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BA-28NCC-547-10/2023 Kand. 42 | 03/11/2025 15:18:06 IN THE HIGH COURT OF MALAYA SHAH ALAM COMPANIES (WINDING UP) NO: BA-28NCC-547-10/2023 In the matter of K-Pintar Sdn Bhd [Company No: 200201033651 (601316-X)] And in the matter of Sections 464(1), | 465(1) (c), (e), and (h), 466(1) and (2) of the Companies Act 2016 and any other Section And In the matter of Companies (Winding Up) Rules 1972 BETWEEN UNITED OVERSEAS BANK (MALAYSIA) BHD [Company No.: 199301017069(271809-K)] ... PETITIONER AND K-PINTAR SDN. BHD. [Company No.: 200201033651 (601316-X)] ... RESPONDENT GROUNDS OF JUDGMENT Introduction 1. This is a petition by United Overseas Bank (Malaysia) Bhd (“the Petitioner” or “the Bank”) to wind up K-Pintar Sdn Bhd (“the 1 Respondent” or “the Company”) under sections 464(1), 465(1)(c), (e), and (h), and 466(1) and (2) of the Companies Act 2016 (“CA 2016”). 2. The petition is premised upon the Respondent's failure to satisfy a judgment debt due and owing to the Petitioner, following a statutory demand issued pursuant to section 466(1)(a) of the CA 2016. The Respondent opposes the petition on the grounds that it is solvent, commercially viable, and that a winding-up order would be unjust and prejudicial. Background Facts 3. The relevant facts are largely undisputed. 4. In 2018, the Bank granted banking facilities to the Respondent which were duly disbursed and utilised. 5. The Respondent defaulted in repayment, leading to a civil action (Kuala Lumpur Sessions Court Suit No. WA-B52NCC-935-1 2/2019) wherein the Bank obtained judgment on 12.06.2020 for RM857,582.19 together with interest and costs. - 6. The judgment remains unsatisfied. The Respondent did not appeal, set aside, or apply for a stay of the judgment. 7. On 09.06.2023, the Bank issued a statutory notice under section 466(1)(a) CA 2016 demanding RM1,182,243.62. The Respondent admitted receipt of the notice but failed to make payment within the 21-day period. 8. The Respondent subsequently wrote to the Bank on 11.01.2024 proposing an instalment plan, which the Bank initially agreed to subject to conditions. Partial payments were made but not in full compliance, and the Bank revoked the indulgence by letter dated 21.10.2024. 9. Consequently, the present petition was filed on 02.10.2023. The Respondent’s Opposition 10. The Respondent’s case rests primarily on two grounds: (a) Solvency: !t asserts that it is commercially solvent, relying on its Summary of Financial Information and audited financial statements for the year ending 2018, showing total current assets of RM4,358,729 which allegedly exceed its liabilities. (b) Equitable Considerations: The Respondent contends that winding up would be prejudicial, as the Company is a going concern with active business operations and employees whose livelihoods would be jeopardized. it invokes the principles in BNP Paribas v Jurong Shipyard Pte Ltd [2009] SGCA 17 and Sri Hartamas Development Sdn Bhd v MBF Finance Bhd [1992] 1 CLJ 637. {c) In its Reply Submissions, the Respondent reiterates these same points without advancing any new factual or legal arguments. The Petitioner 11. The Petitioner submits that: (a) There is no bona fide dispute of the debt. The debt arises from a valid and unsatisfied court judgment which remains enforceable and unstayed. (b) The Respondent's reliance on solvency is irrelevant once it has neglected to pay a judgment debt after due statutory demand, as settled in Karisma Synergy Sdn Bhd v Gates PCM Construction (M) Sdn Bhd [2019] 1 CLJ 122 and Bangkok Bank Bhd v Tan Ngee Hong Construction Sdn Bhd [2019] 12 MLJ 354. (c) The BNP Paribas decision is inapplicable because that case concerned a disputed debt, whereas the present one involves a final judgment debt. (d) The Respondent's reliance on a 2018 financial statement is misconceived and outdated, bearing no probative value on its present ability to pay. Issues for Determination 12. The principal issues for this Court’s determination are: (i) | Whether the Petitioner has established a statutory presumption of insolvency under section 466(1)(a) of the CA 2016; (ii) Whether the Respondent has successfully rebutted that presumption by showing a bona fide dispute of the debt or genuine solvency; and (iii) Whether any equitable or discretionary grounds justify refusing a winding-up order. Analysis and Findings (1) Statutory Presumption under Section 466(1)(a) 13. The requirements under section 466(1)(a) are straightforward: a creditor must show that a company has failed to satisfy a statutory demand for a sum exceeding the prescribed threshold within 21 days. The undisputed facts establish that the Petitioner served such notice, that the Respondent admitted receipt, and that payment was not made within the period stipulated. 