notably :
The total sum of RM 6,052,481.05 was caused by the 1st and 2nd Defendants to be paid out of P liquidation trust accounts to D3 bank account;
No committee of inspection was ever formed;
No approval from the creditors was ever sought; and
The 1st and 2nd Defendants had never filed any application for the court to determine their remuneration pursuant to section 479
of the CA 2016.
The only dispute here concerns issues of law and the interpretation of section 479 (2) of the CA 2016. To wit, whether the Defendants were entitled to self - remuneration without recourse to section 479 of the CA
2016.
Where an issue involves construction of statute, evidence of witnesses is of no relevance. The Court of Appeal in Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 at 115, concerning the interpretation of the Capital Markets and Services Act 2007, said : S/N ZN5YrpzkJUqtPylWelDseg [47] Firstly, although this may be a novel point of law, it does not justify it going to trial as the facts are not in dispute. The issues are in relation to the interpretation of ss 357 and 360 of the CMSA, therefore it concerns the construction of the relevant sections of the CMSA. Evidence of witnesses with regard to the construction of provisions of the CMSA is of no effect and irrelevant.
Third, both parties have exhibited ample contemporaneous documents. In this respect, P has exhibited three volumes of documents (Enclosures 3 to 5), and the Defendants have exhibited nine volumes of documents (Enclosures 9 to 17). These documents include letters, emails, minutes of meetings, reports, etc.
According to P affidavit in reply dated 9.2.2026 (Enclosure 9) admits in whole or in part paragraphs 6 to 18, 20 to 27, 30 to 39, 41 to 48, 50 to 83, 89 (save for sub - paragraph 89 (d)), 91 (a), 92 to 94, 96, 97 to 107, 109 to 122, and 124 to 134 of P s affidavit in support dated 15.1.2026 (Enclosure 2). Approximately 114 of the 157 paragraphs affidavit in support are admitted, in whole or in part. Thus, there is no substantial dispute of the evidence.
The Defendants allege that the amount of remuneration of the 1st and 2nd Defendants needs to be determined at a trial. I disagree. The courts have easily determined remuneration by way of affidavit evidence alone. Some examples are set out below.
In Probis Financial Services Pty Ltd (administrators appointed) v City Credit Investment Bank Ltd [2024] 12 MLJ 832, the liquidator applied to the High Court for approval of his remuneration. The court decided the application based on the details set out in the affidavit of the liquidator, where this was S/N ZN5YrpzkJUqtPylWelDseg calculated based on time spent, with a breakdown of expenses and costs.
In Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd, via Kuala Lumpur High Court Companies Winding - Up Petition No. : WA - 28 NCC - 1089 - 11 / 2024, the High Court determined the remuneration of the interim liquidators based on the documents filed by them via affidavit. The court imposed a discount of 25 % on the time costs charges.
In Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food Industries Sdn Bhd [2025] MLJU 1863, the High Court found that there was no need to convert the originating summons for determination of remuneration of a judicial manager to a writ action. The court said that documentary evidence, not oral testimony, is the appropriate means of proving remuneration claims by insolvency practitioners.
In any event, the Defendants will have to return the monies taken by them to P first, before any determination on remuneration can be made. On this aspect, I am guided by the Court of Appeal decision in Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189, which ordered : 8] We allow the appeals by the liquidator in respect of the further remuneration appeals to the extent only that the applications for further remuneration are remitted to the High Court to be taxed in full ONLY AFTER and provided that full repayment by the liquidator of the monies drawn and retained by him, to the respective companies that are owed such monies, through S/N ZN5YrpzkJUqtPylWelDseg the current liquidator is made within 30 days of the service of the sealed order on
To conclude, as there is no need for any witnesses to be called to give oral evidence on issues of law relating to section 479 (2) of the CA 2016, the conversion application ought to be dismissed. remuneration
Section 479 (2) of the CA 2016 reads : A liquidator other than the Official Receiver shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by -
an agreement between the liquidator and the committee of inspection, if any;
where there is no agreement or where there is no committee of inspection, a resolution passed at a meeting of creditors by a majority of not less than three - fourths in value and one - half in number of the creditors present in person or by proxy and voting at the meeting and whose debts have been admitted to vote, which meeting shall be convened by the liquidator by a notice to each creditor to which notice shall be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by him; or
if the agreement or determination under paragraph (a) or (b) fails, the Court.
