Abdul Rahman Bin Zainal Baltasar Bin Maskor PIHAK TERKILAN SRI ALAM SDN BHD (In Creditors' Voluntary Liquidation)

Abdul Rahman Bin Zainal Baltasar Bin Maskor PIHAK TERKILAN SRI ALAM SDN BHD (In Creditors' Voluntary Liquidation)

On the balance of probabilities the joint liquidators demonstrated lack of independence and impartiality (notably by proceeding with the COI meeting of 19.11.2020 without creditor representatives), failed or unduly delayed compliance with court Consent Orders (failure to pursue recovery of significant foreign assets and failure to deposit land compensation as ordered), and thereby 'cause shown' existed under s453(2) to remove them; the court exercised its discretion to remove the joint liquidators and appointed Ralph Ravin Ratnaswamy as liquidator as being in creditors' and contributories' interests.

Citation
WA-28PW-94-02/2022 (Mahkamah Tinggi)
Parties
Applicant (pw 94): Abdul Rahman bin Zainal; Applicant (pw 342): Arkitek Zainuddin Harun; Joint Liquidator / Respondent: Wan Idris bin Wan Ibrahim; Joint Liquidator / Respondent: Baltasar bin Maskor; Company (in Creditors' Voluntary Liquidation): Sri Alam Sdn Bhd; Liquidator (appointed): Ralph Ravin Ratnaswamy; Counsel for Contributories: Ahmad Ezmeel bin Ahmad Tarmizi; Counsel for Certain Creditors (khalek Awang & YD Planners): Jason Chan
Court
High Court
Jurisdiction
Malaysia
Judgment Date
28 April 2023
Case Number
WA-28PW-94-02/2022 (Mahkamah Tinggi)
Procedural Posture
Post Winding Up Applications Under Companies Act 2016 (removal of Liquidators) / Notice of Motion Heard; Judgment on Removal and Replacement of Liquidators (grounds of Judgment)
Outcome
Joint Liquidators Wan Idris bin Wan Ibrahim and Baltasar bin Maskor removed; Mr Ralph Ravin Ratnaswamy appointed liquidator of Sri Alam Sdn Bhd; most prayers in PW 342 dismissed except prayer 5 granted; orders in PW 94 granted in terms.
Legal Topics
Removal of Liquidators, Committee of Inspection (coi), Consent Order Compliance, Creditors' Meetings, Asset Recovery, Conflict of Interest, Statutory Duties of Liquidators
Source Language
Malay/English
Company Law Insolvency Law Civil Procedure Removal of Liquidators Committee of Inspection (coi) Consent Order Compliance Creditors' Meetings Asset Recovery +2 more

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Parties

Abdul Rahman bin Zainal

Applicant (pw 94)

Arkitek Zainuddin Harun

Applicant (pw 342)

Wan Idris bin Wan Ibrahim

Joint Liquidator / Respondent

Baltasar bin Maskor

Joint Liquidator / Respondent

Sri Alam Sdn Bhd

Company (in Creditors' Voluntary Liquidation)

Ralph Ravin Ratnaswamy

Liquidator (appointed)

Ahmad Ezmeel bin Ahmad Tarmizi

Counsel for Contributories

Jason Chan

Counsel for Certain Creditors (khalek Awang & YD Planners)

Procedural Posture

Post Winding Up Applications Under Companies Act 2016 (removal of Liquidators) / Notice of Motion Heard; Judgment on Removal and Replacement of Liquidators (grounds of Judgment)

Legal Issues

  1. 1 Whether 'cause shown' exists to remove the joint liquidators under s453(2) Companies Act 2016
  2. 2 Whether joint liquidators acted impartially and independently (COI meeting 19.11.2020)
  3. 3 Whether joint liquidators breached Consent Orders (20.5.2020 and 5.6.2020) and failed to pursue asset recovery (Singapore bank accounts)

Ratio Decidendi

On the balance of probabilities the joint liquidators demonstrated lack of independence and impartiality (notably by proceeding with the COI meeting of 19.11.2020 without creditor representatives), failed or unduly delayed compliance with court Consent Orders (failure to pursue recovery of significant foreign assets and failure to deposit land compensation as ordered), and thereby 'cause shown' existed under s453(2) to remove them; the court exercised its discretion to remove the joint liquidators and appointed Ralph Ravin Ratnaswamy as liquidator as being in creditors' and contributories' interests.

Court Disposition

Joint Liquidators Wan Idris bin Wan Ibrahim and Baltasar bin Maskor removed; Mr Ralph Ravin Ratnaswamy appointed liquidator of Sri Alam Sdn Bhd; most prayers in PW 342 dismissed except prayer 5 granted; orders in PW 94 granted in terms.

Orders

  • Remove Wan Idris bin Wan Ibrahim and Baltasar bin Maskor as joint liquidators of Sri Alam Sdn Bhd
  • Grant Order in Terms for enclosure 1 of PW 94 prayers 1 and 3