XXXX 1. ) MBF HOLDINGS BERHAD (RESPONDENT PERTAMA) 2. ) DATO’ JEYARAJ A/L RATNASWAMY (Sebagai Likuidator Alamanda Development Sdn Bhd.) 3. ) VINTAGE DEVELOPERS SDN BHD 4. ) Pentadbir Tanah Daerah Kulim 5. ) PENGARAH TANAH DAN GALIAN NEGERI

XXXX 1. ) MBF HOLDINGS BERHAD (RESPONDENT PERTAMA) 2. ) DATO’ JEYARAJ A/L RATNASWAMY (Sebagai Likuidator Alamanda Development Sdn Bhd.) 3. ) VINTAGE DEVELOPERS SDN BHD 4. ) Pentadbir Tanah Daerah Kulim 5. ) PENGARAH TANAH DAN GALIAN NEGERI

The Court declined to resolve technical planning/subdivision sufficiency questions which are within the jurisdiction of local and state land and planning authorities; the sanctioned Scheme of Arrangement will not be extended and is allowed to lapse; as a consequence, the company (Alamanda) is the party required to make application for subdivision and to bear obligations under the Sale and Purchase Agreements (including levies and quit rent) while Vintage remains responsible for its obligations under its SPA; liquidators are not personally liable for the subdivision costs or levies.

Citation
24NCC-125-03/2014 (Mahkamah Tinggi)
Parties
Intervener/applicant: DATO JEYARAJ A/L V. RATNASWAMY; Intervener/applicant (liquidator): ENCIK MUSTAPHA BIN MOHAMED; Company (subject): ALAMANDA DEVELOPMENT SDN BHD (IN LIQUIDATION); 1st Respondent: MBF HOLDINGS BERHAD; 2nd Respondent: VINTAGE DEVELOPERS SDN BHD; 3rd Respondent (local Authority): MAJLIS PERBANDARAN KULIM; 4th Respondent (district Land Office): PEGAWAI, PEJABAT DAERAH DAN TANAH KULIM; 5th Respondent (state Land Director): PENGARAH, TANAH DAN GALIAN NEGERI KEDAH DARUL AMAN
Court
High Court
Jurisdiction
Malaysia
Judgment Date
25 April 2022
Case Number
24NCC-125-03/2014 (Mahkamah Tinggi)
Procedural Posture
Companies Act 2016 S.461 Application for Determination Relating to a Sanctioned Scheme of Arrangement and Land Subdivision / Interveners' Application Heard and Determined; Decision on Whether to Extend Scheme and on Substantive Questions Posed Under S.461
Outcome
Interveners' application partly declined; Court refused to answer planning sufficiency question; Scheme of Arrangement not extended and allowed to lapse; Interveners ordered to pay costs to Respondents.
Legal Topics
Scheme of Arrangement, Liquidator Powers, Land Subdivision, Bumiputra Quota (30% Malay Allocation), Quit Rent Liability, Local Authority Planning Approvals
Source Language
Malay/English
Company Law Insolvency Law Land Law Planning Law Administrative Law Scheme of Arrangement Liquidator Powers Land Subdivision +3 more

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Parties

DATO JEYARAJ A/L V. RATNASWAMY

Intervener/applicant

ENCIK MUSTAPHA BIN MOHAMED

Intervener/applicant (liquidator)

ALAMANDA DEVELOPMENT SDN BHD (IN LIQUIDATION)

Company (subject)

MBF HOLDINGS BERHAD

1st Respondent

VINTAGE DEVELOPERS SDN BHD

2nd Respondent

MAJLIS PERBANDARAN KULIM

3rd Respondent (local Authority)

PEGAWAI, PEJABAT DAERAH DAN TANAH KULIM

4th Respondent (district Land Office)

PENGARAH, TANAH DAN GALIAN NEGERI KEDAH DARUL AMAN

5th Respondent (state Land Director)

Procedural Posture

Companies Act 2016 S.461 Application for Determination Relating to a Sanctioned Scheme of Arrangement and Land Subdivision / Interveners' Application Heard and Determined; Decision on Whether to Extend Scheme and on Substantive Questions Posed Under S.461

Legal Issues

  1. 1 Whether documents submitted by Liquidators/surveyor in 2014 were sufficient to obtain individual titles
  2. 2 Whether Liquidators, MBF and/or Vintage are responsible for applying for subdivision, obtaining new planning permission and compliance with 30% Bumiputra allocation
  3. 3 Whether any applicable levy could be waived and who is liable to pay it

Ratio Decidendi

The Court declined to resolve technical planning/subdivision sufficiency questions which are within the jurisdiction of local and state land and planning authorities; the sanctioned Scheme of Arrangement will not be extended and is allowed to lapse; as a consequence, the company (Alamanda) is the party required to make application for subdivision and to bear obligations under the Sale and Purchase Agreements (including levies and quit rent) while Vintage remains responsible for its obligations under its SPA; liquidators are not personally liable for the subdivision costs or levies.

Court Disposition

Interveners' application partly declined; Court refused to answer planning sufficiency question; Scheme of Arrangement not extended and allowed to lapse; Interveners ordered to pay costs to Respondents.

Orders

  • Decline to answer the question as to sufficiency of the 2014 documents — matter for R3/R4/R5 (local authorities)
  • The Scheme of Arrangement shall not be extended and is allowed to lapse