A private liquidator is entitled to receive remuneration pursuant to section 479 (2) of the CA 2016, which provides for a three - tiered requirement. The requirements are as follows :
Agreement between the liquidator and the committee of inspection; S/N ZN5YrpzkJUqtPylWelDseg
In the absence of the above, a resolution passed at a meeting of creditors by a majority of not less than 75 % in value and 50 % in number of the creditors present and voting at the meeting; and
Where both the above fail, the court shall determine the remuneration.
It is a three - tiered requirement, where the third tier of determination by the court can only be invoked if the first and second tiers could not be met. In Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279, concerning an application to set aside a court order which allowed a liqu , the High Court stated the following concerning the three - tiered requirements under section 479 (2) of the CA 2016 : In other words, a reading of the said section 479 (2) of the Companies Act 2016 mandates that there must either be (i) an agreement with the Committee of Inspection (COI) as to the Liquidators fees or alternatively (ii) a resolution passed at a meeting of creditors in accordance with subsection 479 (2) (b) of the Companies Act 2016 before the court may determine the Liquidators remuneration. I am of the view that the failure to comply with either of the above sub sections will render this court being unable to hear the application due to the express words in sub section 479 (2) (c) of the Companies Act 2016 which clearly specifies if the agreement or determination under paragraph (a) or (b) fails, the Court which indicates that only if either sub section (a) or (b) fails, then and only then will the court be able to determine the salary or remuneration of a liquidator
Rule 142 (3) of the Companies (Winding - Up) Rules 1972 provides It reads :
Remuneration of liquidator S/N ZN5YrpzkJUqtPylWelDseg
If there is no committee of inspection the remuneration of the liquidator shall, unless the Court shall otherwise order, be fixed by the scale of fees and percentages for the time being payable on realizations and
The said scale of fees can be found in Tables B and C of the Second Schedule of the Companies (Winding - Up) Rules 1972.
It is mandatory for a liquidator (other than the Official Receiver) to comply with the requirements under section 479 of the CA 2016, before he can obtain any remuneration. This is regardless of whether the liquidator is seeking remuneration by way of percentage or otherwise. I refer to the following authorities.
First, the Court of Appeal decision in Ong Kwong Yew (supra). The facts of that case are as follows :
A petition to wind up the companies. The court found that the companies ought to be wound up on just and equitable grounds, and appointed a private liquidator over the companies.
The liquidator took control over the companies, and tried to maintain the businesses of the companies. In relation to the work done, the liquidator withdrew monies from and remunerated himself without the consent of the shareholders or creditors.
The minority shareholders then applied to court to remove the liquidator. At the same time, they also applied to court for an S/N ZN5YrpzkJUqtPylWelDseg injunction to order the liquidator to refund the monies drawn. In response, the liquidator applied to court for sanction to allow the liquidator to retain the sums that had been drawn.
The High Court allowed the removal application, but refused the the sanction application. Both the minority shareholders and the liquidator then appealed to the Court of Appeal.
On appeal, the Court of Appeal allowed the appeal against the , but This was on the basis that a liquidator cannot unilaterally remove any money from the company without the consent of all the contributories or the sanction of court, and a liquidator cannot seek retrospective sanction for any monies that were unilaterally removed.
