Tan Ching Wee & 659 yang Lain-Lain v Gold Mart Sdn. Bhd. (WA-24NCC-304-05/2023)

BASIL THOMAS GIMINO

CHUA SENG WAI

ALAN CHUA SENG KIAT

LEUNG FOR SANG KWONG SHING

NWE NWE WIN

MUN SUK KEN

SAI SOO LIN [NO. K/P: 581127-04-5272]

MAK YONG HENG

SHAKILONE THARMASEELAN [NO. K/P: 921230-04-5375] …PENCELAH-PENCELAH YANG DICADANGKAN GROUNDS OF JUDGMENT Introduction [1] The Plaintiffs vide Enclosure 45 sought sanction to be issued by the Court for the Scheme of Arrangement (“SOA”) given that they have met the statutory majority of more than 75% of those attending the court convened meeting (“CCM”). I allowed the application. [2] Two (2) sets of Interveners who were allowed to participate in the proceedings in Enclosures 15 and 57 appealed against the decision of this Court – i) granting the sanction for the SOA; ii) dismissing leave application to proceed with existing legal proceedings against the Defendant; and iii) dismissing their application to be excluded from the SOA. Brief facts [3] The Plaintiffs are purchasers of units at Harbour City Resort @ Harbour City (“the Project”). [4] Due to delay in delivery of vacant possession of the units in the Project, the Defendant were liable for Liquidate and Ascertained Damages (“LAD”). [5] A proposed SOA was then filed by the Plaintiffs who comprised of 660 purchasers of the Project. The objective in a nutshell, was to see if the LAD payments due could be paid without compromising the ability of the Defendant to complete the Project. [6] On 12.06.2023, the Plaintiffs obtained leave to convene a CCM. A Restraining Order (“RO”) was also granted on the same day. Thereafter, the court convened creditors’ meeting under the proposed SOA was conducted on 08.09.2023. The SOA was approved by 80.02% of the scheme creditors. ENCLOSURE 45 Issue [7] The sole issue to determine is whether the Court is satisfied that the majority vote of 80.2% achieved at the CCM can be upheld and thereafter sanction the SOA. Analysis Salient features of the SOA [8] As at the Cut-Off Date (02.06.2020), the Defendant is indebted in the sum of RM108,749,518.51 as LAD to the purchasers (including the Plaintiffs) for late delivery of vacant possession. [9] Based on the Defendant’s projection, the cost to complete the Project is RM451.55 million. The Defendant has incurred liabilities of approximately RM184.65 million as at the Cut-Off Date for the construction of the Project. Upon the completion of the Project, the Defendant expects an inflow of RM678.75 million which comprises of the sales of unsold units and its investment properties, cash, bank balance and trade receivables. [10] As such, the Defendant expects a balance of RM42.55 million available for the Scheme Creditors, which is equivalent to 38% of the LAD owed to the Scheme Creditors. The Defendant will allocate sufficient units in the Project to satisfy 40% of the LAD amount. [11] The primary objective is to complete the Project and to ensure that the Scheme Creditors get the units they contracted to purchase and with a discounted amount of LAD. A payment of the full amount will cripple the Defendant rendering any revival of the Project academic. [12] Other salient terms of the SOA are: a) The total LAD as at the Cut-Off date shall be waived or reduced by 60%. b) The balance 40% outstanding LAD due to the Scheme Creditors as at the Cut-Off Date after item (a) above shall be settled by way of proceeds of sale of units in the Project allocated for this purpose (“the Assigned Properties”), subject to costs as explained in Section 4.2.3 (f) of the Explanatory Statemen (ES) (“the Settlement Sum”). c) Baker Tilly Insolvency Sdn Bhd (“BTInsol”) shall be the Scheme Manager to dispose the Assigned Properties pursuant to method of disposal as explained in Appendix 5 of the ES. d) The Defendant shall provide an irrevocable power of attorney to BTInsol to act as the Scheme Manager, where BTInsol shall be appointed to act as attorney of the Defendant for the purpose of disposing the Assigned Properties. This has been done and the Power of Attorney has been registered at the High Court of Malaya. e) BTInsol, in its capacity as the Scheme Manager shall act as stakeholder to receive and to hold the said proceeds in trust for the Scheme Creditors. f) The Defendant shall ensure that the proceeds recovered from the Assigned Properties is sufficient to settle the Settlement Sum. Legal considerations by this Court [13] The Federal Court in MDSA Resources Sdn Bhd V. Adrian Sia Koon Leng [2023] 7 CLJ 843 (FC) outlined three (3) stages that must be passed before a SOA is approved or sanctioned by a Court. They are: a) First, either the company, creditors, members of the company, liquidator or judicial manager may apply to the court for leave to convene a creditors’ meeting; (Stage 1-Convening a meeting); b) Second, the proposed scheme is presented at the meeting to be agreed upon by a majority