Cross-examination in winding-up petitions is exceptional and requires specific justification and relevance to the issues raised.

[1] This is an application in encl 27 by the Respondent seeking to cross-examine the Petitioners who are deponents of the affidavits supporting their winding up petition against the Respondent. At the conclusion of the hearing, I dismissed the application. This judgment contains the full reasons for my decision.

Key Background Facts

[2] The Petitioners, all of whom are UAE nationals, had on 9 June 2008 entered into a Shareholders Agreement with Low Koon Chuan, Low Say Boon, Low Bee Lay and Elsie Yeo Lai Cheng ("the Local Parties"), for the purpose of developing a piece of land held under Hakmilik Tanah No PN 180, Lot 463, Seksyen 0019, Bandar Kuala Lumpur into a 33 storey-condominium known as "St John's Wood Residence" ("the Project").

[3] This resulted in the Petitioners holding 49% of the entire share capital of the Respondent, being the property development company for the Project, and with the Local Partners collectively owning the majority stake of 51% in the Respondent.

[5] The Project failed. The Respondent is now in receivership.

[6] On 18 February 2013, the Petitioners filed a minority oppression suit under s 181 of the Companies Act 1965 against the Local Partners. However, the parties managed to agree to record a Consent Order on 25 April 2013.

[7] Pursuant to the said Consent Order, Pricewaterhouse Coopers (PwC) undertook a forensic audit on the Respondent and issued a forensic audit report dated 25 June 2014.

[8] On 24 September 2014, the Petitioners commenced a writ claim by way of a derivative action against, among others, the Local Partners and the Respondent. This suit was struck out by the Court but subsequently filed afresh on 8 November 2016. The defendants in the suit then filed a striking out application against the claim.

[9] On 3 January 2017, the Petitioners filed a winding up petition against the Respondent. The petition is premised on s 218(1)(f) and (i) of the Companies Act 1965 ("the CA ") which concerns the grounds of the directors having acted in the affairs of the company in their own interests, or in any manner which appears to be unfair or unjust to the members, and that it is just and equitable that the company be wound up.

The Contention Of Parties

[10] The Respondent is making this application in pursuance of O 38 r 2(2) of the Rules of 2012 ("the RC 2012"). The Respondent contends that the basis of the Respondent's application to examine the three Petitioners in respect of the averments made by the first Petitioner on behalf of all three Petitioners in their petition and affidavits is to determine the truthfulness of the facts and issues deposed by them therein, which are disputed by the Respondent.

[11] The Petitioners had alleged misappropriation of sum of monies and fraud against the Local Partners who were the directors of the Respondent at the material time (apart from Elsie Yeo). The directors were claimed to have misappropriated sums of monies while the Respondent was under their control. The Respondent thus contended that it would be necessary for the Respondent to be allowed to cross-examine the first Petitioner, being the deponent of the affidavits filed to support the winding up petition, together with the second and third Petitioners, in order to adduce their oral statements, as well as to determine the accuracy of each and every statement made in their affidavits.

[12] The Petitioners resisted this application. They submitted that the application under the Rules of 2012 is n