Kwan Will Sen and Pang Huey Lynn for the Liquidator [Messrs Lim Chee Wee Partnership] Tan Eng Kiat and Yap Bing Yew for the Wong Weng Foo & Co. [Messrs Gan, Lee & Tan]

Kwan Will Sen and Pang Huey Lynn for the Liquidator [Messrs Lim Chee Wee Partnership] Tan Eng Kiat and Yap Bing Yew for the Wong Weng Foo & Co. [Messrs Gan, Lee & Tan]

Court found the liquidator acted reasonably and lawfully: retention of employees and payments were commercially justified to maximise value and effect a packaged sale; payments and remuneration were validated by a prior Validation Order and within statutory powers; Rule 160 obligation to submit trading account applies only where a committee of inspection exists; any procedural non-compliance with Rule 98 did not cause substantial injustice and is curable; no cause shown to remove the liquidator and appointment of Victor Saw ensures continuity, therefore PW 282 dismissed and PW 139 allowed.

Citation
WA-28PW-139-05/2021 & WA-28PW-282-10/2021 (Mahkamah Tinggi)
Parties
Liquidator / Applicant: Lim San Peen; Applicant / Creditor: Wong Weng Foo & Co.; Respondent / Company: London Biscuits Berhad (in Liquidation); Proposed Liquidator: Victor Saw Seng Kee
Court
High Court
Jurisdiction
Malaysia
Judgment Date
3 October 2022
Case Number
WA-28PW-139-05/2021 & WA-28PW-282-10/2021 (Mahkamah Tinggi)
Procedural Posture
Companies (winding Up) Applications (post Winding Up Summonses) / Hearing on Competing Summonses for Removal and Appointment of Liquidator; Final Judgment on Applications PW 139 and PW 282
Outcome
PW 282 dismissed with costs; PW 139 allowed; Victor Saw appointed as liquidator; Lim San Peen discharged
Legal Topics
Removal of Liquidator, Appointment of Liquidator, Liquidator Remuneration, Proofs of Debt (pod), Companies (winding Up) Rules Compliance, Validation Order, Preferential Claims, Disclosure to Creditors
Source Language
Malay/English
Company Law Insolvency Law Civil Procedure Removal of Liquidator Appointment of Liquidator Liquidator Remuneration Proofs of Debt (pod) Companies (winding Up) Rules Compliance +3 more

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Parties

Lim San Peen

Liquidator / Applicant

Wong Weng Foo & Co.

Applicant / Creditor

London Biscuits Berhad (in Liquidation)

Respondent / Company

Victor Saw Seng Kee

Proposed Liquidator

Procedural Posture

Companies (winding Up) Applications (post Winding Up Summonses) / Hearing on Competing Summonses for Removal and Appointment of Liquidator; Final Judgment on Applications PW 139 and PW 282

Legal Issues

  1. 1 Whether the liquidator wrongfully and unnecessarily retained employees and made unlawful payments
  2. 2 Whether liquidator accepted or made advances/payments improperly (including RM100,000 advance)
  3. 3 Whether Rule 160 required maintaining a separate trading account absent a Committee of Inspection

Ratio Decidendi

Court found the liquidator acted reasonably and lawfully: retention of employees and payments were commercially justified to maximise value and effect a packaged sale; payments and remuneration were validated by a prior Validation Order and within statutory powers; Rule 160 obligation to submit trading account applies only where a committee of inspection exists; any procedural non-compliance with Rule 98 did not cause substantial injustice and is curable; no cause shown to remove the liquidator and appointment of Victor Saw ensures continuity, therefore PW 282 dismissed and PW 139 allowed.

Court Disposition

PW 282 dismissed with costs; PW 139 allowed; Victor Saw appointed as liquidator; Lim San Peen discharged

Orders

  • PW 282 dismissed with costs
  • PW 139 allowed and prayers 1, 2 and 3 in Enclosure 1 granted