of 75% of total value of creditors present and voting, either in person or by proxy; (Stage 2- Meeting); and c) Third, upon obtaining the requisite approval, a further order by the court is to be obtained to approve the SOA. (Stage 3-Sanction by the court). [14] From the terms of the proposed SOA, it is clear that the primary objective is to complete the Project to ensure that the Scheme Creditors get the units they contracted to purchase with a discounted amount of LAD. A payment of the full amount will cripple the Defendant rendering any revival of the Project academic. I don’t find this to be in any manner objectionable. Stage 1 and Stage 2 fulfilled [15] I am satisfied that the first two (2) stages have been complied with. To recap, I had granted leave for a CCM to be held and the said meeting was convened on 08.09.2023. [16] At the CCM, the SOA was approved by 80.02% of the Scheme Creditors. Thus, there is no further examination required on the first two (2) stages. Stage 3 considerations [17] The issue that I will have to consider at this stage is whether I can go on to approve the said proposed SOA. Classification [18] On the classification of creditors, Transmile Group Bhd & Anor V. Malaysian Trustee Bhd & Ors [2012] 9 CLJ 1071 is authoritative - “[44] In response to these contentions, the petitioners, the STL lenders and CB SPV maintain that the classification of all the respondents as creditors in one class is premised upon the law relating to classification as expounded in Re UDL Holdings Ltd (above). They deny that they enjoy any special or overriding interest in ensuring that the schemes should be sanctioned. Instead they point to the rule is that classification is based on the rights of the creditors and not interests. As set out above in Re UDL Holdings Ltd (above): ... The test is based on similarity or dissimilarity of legal rights against the company, not on similarity or dissimilarity of interests not derived from such legal rights. The fact that individuals may hold divergent views based on their private interests and derived from their legal rights against the company is not a ground for calling separate meetings. The question is whether the rights which are to be released or varied under the Scheme or the new rights which the Scheme gives in their place are so different that the Scheme must be treated as a compromise or arrangement with more than one class... [19] The current proposed SOA only deals with a single class of creditors. The singe class of creditor stems from the fact that all the interveners fall under the definition of a Scheme Creditor, which is defined as follows: “Unsecured creditors of GMSB, comprising the purchasers of units in Harbour City who entered into the Agreements prior to 2 June 2020. The claims by the unsecured creditors shall be subject to a POD verification exercise.”. [20] Therefore, by virtue of the Interveners being purchasers who entered into an Agreement to purchase the Units within the cut-off period makes them Scheme Creditors falling under the same classification as the Plaintiffs. [21] As such, I am satisfied that the proposed SOA is addressing the right class of creditors. [22] I do not accept the Interveners’ arguments that they no longer fall under the scheme because they have terminated the Sale and Purchase Agreement (“SPA”). With respect, I cannot accept the position they take as the terminations were unilaterally done. [23] To my mind, the Interveners fall squarely within the scheme by virtue of the definition of Scheme Creditors. Once the proposed SOA passes the requisite threshold of 75% of those who attended the meeting, the Interveners are bound by the proposed scheme and the terms stated in the said proposed scheme. Therefore, there is only one class of creditor under the SOA. Conclusion [24] Approving a SOA is “not a mere formality”. Instead, I must be satisfied not only that the procedural requirements for approval of the scheme by the company creditors have been satisfied, but also that the scheme, is, in substance, a reasonable one. [25] One of the standard tests to comply is whether the arrangement is such that an intelligent and honest man, a member of the class concerned and acting in respect of his interest, might reasonably approve. I find this test being satisfied. [26] Guided by the assessment of facts and the law as outlined in MDSA Resources Sdn Bhd v. Adrian Sia Koon Leng (supra) I therefore grant sanction as prayed in Enclosure 45. [27] I shall now deal with the challenges raised by each Interveners. Challenges raised by the Interveners [28] The Interveners in Enclosure in 15 and Enclosure 57 raised a myriad of issues in their quest to persuade this Court to not sanction the proposed SOA. However, only challenges which I deem to be worthy of consideration will be addressed in the following paragraphs. ENCLOSURE 15 Reliefs [29] The Interveners in