- compensation, the Court of Appeal held : We are of the considered view that while the order of the Court envisages that the liquidator must be paid remuneration for the work undertaken, that sum is not to be determined or removed from the account of the company unilaterally by the liquidator. The law envisages that the liquidator receives compensation in accordance with the provisions of the Companies Act 1965 ( CA 65 ) (which was in force at the material time). Any removal of funds by way of remuneration which is not in compliance with the Act would amount to a contravention [49] What is apparent from a consideration of the law is that the legislation does not conceive of a situation where a liquidator S/N ZN5YrpzkJUqtPylWelDseg simply helps himself to compensation without the consent of all the relevant creditors, or contributories in the instant case. Although the majority contributories took no issue with the quantum claimed, the minority contributories took strong objection. Moreover the fundamental basis for the removal application was that of bias on the part of the liquidator in favour of the majority contributories. Given the foregoing, the consent of the majority contributories did not, of itself, entitle the liquidator to contend that the payments he made to himself were approved. [50] A prudent liquidator, appreciating that he occupies a position of trust in relation to the company in liquidation, and that he is directly answerable to the court, would have taken the precaution of obtaining the sanction of the court.
In relation to the Court of Appeal held at [80] - [81] that the application was tainted and that it was made in bad faith. This is because the application was respect, sa were made out in contravention of [section 232 of the Companies
Second, the High Court decision in Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389, which for remuneration. It was held that the court is empowered to determine the remuneration of the liquidator by way of percentage or otherwise (at page 402) : [47] In the present application, the detail and satisfied that the time scale basis as submitted, is fair and reasonable when compared to remuneration by percentage basis. Section 232 (3) of the Companies Act 1965 clearly empowered the court to determine such S/N ZN5YrpzkJUqtPylWelDseg
A liquidator must show to the court that his remuneration is fair and reasonable. He cannot use the percentage rate listed in Tables B and C as a matter of right. This was held by the Court of Appeal in Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695 at 714 - 715 : ... Based on the above observation, we agree with learned counsel for the tabulated in Table C would produce an arbitrary result which is impractical and could hardly produce a fair remuneration. It could produce a scanty or unnecessarily large amount of remuneration that does not reflect commercial reality. If the percentage listed in Table C is allowed to be used as an inflexible rule, it will cause the remuneration of the liquidators to be solely dependent on the size of the estate and not on the merits of the work done, an unfair situation when a liquidator has to handle a company that has a little or no assets at all. [42] Therefore, we find that the usage of the percentage listed in Table C should not be allowed as a matter of right. In this appeal, the enormous amount of RM 9,296,304 claimed by the liquidator as a remuneration which was totally dependent on the usage of the percentage listed in Table C is unwarranted. Confirming the remuneration claimed for by the liquidator without sufficient justification would go against the overriding principle of fairness and reasonableness, and further bypass the requirement for the liquidators to properly account for their actual work done. As an officer of the court who is entrusted to deal with WCSB s property, the liquidator holds a fiduciary duty to account for all proceeds acquired from the assets of the company. In implementing the duty, the liquidator should be transparent and accountable in all aspects of insolvency practice. [43] as a rubber - stamp in confirming any remuneration claimed by a liquidator. Even though the particular claim is unchallenged or has been predetermined by the COI, it will not in any way absolved the each and every claim for sanction by a liquidator or the application to confirm or vary the remuneration of a liquidator by the minority contributories that come before it. In short, the court will be shirking its responsibilities if it allows an S/N ZN5YrpzkJUqtPylWelDseg
In determining what is fair and reasonable, reference can be made to the Singapore High Court case of Re Econ Corp Ltd (in provisional liquidation) (No 2) [2004] SGHC 49. That is a decision which was referred to by the Court of Appeal in Emiprima (supra). There, the Singapore High Court set out the following guiding principles to be taken into account in determining a fair and reasonable remuneration for a liquidator :
the value contributed - what difference the liquidator has made to the matter;
the time spent - the importance will vary from case to case, from being a possibly critical factor in one case to just another matter for consideration in another;
the rates - in the absence of acceptable guidelines it cannot be accepted at face value.The rates to be determined as fair and reasonable by the court depends on complexity or otherwise of the case;
firm, subject to strict proof;
the scope of work - it is important to understand the functions and responsibilities of the liquidator;
the disbursements - there must be some measure of restraint and discipline over how disbursement items are recouped and accounted for; and S/N ZN5YrpzkJUqtPylWelDseg
in summary, it remains open for the court in any matter to decide whether the basis for the remuneration ought to be on a time basis, a realisation basis or an all - encompassing basis absorbing all or a combination of the criteria identified. The guidelines are not immutable rules.
