Vantage Energy Group Sdn Bhd v Geowell Sdn Bhd (BA-22NCvC-399-09/2025)

GEOWELL SDN BHD (Company No.: 191013-A) 151, Jalan Aminuddin Baki

DIRECTOR-GENERAL OF INSOLVENCY, MALAYSIA (Sued in his capacity as Official Receiver & Liquidator of Vantage Oilfield Solutions Sdn. Bhd. 11/02/2026 17:34:01 BA-22NCvC-399-09/2025 Kand. 17 Company No.: 201101018766 (946902-U)) Malaysia Department of Insolvency … SECOND DEFENDANT GROUNDS OF JUDGMENT

The Plaintiff, Vantage Energy Group Sdn. Bhd., commenced this action by way of Writ of Summon and Statement of Claim against Geowell Sdn. Bhd. and the Director-General of Insolvency Malaysia, the latter sued in his capacity as Official Receiver and liquidator of Vantage Oilfield Solutions Sdn. Bhd. (“the Company”).

The Plaintiff seeks declarations that a winding-up order dated 2 May 2024 made against the Company is null and void ab initio, together with consequential reliefs including the setting aside of the winding-up order, restoration of the Company, and removal of the Official Receiver as liquidator.

The action is brought by the Plaintiff in its asserted capacity as a contributory (shareholder) of the Company. In its pleadings, the Plaintiff expressly characterises the suit as a collateral impeachment action.

The following matters are not in dispute:

The Company was wound up by order of the High Court on 2 May 2024;

The winding-up order was made after hearing and advertisement;

The Official Receiver was appointed as liquidator on the same date;

The Writ and Statement of Claim were filed after the winding-up order; and

The Plaintiff did not obtain leave of the winding-up court before commencing this action. C.

When the matter came before this Court on 3 December 2025 for a case management, the Second Defendant raised a threshold objection, contending that the action was procedurally incompetent as it concerned a subsisting winding-up order and had been commenced without leave.

Following that objection, the Plaintiff elected to withdraw its own application. The withdrawal was recorded without objection and without order as to costs. Consequent upon that withdrawal, the remaining striking-out application was recorded as academic, the substratum having fallen away.

No determination on the merits of the Plaintiff’s claims was made at that stage.

Notwithstanding the Plaintiff’s withdrawal, the issues that arise for determination in these Grounds of Judgment are:

Whether the Plaintiff, as a contributory, had locus standi to commence or maintain this action after the Company had been wound up;

Whether the absence of leave under section 486 of the Companies Act 2016 [ henceforth, Act 777] rendered the proceedings procedurally incompetent;

Whether contributory status could override the exclusive statutory role of the liquidator under section 487 Act 777; and

Whether the disposal of the matter as academic was legally justified. E.

Section 486 of Act 777 provides that once a winding-up order has been made, no action or proceeding may be commenced or continued by or against the company except with leave of the Court.

The requirement for leave under section 486 is mandatory. Proceedings commenced in breach of this provision are not merely irregular; they are procedurally incompetent.

Section 486(1)(a) of Act 777 vests in the liquidator the power to bring, institute, or defend any action or proceeding in the name and on behalf of the company.

The statutory scheme is therefore clear. Upon winding-up, control of litigation involving the company lies exclusively with the liquidator.

While a contributory has a recognised interest in the winding-up, contributory status does not confer authority to litigate on behalf of the company. Any proceedings affecting the company’s rights remain subject to section 486 and the liquidator’s statutory authority under section 487.

A winding-up order made by a court of competent jurisdiction remains valid and operative unless and until set aside by the proper forum. Allegations of mistake or non-disclosure do not render such an order void ab initio. At most, they may render the order voidable, to be addressed within the winding-up proceedings or on appeal, and not by way of a collateral civil action.

At the time the Writ of Summon and Statement of Claim were filed, the Company had already been wound up and all powers of litigation vested in the liquidator pursuant to section 487.

The Plaintiff commenced this action without obtaining leave under section 486. Even accepting that the Plaintiff is a contributory, that status does not displace the statutory scheme governing post-winding-up litigation.

The Plaintiff therefore lacked locus standi, and the defect was threshold and jurisdictional in nature.

The Plaintiff’s own pleading characterises this suit as a collateral impeachment of the winding-up order. Such a course is inconsistent with the statutory framework and cannot be sustained in law.

When the threshold objection was raised, the Plaintiff chose to withdraw its application rather than contest the jurisdictional issue. That election removed the substratum of the remaining application, which was properly recorded as academic.

In these circumstances, it would have been inappropriate for the Court to enter into the merits of the Plaintiff’s allegations.

The Court is satisfied that:

the Plaintiff’s action was procedurally incompetent from its inception;

contributory status did not confer standing to maintain the action; and

the disposal of the matter as academic following the Plaintiff’s withdrawal was legally correct.

The matter was therefore properly disposed of without any determination on the merits.

There shall be no order as to costs, as recorded in the Notes of Proceedings. Dated 11 February 2026 -sgd-DATO’ ANITA BINTI HARUN JUDICIAL COMMISSIONER HIGH COURT OF MALAYA SHAH ALAM SELANGOR DARUL EHSAN To the parties’ solicitors: For the Plaintiff : Dev Chai Ming Shun & Anehajit (PDK) (Messrs Harjit Singh Sandhu, Wan & Associates) For the 1st Defendant: Nur Ras Firzaa binti Muhammad Raz Firdaus Chai (Messrs Jeffrey Wong, Noorul Ho & Lim) For the 2nd Defendant: Ahmed Khalil Kushairi & Norizan Mohamed (Malaysia Department of Insolvency)