Enclosure 15 filed this application claiming for inter alia the following relief: “Bahawa CHUA SENG WAI dan ALAN CHUA SENG KIAT adalah dikeluarkan daripada senarai pemiutang-pemiutang skim dan tidak tertakluk kepada Perintah bertarikh 12.06.2023 (Lampiran 12) dalam tindakan ini;” Background [30] On 30.07.2015, the Interveners in Enclosure 15 and the Defendant entered into a SPA for the purchase of commercial unit No.H-10-64 at Harbour City Resort @ Harbour City (“the said Unit”) at the purchase price of RM741,243.69 inclusive of GST. [31] Due to delay in delivery of vacant possession of the said Unit, the Interveners terminated the SPA and filed an action at Melaka Session Court. The Learned Session Court Judge had granted a Summary Judgment on 14.10.2022 to the Interveners. In essence, the Learned Session Court Judge affirmed the termination of the SPA is valid and the sum of RM704,181.52 to be refunded but the LAD claim was refused. Aggrieved, the Defendant appealed to the Malacca High Court. The matter has been stayed pending the determination of this current proceedings. [32] It is the Interveners’ case that they were wrongly included into the SOA as they no longer fall under the class of creditor in the SOA. Moreover, the SOA consist of terms that that they claim affects their civil rights. Issue [33] The issue to be determined is whether the Interveners should be excluded from the SOA on the basis that are no longer purchasers of the said Unit. Analysis Unequal treatment [34] The Interveners in Enclosure 15 argued that there were a number of purchasers who were allowed to terminate the SPA with the consent of the Defendant. [35] The Plaintiffs’ counsel however explained that about 10 to 15 purchasers had terminated the SPA with the Defendant. This was done way before the formation of the scheme. Furthermore, the said purchasers were compensated differently such as accepting substitute units in other projects. That was the reason why they were excluded from the proposed SOA. In other words, the said group of purchasers had been dealt with prior to the proposed SOA. [36] I must accept the explanation of the Plaintiffs. This is because the termination was mutual and was agreed upon before the proposed SOA was mooted. To my mind, rightfully, the latter category of purchasers have been rightly excluded from the proposed SOA. [37] It was also contended that the meeting was not told that there are certain purchasers who had entered into settlement agreement and they were treated differently. This according to the Interveners, would have impacted the meeting outcome as some of the purchasers did not know of the differing treatment given to different purchasers. [38] In response, Defendant’s counsel referred to an email from BTInsol prior to the meeting which stated purchasers whose SPA’s have mutually terminated have been taken out of the proposed SOA. As such, on record, the Defendant had been upfront on this issue. It was not something that was clandestinely done. [39] I accept the explanation of the Defendant’s counsel and the very fact that an email had been issued on this matter shows that the exclusion of certain groups of purchasers has been made known openly. No material information was kept away from the purchasers who voted at that the Meeting. [40] I find no merit in the arguments raised by the Interveners and I dismiss the Interveners’ applications (other than application to intervene for purposes of participating in the sanction application arguments). ENCLOSURE 57 Relief [41] The Interveners filed this application in this current proceeding, claiming for inter alia the following reliefs: a) to seek leave to continue the Civil Suit No.: MA-B52NCvC-35- 05/2023 in the Melaka Sessions Court (“the Melaka Suit”) filed by the Interveners against the Defendant, Dato’ Tan June Teng Colin, Dato’ Tan Ping Huang Edwin, CHY Architects Sdn Bhd and Messrs Hock & Associates; b) a declaration that the Interveners are allowed to proceed with the Melaka Suit against Dato’ Tan June Teng Colin, Dato’ Tan Ping Huang Edwin, CHY Architects Sdn. Bhd. and Messrs Hock & Associates; and c) the Intervener’s name be removed from the proposed SOA. Background [42] On 09.09.2017, the Interveners and the Defendant entered into a SPA for the purchase of commercial unit No. A-21-35 at Harbour City Resort @ Harbour City (“the said Unit”) at the purchase price of RM550,551.00 inclusive of GST. [43] Due to delay in delivery of vacant possession of the said Unit, the Interveners terminated the SPA and on 10.01.2023 filed the Melaka Suit claiming for refund of all monies paid amounting to RM349,328.96 as purchase price. [44] On 12.06.2023, RO was granted and the Defendant informed the Session Court about the said RO. Having been made aware of the RO, the Session Court stayed the Melaka suit pending the lapse of the RO. [45] Clause 3 of the RO stipulates as follows: “3.