The facts of Re Econ Corp (supra) are as follows :
Provisional liquidators were appointed over a company that was wound up pursuant to a creditors voluntary winding up. The appointment was short lived as the company was placed under judicial management less than two months later, and the provisional liquidators were displaced.
The provisional liquidators then applied to court to determine their remuneration for work done during the provisional liquidation period. In support of the application, the provisional liquidators exhibited a summary of work done with details on the number of staff, total hours spent, charge - out rates and total costs.
When the application for remuneration was opposed for lack of particulars, the provisional liquidators provided a further breakdown of the actual number of hours spent and the actual time cost incurred for each task in the different categories of work.
After examining the relevant law of various jurisdictions relating S/N ZN5YrpzkJUqtPylWelDseg remuneration, the Singapore High Court set out the relevant guiding principles alluded to earlier.
In respect of the provisional the Singapore High Court held that it was clearly inadequate and unsubstantiated. Notwithstanding the further breakdown provided by the provisional liquidators, the court was still unsatisfied with it for the following reasons :
First, the provisional liquidators did not spell out with any degree of clarity or precision the complexities of the matter involved, the effectiveness of what was done, the responsibilities of each of the persons involved, their qualifications, expertise and experience and so on. The Singapore High Court stated that merely listing the persons, the number of hours worked by them and then appending the amounts claimed, decidedly does not amount to adequate material for a proper determination to be made.
Second, there was no effort to explain the details of the work purportedly done. For example, where the provisional discussing with the directors ... - , the Singapore High Court held that the provisional liquidators are under an obligation to condescend into further details and particulars.
Third, there is insufficient evidence to support that the - out rates are reasonable. This was because it is not apparent what market forces have S/N ZN5YrpzkJUqtPylWelDseg been involved in settling the charge out rates for each of the individuals concerned.
At the end of the judgment, the Singapore High Court included an appendix where it observed by insolvency practitioners seeking approval for practitioner to explain the following details :
an overview of the case,
explanation of office - holders charging and disbursement recovery policies,
narrative description of work carried out,
time and charge - out summaries,
disbursements, and
supporting documents.
Furthermore, a liquidator must seek approval pursuant to section 479
of the CA 2016 not only in respect of his professional fees, but also any disbursements and expenses incurred. I refer to the following authorities.
First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the bank 987,187.50 and incurred expenses of SGD 35,603.75.
Second, the High Court decision in Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan Kheng Guan & Ors S/N ZN5YrpzkJUqtPylWelDseg [2025] MLJU 1874. There, the court granted an application by the former liquidator of the company for payment of remuneration of his professional fees (RM 54,873.51) and legal fees expenses (RM 10,000.00). The court explained that the incurred, as a result of performing the duties and obligations of a creditors, the court w (including expenses) was reasonable. The 1st and 2nd Defendants breached section 479 (2) of the Companies Act 2016
Having regard to the above, it is untenable for the 1st and 2nd Defendants to contend that they are able to remunerate themselves without compliance with section 479 (2) of the CA 2016. To wit, either by:-
obtaining approval from the committee of inspection; (b) obtaining approval from creditors at a creditors meeting; or (c) where both the above fail, obtaining approval from the court.