14. Accordingly, the statutory presumption that the Respondent is unable to pay its debts under section 465(1)(e) CA 2016 has arisen. (2) Whether the Debt is Bona Fide Disputed 15. The debt in question is founded upon a final judgment of the Sessions Court dated 12.06.2020, which remains unsatisfied and unstayed. It is trite that once a judgment has not been stayed or set aside, there cannot be any bona fide dispute as to the indebtedness. This principle is clearly affirmed in Bangkok Bank Bhd v Tan Ngee Hong Construction Sdn Bhd (supra.), where the learned Judge held that a company cannot resist winding up on the mere assertion of solvency when a judgment debt remains unpaid. 16. The Respondent's letters seeking indulgence and proposing instalments further reinforce its admission of indebtedness. The Bank’s forbearance did not extinguish the debt, and the subsequent default under the settlement terms only confirms the Respondent's inability or unwillingness to pay. 17. In these circumstances, the debt is undisputed, and the presumption of insolvency stands unrebutted. (3) Whether Solvency is a Defence 18. The Respondent's plea of solvency, based on a 2018 audited statement, does not avail it. The Court of Appeal in Sime Darby Energy Solution Sdn Bhd v RZH Setia Jaya Sdn Bhd [2022] 1 MLJ 458 and the High Court in Karisma Synergy make clear that solvency, even if demonstrated, is of little relevance once the company neglects to pay an undisputed debt after due demand. 19. Acompany cannot choose not to pay a creditor while claiming it is solvent. As observed in Cornhill Insurance plc v Improvement Services Ltd [1986] 1 WLR 114 (cited in Karisma Synergy), solvency “counts for nothing if it persists in non-payment”. 20. The Respondent's audited accounts are outdated and no current financial evidence has been produced to support the assertion of solvency. The argument is therefore both legally and factually unpersuasive. (4) Whether Winding Up Would Be Inequitable 21. The Court retains a discretion under section 465(1) CA 2016 to refuse a winding-up order if special circumstances render it unjust. The Respondent invokes hardship to employees and ongoing operations. However, these considerations, while sympathetic, cannot override the statutory right of a creditor to enforce a final judgment debt. As observed in Sri Hartamas Development Sdn Bhd v MBF Finance Bhd [1992] 1 CLJ 637, a company that fails to meet its current liabilities is commercially insolvent, even if it has non- current assets. 22. The Respondent has had ample time since 2020 to satisfy the judgment but has failed to do so. Its conduct demonstrates neglect rather than temporary financial difficulty. The Court therefore finds no equitable reason to withhold relief. Conclusion 23. The Court is satisfied that: (a) The Petitioner has established a valid debt which remains unpaid despite statutory demand; (b) The Respondent has not raised any bona fide dispute or credible evidence of solvency; and (c) No equitable grounds justify refusing the winding-up order. 24. Accordingly, the statutory presumption of insolvency under Section 466(1}(a) CA 2016 is not rebutted. The petition is well-founded. 25. This Court therefore grants the Winding-Up Order against K- Pintar Sdn Bhd pursuant to Section 465(1)(e) of the Companies Act 2016. 26. The Official Receiver is appointed as Liquidator of the Company. 27. Costs of the petition in the sum of RM5,000.00 subject to allocator, are to be borne by the Respondent, to be paid from the assets of the Company. Dated: §0™ OCTOBER 2025 wzA \ aa ROZELA BINTI RAJA TORAN Judicial Commissioner Muamalat/and Insolvency hah Alam . COUNSEL Solicitor for the Appellant Solicitor for the Respondent Tetuan Goik, Ramesh & Loo Suite N-3-1, Block N, Plaza Damas 60 Jalan Sri Hartamas 1 50480 Kuala Lumpur Email : info@rameshloo.com Phone No : 03-6211 5888 1. Encik Calvin Lim Tetuan Raja, Daryl & Loh Level 26, Menara Hong Leong, No.6, Jalan Damanlela, Bukit Damansara 50490 Kuala Lumpur Email : rdl@rdl.com.my Phone No : 03-2632 9999 1. Encik Sam Huai Hao