GMSB for the amount owed to the Scheme Creditors for the liquidated ascertained damages pursuant to the

GMSB in respect of any claim or demand filed by Scheme Creditors against GMSB pursuant to the

GMSB in respect of any crystallized and/or contingent claims arising out of subsisting litigation initiated against GMSB.” [51] The term “agreements” is defined as follows in the proposed SOA: “The following agreements entered into between GMSB and the purchasers of units in Harbour City: a) Sale and purchase agreement; b) Deed of mutual covenants; c) Specific power of attorney; and d) Tenancy agreement.” [52] Clearly, the Interveners’ claims in the Melaka Suit arise from the above-mentioned agreements, and as such the Interveners shall receive the same treatment and carry out the same obligations stipulated as the other scheme creditors under the proposed SOA. [53] By virtue of clause 3.1.3(c), it is clear that the SOA covers any crystallised or contingent claims initiated against GMSB. This must include the Melaka suit. Interveners bound by the SOA [54] The importance of attending a CCM cannot be understated as the outcome of the voting is critical in determining whether a proposed SOA is approved. Non-attendance at the CCM must be taken as supporting the proposed SOA. (MDA Resources (FC)) [55] Thus, it is clear that the law places great importance on attending a CCM. If the outcome of the voting at the CCM achieves 75% support of those attending the CCM as stipulated under s.363(3) of the Companies Act 2016, the SOA is deemed to be approved. [56] It is not disputed that 80.2% of the Scheme Creditors who were present at the CCM voted in favour of the SOA. Given the classification of the Interveners as a Scheme Creditors, they are bound by the proposed SOA. [57] They attended the CCM and exercised their rights as scheme creditors by casting their votes during the said meeting. Hence irrespective of whether the outcome of the creditor’s meeting turned out to be in favour of the Interveners or not, they are bound by the decision of the majority of scheme creditors and is estopped from seeking leave to continue with the Melaka Suit. [58] A court in its supervisory role, should not override the majority views of the Plaintiffs as purchasers. This is especially because the entire scheme was initiated by the Plaintiffs as purchasers themselves. I cannot be swayed by the Interveners who formed the minority. Ultimately, it is the will of the majority that I must protect. Proposed SOA mandates the Interveners to withdraw all action against the Defendant [59] As the Interveners are bound by the SOA, they are required to withdraw the Melaka Suit. This is consistent with clause 4.2.3 (I) of the SOA which reads: “Within thirty (30) days from the Effective Date, the Scheme Creditors shall withdraw all existing and future legal and arbitration proceedings against GMSB and/or the directors and/or the officers and/or the shareholders of GMSB, with no order as to costs and execute the necessary documents/affidavits/applications etc., to be promptly filed with the relevant courts, statutory authorities etc., in order to give immediate effect to such withdrawals of legal and arbitration proceedings against GMSB and/or the directors and/or the officers and/or the shareholders of GMSB.”. [60] From a reading of the statement of claim of the Melaka Suit it is obvious that the Interveners are alleging conspiracy between the Defendant and the other defendants in the Melaka Suit against the Interveners. It is the Interveners’ claim that as a result of the conspiracy, they are entitled to terminate the SPA and are entitled to full LAD. [61] The net implication of granting leave to proceed with the other persons in the Melaka Suit has the same implication as allowing leave to be granted to the Interveners to continue with the suit against the Defendant. This is because the case for conspiracy and demand for LAD are interrelated. If a declaration is allowed and the suit is allowed to continue against the rest of the defendants, there will be adverse implications against the proposed SOA. [62] It is my view that the proposed SOA cannot be exposed to any risk of being disrupted by reason of any litigation or suits. In particular, if the outcome of the legal suit has a financial impact on the Defendant. [63] As such, I find no reason to grant a declaration as prayed by the Interveners in their application. Other considerations Claim purely monetary in nature [64] The Interveners contend that if the