In Perumahan NCK (supra), the High Court interpreted both section 232 (3) of the Companies Act 1965 (in pari materia with section 479 of the CA 2016) and rule 142 of the Winding - Up Rules 1972. The court concluded (at page 396) : [15] It is clear that under s 232 (3) of the Companies Act 1965 and r 142 (3) of the Companies (Winding Up) Rules 1972, Liquidators are entitled to be paid remunerations for their works done on behalf of the court and the court has jurisdiction to determine the liquidators remunerations. [20] Generally, a liquidator is not entitled to be paid until the liquidation is completed to the core (see Re New Zealand Times Co [1941] NZLR 677). However if the winding up process is unduly protracted, the liquidator may S/N ZN5YrpzkJUqtPylWelDseg apply from time to time to the court to sanction payments provided evidence is led to show the actual work done up to the date of the application,
The Defendants have advanced that there must be a harmonious interpretation of the CA 2016 and the Winding - Up Rules 1972. They contend that where there is no committee of inspection and where there are no creditors, limb (c) of section 479 (2) of the CA 2016 also would not apply. I disagree.
If it is correct that a liquidator does not need to seek the court s determination at all in a situation where there are no committee of inspection or creditors, it would mean that a liquidator in such situation can arbitrarily charge any fees as he wishes. This cannot be the case as the three - step process under section 479 (2) of the CA 2016 is meant to act as a check and balance on is allowed to receive remuneration without approval, it would render section 479 (2) of the CA 2016 redundant.
The Defendants aver that section 479 of the CA 2016 must be read with the Companies (Winding - Up) Rules 1972, especially rule 142 (3) which allows them to use the scale fees and percentage. That is correct. However, when both provisions are read together, it would mean the following :
First, the liquidator may calculate his remuneration by way of scale fees and percentage. S/N ZN5YrpzkJUqtPylWelDseg
Second, after the calculation, the liquidator must then seek approval for his remuneration through the three - step process under section 479 (2) of the CA 2016.
In so far as the scale fees are concerned, Tables B and C set out a range of percentages (4 % to 6 %) that may be charged by a liquidator.
assets are converted into cash. I refer to the High Court case of Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530, concerning an application to void a realisation fee of RM 469,631.79 imposed by the Director General of Insolvency. The facts of the case are these :
The Registrar of Societies cancelled the registration of a church and directed the Director General of Insolvency to wind up the affairs of the church.
The church appealed against the cancellation to the Minister of Home Affairs. Pending appeal, the Director General of Insolvency took steps to take over the church s assets and wind up the affairs of the church. This entailed the Director General of Insolvency arranging meetings, issuing letters and collecting S/N ZN5YrpzkJUqtPylWelDseg
The Minister of Home Affairs subsequently allowed the appeal. The church then requested the Director General of Insolvency to return all assets including the cash.
Out of the RM 11.7 million cash collected by the Director General of Insolvency, only RM 11.2 million was returned to the church. The Director General of Insolvency claimed that the shortfall of RM 469,631.79 shall be kept by the Director General of rule 195 and the Second Schedule, Table C of the Companies (Winding - Up) Rule 1972.
The office bearer of the church filed legal action to void the realisation fees imposed by the Director General of Insolvency.
The High Court granted the application and agreed with the church that there was no basis for the Director General of Insolvency to impose any realisation fee. This was because realisation fee could only be imposed if there was a realisation of assets by converting the assets to cash.
The High Court said (at page 549) : [43] In this respect this court is in agreement
of Table C of the Second assets from its current form into the form of money or cash.
The Director General of Insolvency claimed that the realisation S/N ZN5YrpzkJUqtPylWelDseg winding up of the society including, among others, calling for a meeting with the office bearers of the society, obtaining information and relevant documents relating to the society, requesting for the monies of the society to be handed over to the [Director General of Insolvency] and issued letters to the banks holding the monies of the society instructing the banks to close
The High Court disagreed and that the Director General of Insolvency could impose realisation fees when only money was credited into the estate of the society and there was no realisation of assets.
