A liquidator may apply for release and dissolution of a company if statutory duties are fulfilled, including asset realization and dividend distribution, with the court having discretion to dispense with procedural requirements.

(Release The Liquidator, Dissolve The Company, Destroy All Books)

Prelusion

[1] The liquidator of a wound up company-the 1st Respondent company (in liquidation) (RCo)-applies for the following Orders-

(1) that the calling of a meeting of RCo's creditors and contributories to consider the liquidator's resignation be dispensed with;

(2) that the liquidator be released as RCo's liquidator;

(3) that RCo be dissolved;

(4) that RCo's books, records and papers be destroyed within three months from the date of this Order.

[2] Should these Orders be granted?

Pertinent Facts Relating To This Application

[3] RCo was wound up on 25 August 2021. The Applicant was appointed the liquidator. The liquidator took over the conduct of the affairs and management of RCo.

[4] As part of the liquidation work to decide if RCo has any assets to distribute to the creditors, the liquidator endeavoured to convene a meeting of RCo's creditors and contributories on 8 December 2022. But no one showed up at the meeting.

[5] Only the 2nd Respondent (R2) lodged a proof of debt. R2 also submitted RCo's statement of affairs.

[6] The liquidator achieved a net realization of assets of approximately RM147K, with a net dividend of approximately RM107K to be paid out. The liquidator paid the net dividend to R2.

[7] The liquidator asserts that he has fulfilled his statutory duties as RCo's liquidator. He asserts that RCo is no longer in need of administration or management.

[8] The liquidator had twice advertised in the newspapers and the government gazette to notify the creditors and contributories that he intended to apply to Court to be released as the liquidator.

[9] The liquidator suggests that to save time and costs, there is no need to convene a meeting of creditors and contributories just to approve his release as RCo's liquidator, and to dissolve RCo as a company.

The Pertinent Provisions Of The Companies Act 2016

Section 490

[10] Under s 490 of the Companies Act 2016 (CA 2016), the liquidator can apply to Court and be granted an Order to release him from his duties as RCo's liquidator and to dissolve RCo. An Order to release the liquidator and to dissolve RCO can be granted if the liquidator has performed his work, which includes realising RCo's assets, and distributing a final dividend.

[11] Here, the liquidator has realised RCo's assets and had in fact paid out a final dividend to R2-the only creditor who lodged a proof of debt.

Rule 149

[12] Rule 149 of the Companies (Winding Up Rules) 1972 (Rules) provides that before he applies for his release, the liquidator is to give Notice of his intention to apply for release to the creditors who have proved their debts, and to the contributories. Together with this notice, the liquidator should also give a Summary of all the receipts and payments in the winding up process.

[13] The liquidator asserts that he has given to the creditor and contributories this notice and the accompanying summary. He exhibited the notice and the summary in his affidavit in support of this Application.

[14] Rule 149 is set out below for reference:

Rule 149. Notice of liquidator's intention to apply for release.

A liquidator before making application for his release in Form 76 shall give notice of his intention so to do in Form 75 to all the creditors who have proved their debts and to all the contributories and shall send with the notice a summary of all receipts and payments in the winding-up in Form 77.

Rule 150

[15] Rule 150 of the Rules provides that there are three ways in which the liquidator can resign as liquidato:

(1) summoning separate meetings of the creditors and the contributories, to decide if they accept the liquidator's resignation;

(2) if the creditors and the contributories agree to accept the liquidator's resignation, the liquidator is to lodge his resignation memorandum with the Registrar (the Chief Executive Officer of the Companies