proposed SOA is sanctioned by this Court and is given effect, the Interveners would only be entitled to RM54,236.49 which is a far cry from the RM215,012.00 and RM3,715.60 as claimed by them. [65] It is beyond doubt that the motivation of the Interveners is purely for monetary reasons. It is not uncommon for interveners to seek intervention under the same reasons as seen in this current case. The reason is to avoid the cram down provision under s. 366(3) of the Companies Act 2016. The cram down provision has the effect of reducing the amount owed to the creditor. This is what the Interveners intends to avoid. Based on the SOA, the Scheme Creditors will be subjected to 60% reduction of the LAD should the SOA be approved and applied. [66] Where the creditor’s claim is purely monetary in nature, courts will unlikely grant leave. The English High Court in AES Barry Ltd v TXU Europe Energy Trading (in administration) [2004] EWHC 1757(Ch) is instructive where it held: “[14] ... where the creditors' claim is simply a monetary one, the court has to carefully scrutinise whether or not it is appropriate to allow that claim to be determined and enforced in advance of the achievement of the statutory purposes and the conclusion of the administration, either by a scheme or, if all else fails, by an order for the liquidation of the Company.” [24] It seems to me that it will only be in exceptional cases, and I do not rule out that there may be such cases, but it will be in exceptional cases that the court gives a creditor, whose claim is simply a monetary one, a right by the taking of proceedings to override and pre-empt that statutory machinery.” [Emphasis added] See also Re Top Builders Capital Bhd & Ors [2021] 10 MLJ 327 and Nortel Networks (Unite the Union and another v Nortel Networks UK Ltd (in administration) [2010] EWHC 826 (Ch). Ramifications of the legal suits [67] In considering this matter, I cannot disregard the potential outcome of the Melaka Suit. [68] If the decision is in favour of the Interveners, it would mean that the termination of the SPA by the Interveners is valid and the Interveners would be entitled to the judgment sum, thus depleting the assets of the Defendant which may be distributed to the scheme creditors under the SOA. Furthermore, if the Interveners are allowed to execute the judgment against the rest of the defendants in the Melaka Suit, the Interveners will be given an opportunity to circumvent the SOA, rendering it nugatory. [69] The Interveners rank equally as unsecured creditors together with all the scheme creditors under the SOA. Equity and fairness dictate that Interveners should not be afforded preferential treatment over other unsecured creditors. [70] As outlined above, given the outcome of the Melaka Suit will impede the success of the SOA, leave ought not to be granted. No exceptional circumstances to warrant leave [71] In Re Top Builders (supra), Ong Chee Kwan J dealt with an application for leave to commence legal action against the company. His Lordship held “leave will only be granted in ‘exceptional circumstances’ and the burden will be on the applicant to show so…”. [72] His Lordship went on to hold that leave will likely be granted “where the commencement or continuation of the legal proceedings does not impede the achievement of the scheme or where it would in fact facilitate and or assist towards the achievement of the scheme”. [73] The Interveners claim that the "exceptional circumstances” are: a) that the pleadings in the Melaka Suit have closed and pre-trial directions have been given; b) that the Melaka Suit is exceptional because the Interveners had already terminated the SPA. On the other hand, the Plaintiffs in this Originating Summons intend to proceed with their respective SPA pursuant to the terms and conditions of the proposed SOA; c) that the Interveners' claim in the Melaka Suit is not entirely a monetary claim as they are claiming for other declaratory reliefs as well; d) that the Melaka Suit is not only against the Defendant but also against two (2) of its directors, the Architect of the said Project and the Solicitors who prepared the SPA; e) the Melaka Suit is therefore not only premised on a breach of contract but also on professional negligence, conspiracy as well as fraud. Should leave be refused, the ambit of company law will be pushed beyond its parliamentary-determined limits to unjustly shelter entities and individuals which are not companies from litigation; f) that limitation will eventually set