The court has discretion to allow amendments in winding-up petitions for procedural compliance, provided they do not alter the substance of the case and do not cause injustice.

Raja Rozela Raja Toran JC:

(Enclosure 13 - Application to Amend Winding-Up Petition)

Introduction

[1] The Petitioner applies vide encl 13 to amend the winding-up petition dated 27 December 2024 to substitute the originally named proposed liquidator, Mr Raveendra Kumar a/l Nathan, with Mr Sundarasan a/l Arumugam.

[2] The amendment is necessitated by a post-filing development-the appointment of Mr Raveendra Kumar as the Receiver and Manager (R & M) of the Respondent company by Sabah Development Bank Berhad on 25 February 2025, This disqualifies him from being appointed as the liquidator.

[3] The Petitioner also seeks an order to dispense with procedural requirements under r 32 of the Companies (Winding-Up) Rules 1972 — namely re-execution, re-service, advertisement, and Registrar attendance — on the basis that the Respondent has appeared and contested the petition, and no other creditor has intervened.

[4] The Respondent opposes the application, alleging procedural impropriety, bad faith, and ulterior motive.

Relevant Facts

[5] The winding-up petition was filed on 27 December 2024. The originally proposed liquidator, Mr Raveendra Kumar, later accepted an appointment as R&M of the Respondent company. He thereafter informed the Petitioner that he could no longer act as liquidator in the present winding- up proceedings.

[6] In light of this, the Petitioner proposes to substitute Mr Sundarasan a/I Arumugam as liquidator, and has obtained his written consent to act.

Issues For Determination

(i) The issues that arise for determination are: Whether the court should permit the proposed amendment to the petition under s 469(3)(e) of the Companies Act 2016 ;

(ii) Whether the court should dispense with the procedural requirements set out in r 32 of the Companies (Winding-Up) Rules 1972 ; and

(iii) Whether the Respondent's objections disclose sufficient basis to refuse the amendment.

Petitioner's Position

[7] The Petitioner contends that the amendment is procedural in nature and does not affect the substance of the petition, it is necessary to rectify the disqualification of the originally proposed liquidator and ensure compliance with statutory requirements for the appointment of a valid liquidator.

[8] The Petitioner relies on s 469(3)(e) of the Companies Act 2016 , which confers upon the court wide discretionary powers to make such orders as it thinks appropriate in any pending winding-up proceeding. The Petitioner also refers to the principles on amendment set out by the Federal court in Yamaha Motor Co Ltd v. Yamaha (M) Sdn Bhd & Ors [1982] 1 MLRA 417; 1983 MarsdenLR 38 ; [1983] CLJ (Rep) 428, where it was held that amendments should be allowed if made bona fide, do not change the nature of the claim, and do not cause irremediable prejudice.

[9] As to r 32, the Petitioner submits that the requirements for re-execution, re-service, and advertisement can be dispensed with since the Respondent has actively participated in the proceedings and no other creditor has intervened.

Respondent's Objections

[10] The Respondent's objections may be summarised as follows:

(a) Bad Faith / Collusion Allegations; The Respondent alleges that the substitution of the liquidator is not a neutral procedural act but part of a broader strategy by the Petitioner to frustrate the Respondent's ongoing legal proceedings in other forums The Respondent contends that both Mr Raveendra Kumar and Mr Sundarasan are closely aligned with the Petitioner.

(b) Timing and Prejudice: The Respondent argues that the amendment is made belatedly and strategically, after key developments in civil actions involving the same parties. The timing is said to prejudice the Respondent's ability to pursue those claims.

(c) Breach of Fiduciary Standards: It is alleged that Mr Raveendra Kumar's failure to resign as proposed liquidator before taking up the R&M appointment constitutes a breach of fiduciary responsibility, tainting the entire process.

(d) Abuse of Process: The Respondent contends that the w