PEMPETISYEN 1. ) Globalmariner Offshore Services Sdn Bhd 2. ) BOOMSLANG TECHNOLOGY SDN. BHD. 3. ) Dynac Sdn Bhd 1. ) TH HEAVY ENGINEERING BERHAD (DALAM PENGGULUNGAN) 2. ) TH HEAVY ENGINEERING BERHAD PIHAK TERKILAN 1. ) STAR KRIS SERVICES SD

PEMPETISYEN 1. ) Globalmariner Offshore Services Sdn Bhd 2. ) BOOMSLANG TECHNOLOGY SDN. BHD. 3. ) Dynac Sdn Bhd 1. ) TH HEAVY ENGINEERING BERHAD (DALAM PENGGULUNGAN) 2. ) TH HEAVY ENGINEERING BERHAD PIHAK TERKILAN 1. ) STAR KRIS SERVICES SD

The Summons in Chambers (Enclosure 96) is dismissed because it failed mandatory procedural requirements under Rule 7 of the Companies (Winding Up) Rules 1972 and lacked a proper legal basis under the Companies Act 2016; substantively, directors who commence a creditors' voluntary liquidation do not retain residual powers to oppose a petition that would convert that voluntary liquidation to court supervision—residual powers are narrow, confined to challenging the very order appointing insolvency representatives, and any residual power must be exercised collectively by the board; the Official Receiver as court-appointed Interim Liquidator holds the powers to determine opposition to the...

Citation
WA-28NCC-175-02/2024 (Mahkamah Tinggi)
Parties
Petitioner: GLOBAL MARINER OFFSHORE SERVICES SDN BHD; Petitioner: BOOMSLANG TECHNOLOGY SDN BHD; Petitioner: DYNAC SDN BHD; Respondent (in Creditors' Voluntary Liquidation): TH HEAVY ENGINEERING BERHAD; Supporting Creditor / Interested Party: NSF ENGINEERING SDN BHD; Opposing Creditor / Interested Party: STAR KRIS SERVICES SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
5 March 2025
Case Number
WA-28NCC-175-02/2024 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition Under the Companies Act 2016 (companies (winding Up) No. WA 28 NCC 175 02/2024) / Summons in Chambers (enclosure 96) Seeking Declaration of Directors' Residual Powers; Hearing and Reserved Judgment; Judgment Delivered
Outcome
Application in Enclosure 96 dismissed both procedurally and substantively; directors do not have residual powers to oppose Petition 175; costs awarded against the individual directors personally.
Legal Topics
Creditors' Voluntary Liquidation, Residual Powers of Directors, Interim Liquidator Powers, Locus Standi in Liquidation, Statutory Interpretation of S450(6), S517, S486(2)
Source Language
Malay/English
Company Law Insolvency Law Civil Procedure Creditors' Voluntary Liquidation Residual Powers of Directors Interim Liquidator Powers Locus Standi in Liquidation Statutory Interpretation of S450(6), S517, S486(2)

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Parties

GLOBAL MARINER OFFSHORE SERVICES SDN BHD

Petitioner

BOOMSLANG TECHNOLOGY SDN BHD

Petitioner

DYNAC SDN BHD

Petitioner

TH HEAVY ENGINEERING BERHAD

Respondent (in Creditors' Voluntary Liquidation)

NSF ENGINEERING SDN BHD

Supporting Creditor / Interested Party

STAR KRIS SERVICES SDN BHD

Opposing Creditor / Interested Party

Procedural Posture

Winding Up Petition Under the Companies Act 2016 (companies (winding Up) No. WA 28 NCC 175 02/2024) / Summons in Chambers (enclosure 96) Seeking Declaration of Directors' Residual Powers; Hearing and Reserved Judgment; Judgment Delivered

Legal Issues

  1. 1 Whether directors of a company in Creditors' Voluntary Liquidation (CVL) retain residual powers to oppose a petition to convert the CVL to a court-supervised winding up
  2. 2 Whether the Summons in Chambers (Enclosure 96) was procedurally proper and competent under the Companies (Winding Up) Rules 1972
  3. 3 Whether any residual powers must be exercised collectively by the board rather than by individual directors

Ratio Decidendi

The Summons in Chambers (Enclosure 96) is dismissed because it failed mandatory procedural requirements under Rule 7 of the Companies (Winding Up) Rules 1972 and lacked a proper legal basis under the Companies Act 2016; substantively, directors who commence a creditors' voluntary liquidation do not retain residual powers to oppose a petition that would convert that voluntary liquidation to court supervision—residual powers are narrow, confined to challenging the very order appointing insolvency representatives, and any residual power must be exercised collectively by the board; the Official Receiver as court-appointed Interim Liquidator holds the powers to determine opposition to the...

Court Disposition

Application in Enclosure 96 dismissed both procedurally and substantively; directors do not have residual powers to oppose Petition 175; costs awarded against the individual directors personally.

Orders

  • Application in Enclosure 96 dismissed
  • Costs to be paid by the individual directors personally