in and the Interveners will be deprived of their fundamental right to pursue legal action against the Defendant and all the other defendants in the Melaka Suit; and g) that the proposed SOA completely fails to consider the rights of purchasers who had terminated their respective SPA and as such are no longer bound by them. [74] I struggle to see how these are exceptional circumstances. The reasons outlined above are just restating the Interveners’ contention why they must be allowed to continue with the Malacca Suits. Reasons for declining the above grounds have been discussed in the preceding paragraphs. [75] Given that the Interveners are bound by the SOA, they are required to discontinue the Melaka Suit. This is consistent with clause 4.2.3 (I) where the Scheme Creditors are required within thirty (30) days from the Effective Date to withdraw all existing and future legal proceedings against the Defendant. Allegation of “Scam of Arrangement” [76] The Interveners argued that the SOA was but scam calculated to benefit the defendants in the Melaka Suit, including the Defendant. It was argued that the SOA would eventually lead to the Interveners being out of time to commence any action by reason of being time barred. This was the grand design of the defendants. [77] With respect, I find the argument lacking in merits right from the onset. It is wrong to insinuate that the defendants engineered their way into proposing the SOA. This is because of the SOA was applied by the Plaintiffs who are the purchasers of the units developed by the Defendant. It was not applied by the Defendant. [78] The majority of the purchasers who attended the meeting wanted to see the Project being followed up and continued albeit not in the most ideal way. The application to file for a SOA was made to court as provided under the law. The proposed SOA was by no means a scam. Such outlandish claims simply have no basis and is rejected. Discrepancy in the number of ballot papers [79] The Interveners informed the Court that police reports have been filed alleging that the CCM was held in a very questionable manner. Foremost, it was submitted that there was discrepancy on the number of ballot papers. The Interveners alleged that from their calculation, there were only 362 ballot papers. However, the scrutineers report stated that there were 754 ballot papers. As such, it was argued that there is a big discrepancy on this issue. [80] Counsel for the Plaintiffs in their reply submissions explained how the 754 ballot papers came about. The Court was taken on a step by step explanation and it was demonstrated by counsel. It was shown that there was no discrepancy as alleged. [81] It was explained that the number of ballot papers issued at the meeting was indeed 362 in number. Adding the 554 proxy forms, the number reached 916. However, within the 916, there were duplications of proxy forms totalling 138. Upon deduction of the duplicated proxy forms, the number was then reduced to 778 (916- 138). As there were 19 invalid forms and 5 abstentions, the final number of forms was 754 (778 – (19 +5) = 754). [82] The ability of counsel for the Plaintiffs to explain in clear terms and being able to justify to the Court with precision demonstrates the baseless issues raised by the Interveners. It was initially painted as serious discrepancy but when explained, there was nothing that counsel of the Interveners could respond to. It was all smoke without fire. Non-verification of the information contained in the Explanatory Statement (ES) [83] It was complained that the information in the Explanatory Statement (ES) had not been verified or confirmed as true. It was also alleged that none of the information contained in the ES had been independently verified by BTInsol. [84] In response to this complaint, it was highlighted by the Plaintiffs’ solicitors that the ES contained a declaration which reads as “the information in the ES in para 3 has been reviewed & approved by the board of directors at GMSB and they individually and collectively accept full responsibility for the accuracy of information contained herein and confirm that after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained in this ES misleading”. [85] In determining this issue, I refer to Top Builders Capital Berhad & Ors v. Seng Long Construction & Engineering Sdn Bhd & Ors. [2022] 3 MLRH 262 where the court held that there was no requirement for the information to be audited at the ES stage. I fully agree with the position taken by the court