Similarly, in the present case, there was never any realisation of assets. Yet, the 1st and 2nd Defendants utilised Tables B and C to calculate their own remuneration based on alleged recovery of assets, interest earned from fixed deposits, sales revenue, etc. and labelled them as recovery f To illlustrate :
First, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 982,083.56 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. However, there were never any assets realised in the first place. S/N ZN5YrpzkJUqtPylWelDseg
Second, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 36,537.84 based on interest generated fixed deposit. Again, this is not realisation of assets.
Third, the 1st and 2nd Defendants claimed recovery fees of RM They calculated the sum of RM 1,609,320.12 based on 6 % of the first RM 50,000.00 allegedly recovered, 5 % on the second RM 50,000.00 allegedly recovered, and 4 % on the balance amount allegedly recovered. Again, there were no assets realised here.
The question arises as to whether the 1st and 2nd Defendants could use Tables B and assets, when there was no realisation of assets at all. Even if the 1st and 2nd Defendants are justified in using Tables B and C, the range of percentages under Table B and C is just a means to calculate the amount. It does not mean that the 1st and 2nd Defendants could help themselves to the calculated sum without going through the three - tiered process under section 479 (2) of the CA 2016.
The 1st and 2nd Defendants ought to know of the need to seek approval in accordance with section 479 (2) of the CA 2016 after calculating the amount. This is because the 2nd Defendant had filed a similar application in the liquidation of a separate company. This can be seen from the High Court case of FGP Ventures (supra), where the 2nd Defendant in his capacity as the interim liquidator of the company applied for remuneration under section 479 (2) of the CA 2016. To elaborate : S/N ZN5YrpzkJUqtPylWelDseg
On 10.12.2024, the 2nd Defendant and another were appointed as interim liquidators of the company, FGP Ventures Sdn Bhd. However, the interim liquidation order was stayed just slightly over two months later on 25.2.2025.
The 2nd Defendant and the other interim liquidator then attempted to apply for their remuneration in the sum of RM 536,537.95 for the period of slightly over two months (first period). The 2nd Defendant and the other interim liquidator also applied for their remuneration in the sum of RM 18,444.00 for the period after the stay for handing over documents (second period).
The 2nd Defendant and the other interim liquidator calculated their remuneration based on time cost. They then filed an application to the court to allow remuneration of their time costs in the sum of RM 465,237.50 (for the first period) and RM 15,300 (for the second period). Also disbursements in the sum of RM 10,267.45 (for the first period) and RM 1,920.00 (for the second period).
The High Court found that the total charges of the 2nd Defendant and the other interim liquidator short period of time, did The court imposed a discount of 25 inject some fairness into these large claims incurred over a relatively short period of S/N ZN5YrpzkJUqtPylWelDseg
The High Court also excluded some of the claims by the 2nd Defendant and the other interim liquidator. These included :
Work allegedly done before the interim liquidator provided security to the Official Receiver in accordance with section 478 (1) of the Companies Act 2016; and
Costs of support or administrative staff. This is because these categories of claims should be considered as part of
While the 2nd Defendant and the other interim liquidator have filed an appeal against the High Court decision in FGP Ventures (supra), the decision is nonetheless relevant to show that the 1st and 2nd Defendants in the present case ought to have known of the necessity to apply to court to determine their remuneration. Disbursements and expenses incurred by liquidators are still subject to compliance with section 479 (2) of the Companies Act 2016
The Defendants argue that any approval in accordance with section 479 (2) of the CA 2016 is only applicable to remuneration of professional fees, and not to disbursements. They provided two categories. Namely:-
a remuneration portion of RM 4,026,523.29, which represents the ; and (ii) a disbursements portion of RM 2,025,957.76, which represents the disbursements and expenses incurred by the liquidators during the liquidation exercise. They contend that even if there is a need for them to seek approval in accordance with S/N ZN5YrpzkJUqtPylWelDseg section 479 (2) of the CA 2016, the approval only applies to the remuneration portion and not the disbursements portion.
