1. TOP BUILDERS CAPITAL BERHAD (Reg. No.: 201301043050 (1072872-D)) 2. IKHMAS JAYA SDN. BHD. (Reg. No.: 199201022513 (254017-H)) 3. IKHMAS EQUIPMENT SDN. BHD. (Reg. No.: 199901020860 (495760-W)) 1. SENG LONG CONSTRUCTION & ENGINEERING SDN.

1. TOP BUILDERS CAPITAL BERHAD (Reg. No.: 201301043050 (1072872-D)) 2. IKHMAS JAYA SDN. BHD. (Reg. No.: 199201022513 (254017-H)) 3. IKHMAS EQUIPMENT SDN. BHD. (Reg. No.: 199901020860 (495760-W)) 1. SENG LONG CONSTRUCTION & ENGINEERING SDN.

The Court sanctioned the three schemes because it found statutory requirements complied with, creditors were properly classified and fairly represented, disclosure was sufficient for commercial decision making, the adjudication and appeal mechanisms for PODs were adequate, virtual meetings were acceptable given COVID constraints, and the schemes provided materially better returns than liquidation; related‑party and intercompany votes were not discounted on the facts, and targeted audit orders were imposed to resolve specific disclosure uncertainties (Damai 88 units).

Citation
WA-24NCC-608-12/2020 (No. 2) (Mahkamah Tinggi)
Parties
1st Applicant: Top Builders Capital Berhad; 2nd Applicant: Ikhmas Jaya Sdn. Bhd.; 3rd Applicant: Ikhmas Equipment Sdn. Bhd.; 1st Respondent: Seng Long Construction & Engineering Sdn. Bhd.; 2nd Respondent: Ilham Metro Construction Sdn. Bhd.; 3rd Respondent: Edwincom Enterprise; 4th Respondent: Star Effort Sdn. Bhd.; 5th Respondent: BOFI (Malaysia) Sdn Bhd; 6th Respondent: S.R. Marble Sdn Bhd; 7th Respondent: Persflor Sdn Bhd; 8th Respondent: Buildcon Concrete Sdn Bhd; 9th Respondent: Leviat Sdn Bhd
Court
No. 2
Jurisdiction
Malaysia
Judgment Date
2 December 2021
Case Number
WA-24NCC-608-12/2020 (No. 2) (Mahkamah Tinggi)
Procedural Posture
Scheme of Arrangement Under Companies Act 2016 S.366 / Sanction Hearing (judgment)
Outcome
Sanction granted: schemes of arrangement approved and sanctioned by the High Court
Legal Topics
Scheme of Arrangement, Sanction Hearing, Proofs of Debt Adjudication, Classification of Creditors, Related‑party Votes, Disclosure Obligations in Explanatory Statement, Virtual Creditors' Meetings, Corporate Guarantees, Listing/pn17 Compliance
Source Language
Malay/English
Company Law Insolvency and Restructuring Commercial Law Civil Procedure Scheme of Arrangement Sanction Hearing Proofs of Debt Adjudication Classification of Creditors +5 more

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Parties

Top Builders Capital Berhad

1st Applicant

Ikhmas Jaya Sdn. Bhd.

2nd Applicant

Ikhmas Equipment Sdn. Bhd.

3rd Applicant

Seng Long Construction & Engineering Sdn. Bhd.

1st Respondent

Ilham Metro Construction Sdn. Bhd.

2nd Respondent

Edwincom Enterprise

3rd Respondent

Star Effort Sdn. Bhd.

4th Respondent

BOFI (Malaysia) Sdn Bhd

5th Respondent

S.R. Marble Sdn Bhd

6th Respondent

Persflor Sdn Bhd

7th Respondent

Buildcon Concrete Sdn Bhd

8th Respondent

Leviat Sdn Bhd

9th Respondent

Procedural Posture

Scheme of Arrangement Under Companies Act 2016 S.366 / Sanction Hearing (judgment)

Legal Issues

  1. 1 Whether statutory requirements of s366 CA 2016 complied with
  2. 2 Proper classification of creditors (intercompany/related creditors)
  3. 3 Adequacy of disclosure in explanatory statements (s369)

Ratio Decidendi

The Court sanctioned the three schemes because it found statutory requirements complied with, creditors were properly classified and fairly represented, disclosure was sufficient for commercial decision making, the adjudication and appeal mechanisms for PODs were adequate, virtual meetings were acceptable given COVID constraints, and the schemes provided materially better returns than liquidation; related‑party and intercompany votes were not discounted on the facts, and targeted audit orders were imposed to resolve specific disclosure uncertainties (Damai 88 units).

Court Disposition

Sanction granted: schemes of arrangement approved and sanctioned by the High Court

Orders

  • Sanction and approval of the scheme of arrangement for Top Builders Capital Berhad (Annexure A1) binding on the company and its scheme creditors
  • Sanction and approval of the scheme of arrangement for Ikhmas Jaya Sdn Bhd (Annexure A2) binding on the company and its scheme creditors (Updated list of adjudicated debts dated 2.12.2021)