in Top Builders as it is the most practical position to take. If there is a need to verify each line of the ES, no proposed scheme can take off, defeating the intention of speedy solution that the SOA seeks to achieve. [86] The ES is merely a document that gives a general proposal of how the scheme would be carried out. It is also meant to be read by those interested at the CCM before they vote. If there were questions that arise as a result of the ES, an explanation can be obtained during the CCM. [87] The ES had been reviewed and approved by the Board of the Defendant and the directors of the Defendant have collectively accept full responsibility for the accuracy and information contained in the ES after having made all reasonable enquires. I find this to be sufficient for any party interested in the SOA to rely on. [88] The fact remains that the 80.02% of purchasers who attended the CCM on that day understood the terms contained in the ES and eventually approved the scheme. [89] I find no merit in the arguments raised by the Interveners on this issue and I reject it. Minutes [90] It was complained that there was no explanation in the minutes who the observers present at the meeting were. It was also raised that the minutes were not precise and was not properly taken down. None of the questions and answers given to the scheme of creditors had been listed down to show that it had been answered satisfactorily to the scheme creditors. [91] I do not consider this to be an issue that could vitiate the meeting and its outcome. The number of observers and whether they participated in the CCM is not relevant. Similarly, there is no requirement in the law to ensure minutes are to be exhibited or attached to ensure that the meeting was regularly carried out. [92] All that is required is a documentation of the proceedings which evidenced that outcome of the vote taken during the CCM. It must be stressed that the minutes of a CCM is not similar to a generic meeting minutes where follow up action and conformation of minutes would be taken in the next meeting. I find this issue to be trivial and ought to be dismissed. Other issues [93] The Interveners raised many other trivial issues which touched on the specific terms of the SOA itself. This included the calculation of LAD rate, bad reputation of the Defendant as seen in Facebook postings, the deliberate action to file the proposed SOA in Kuala Lumpur instead of in Malacca as well as other issues that do not in any manner dislodge the outcome of the voting on the said day. Whether the Defendant had a bad reputation or if there was an ulterior motive to file the action in Kuala Lumpur instead of Malacca would not have any bearing whatsoever to the outcome of the vote. The acid test being the surpassing of the mandatory threshold of 75% of the attending creditors. [94] I also take the position that those who attended the meeting were given ample opportunity to consider SOA. They then voted in favour of the scheme after considering the proposal put forward. The trivial issues merit no consideration and is collectively rejected. Finding [95] It is for the reasons discussed above that I find the application of the Interveners found in Enclosure 57 (other than application to intervene) to be without merits. [96] Simply put, the Interveners fall into the classification of a Scheme Creditor and must be bound by the terms of the SOA. [97] To allow the Interveners to restart their litigation in the Malacca Session Court would enable them to be carved out from the SOA. By doing so, it would make the Interveners preferential creditors. [98] It would also expose the SOA to failure as this would trigger a meltdown of the Scheme as the floodgates will be open to the 18% objecting Scheme Creditors to embark on a similar recourse. Conclusion [99] In conclusion, I allow Enclosure 45 with no order as to costs. Enclosures 15 and 57 (except application to intervene to participate in the arguments for issuance of Sanction under Enclosure 45) are dismissed with costs of RM 5,000.00. (AHMAD FAIRUZ BIN ZAINOL ABIDIN) Judge High Court of Malaya Kuala Lumpur Dated: 17th September 2024 Counsel Mark Ho and Eldarius Yong for the Plaintiffs Messrs. Chellam Wong Choong Jun Hong for the Defendant Messrs. Chee Siah Le Kee & Partners Ronald Ang for the 2nd and 3rd Interveners Messrs. Nora S W Lam & Associates WL Bong for the 4th and 5th Interveners Messrs. Bong & Partners Sanjay Nathan for the 6th, 7th and 8th Interveners Messrs. Saibullah M V Nathan & Co.