I disagree. T and disbursements. . It is immaterial whether the money received by the Defendants represent remuneration for professional fees or reimbursement for disbursements. This is because all payments to the 1st and 2nd Defendants are subject to compliance with section 479 (2) of the CA 2016, which does not make any distinction between remuneration of professional fees and disbursements.
Regardless of whether the remuneration is for professional fees or disbursements, it is necessary for the liquidator to seek approval in accordance with section 479 (2) of the CA 2016. Instances where a liquidator applied to court pursuant to section 479 of the CA 2016 for payment of his professional fees and disbursements can be seen in the cases referred to earlier.
First, the High Court decision in Probis Financial Services (supra). There, the court granted an application by the interim liquidator of the company for remuneration in the sum of SGD 987,187.50 and expenses in the sum of SGD 35,603.75.
Second, the High Court decision in Khor Yong Yong (supra). There, the court granted an application by the former liquidator of the company for remuneration in the sum of RM 54,873.51, and legal expenses in the sum of RM 10,000.00. S/N ZN5YrpzkJUqtPylWelDseg
Third, the High Court decision in FGP Ventures (supra), where the 2nd Defendant in the present matter and the other interim liquidator applied to court for reimbursement of their time costs and also disbursements in the total sum of approximately RM 12,000.00. These disbursements include printing, stationary,
In any event, a substantial portion of the RM 2,025,957.76 disbursements and expenses. This is because it comprises monthly management f 53,000.00 per month from July 2022 to December 2023.
management f 1st and 2nd Defendants se escribed management f
of the CA 2016.
The Defendants sought to demonstrate the reasonableness of the liquidator fees and disbursements that were unilaterally drawn by them. However, the 1st and 2nd Defendants did not seek any application pursuant to section 479 (2) (c) of the CA 2016 for this court to determine their remuneration. I therefore refrain from making any determination on the reasonableness or otherwise of their remuneration in these proceedings.
Actually, the Defendants have taken the position on affidavit that the issue of their remuneration can only be dealt with by the winding - up court. (See paragraph 7 of their affidavit dated 30.3.2026 in Enclosure 22). S/N ZN5YrpzkJUqtPylWelDseg Recall that the 1st and 2nd Defendants had filed the motion for direction at the winding - up court (i.e. the Shah Alam High Court) to validate their remuneration. They have also appealed to the Court of Appeal against the dismissal of the motion for direction. Estoppel cannot operate to defeat statutory provisions of the law
The Defendants argue that P or its then majority shareholder, Kubah, are estopped from challenging the Defendants from receiving payment. They 1st and 2nd Defendants , and had full knowledge of all expenses paid. Hence, P is now estopped from taking an inconsistent interpretation.
However, P and its then majority shareholder had never accepted the 1st and 2nd Defendants dated 21.2.2024 written jointly by the then shareholders of P to the 1st and 2nd Defendants. Where the then shareholders of P stated that the 1st and 2nd Defendants c
In any event, any acceptance by P or its then majority shareholder does not mean that the 1st and 2nd Defendants need not comply with section 479 (2) of the CA 2016. The 1st and 2nd Defendants cannot rely on estoppel to sidestep the clear wording of statute.
In Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1, the Federal Court considered the issue of whether estoppel can be raised as a defence against compliance with the undue preference S/N ZN5YrpzkJUqtPylWelDseg provision under section 293 of the Companies Act 1965. The court held (at page 26) : of the CA read together with s 52 of the BA. These statutory provisions, as we have discussed earlier, are clear and unambiguous. Estoppel, being an equitable principle cannot operate to defeat clear statutory provisions of law. This settled principle of law was adopted by Edgar Joseph Jr in United Malayan Banking Corporation Bhd v Syarikat Perumahan Luas Sdn Bhd (No 2) [1988] 3 MLJ 352b when His Lordship ruled that accordingly fails since there cannot be an estoppel to evade the plain provisions of a statute, ... particularly when the non - compliance goes to the root of the thing
In the present case, the 1st and 2nd Defendants did not comply with section 479 (2) of the CA 2016, when they helped themselves to the said sum of RM liquidation trust accounts. There is no basis for them to claim that P is estopped from challenging the payment. Conclusion
For the reasons above, I dismissed the stay application and the conversion application. I allowed the OS and ordered the Defendants to return the said sum of RM 6,158,481.05 to P. I awarded costs to P in the following sums:- (a) RM 10,000 in respect of the OS; (b) RM 5,000 in respect of the stay application; and (c) RM 5,000 in respect of the conversion application. S/N ZN5YrpzkJUqtPylWelDseg Dated 11 May 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Nathalie Ker, Wong Chee Chien and Manveer Singh Bagry (Messrs. Lim Chee Wee) for the Plaintiff Dato Malik Imtiaz Sarwar, Lim Yvonne, Surendra Ananth and Harleen Kaur (Messrs. Vin Partnership) for the Defendants Case reference 1. Jagdis Singh Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47; [2013] 4 MLJ 213 2. Ling Peek Hoe & Anor v Golden Star & Ors [2020] 6 MLJ 689 3. AmBank (M) Bhd v Metal Reclamation (Industries) Sdn Bhd & Ors [2016] 10 CLJ 205 4. Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 5. Mohamed Zahid Yon bin Mohamed Fuad v Yakub bin Hussaini & Anor [2019] MLJU 1286 6. WTWT Sdn Bhd v Chew Meu Jong & Ors [2018] CLJU 1458 7. SCP Assets Sdn Bhd v Perbadanan Pengurusan Megan Avenue 1 [2017] MLJU 1081 8. Conweld Engineering Sdn Bhd v Low Terk Chen & Ors [2021] MLJU 2980 9.
Lai Soon Onn v Chew Fei Meng and other appeals [2019] 2 MLJ 96 Probis Financial Services Pty Ltd (administrators appointed) v City Credit
Investment Bank Ltd [2024] 12 MLJ 832
Finterra Global Plantations Bhd and others v FGP Ventures Sdn Bhd Adam Primus Varghese bin Abdullah (suing in his capacity as the former interim judicial manager of Khee San Food Industries Sdn Bhd) v Khee San Food
Industries Sdn Bhd [2025] MLJU 1863 Ong Kwong Yew & Ors v Ong Ching Chee & Ors [2018] CLJU 2247; [2018] MLJU 2189 S/N ZN5YrpzkJUqtPylWelDseg
Poly Ritz Development Sdn Bhd & Anor v Datuk Tee Guan Pian [2020] CLJU 2279
Perumahan NCK Sdn Bhd v Mega Sakti Sdn Bhd [2005] 7 MLJ 389
Emiprima Sdn Bhd v Wonderful Castle Sdn Bhd (in liquidation) [2023] 5 MLJ 695
Re Econ Corp Ltd (in Provisional Liquidation) (No 2) [2004] SGHC 49
Khor Yong Yong (Pelikuidasi Shigen Polycolor Sdn Bhd (Dalam Likuidasi)) v Tan
Kheng Guan & Ors [2025] MLJU 1874 Lim Geok Lan (sued as secretary and office - bearer of Gereja Perhimpunan Tuhan Grace Sungai Way / Subang Selangor) v Ketua Pengarah Insolvensi [2025] 11 MLJ 530
Silver Corridor Sdn Bhd v Gallant Acres Sdn Bhd & Anor [2016] 5 MLJ 1 Legislation reference 1. Sections 478 (1); 479 (2); 486 (2) and 487 (3) of the Companies Act 2016 2. Capital Markets and Services Act 2007 3. Sections 232 and 293 of the Companies Act 1965 S/N ZN5YrpzkJUqtPylWelDseg

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