An application to challenge a liquidator's decision must comply with statutory timelines and procedural rules, or it will be dismissed as belated or defective.

JUDGMENT

(Enclosure 1)

Nadzarin Wok Nordin JC:

Introduction

[1] This is an application by the applicant (Application), Linkman Connections Sdn Bhd (Applicant) pursuant to inter aliass 461 and 517 of the Companies Act 2016 for the following declarations, orders and/or reliefs:

i. that the court determine questions arising in the winding up of Leica namely:

a) whether the Global Settlement Agreement dated 19 August 2016 (GSA) made between Leica Residence Sdn Bhd (In Voluntary Liquidation) (Leica) and Amanah Raya Capital Sdn Bhd (ARC) is valid, binding and continues to be in force between Leica and ARC;

b) whether following the GSA, can ARC be a creditor of Leica for an amount more than RM3,736,136.50; and

c) whether by disregarding the GSAA, the Liquidator Chong Chuan Long (Liquidator) has acted in a manner no reasonable liquidator would have acted and has acted to the prejudice of the Applicant herein, other creditors and Leica's contributories.

ii. a declaration that that the GSA is a valid, binding and continuing agreement between ARC and Leica;

iii. a declaration that resulting from the GSA, ARC can only be a creditor for half of the proceeds of sale of 2 pieces of land held under Title No GRN 33331 Lot 4794, Mukim Batu Daerah Kuala Lumpur and Title No GRN 75878 No 80302, Mukim Batu, Jalan Kenny Hill, Daerah Wilayah Persekutuan Kuala Lumpur (Project Land) less the sum required to redeem the Project Land from Malaysian Building Society Berhad (MBSB) and any lawfully and reasonable fees and costs incurred I the course of liquidation (ARC Debt);

iv. a declaration that the Applicant is aggrieved by the act or decision of the Liquidator to disregard the GSA which is valid, binding and continues to be in force between Leica and ARC.

[2] The grounds of the Application are as follows:

a) the determination of the question whether the GSA is a valid, binding and continuing agreement between Leica and ARC is necessary for just and beneficial liquidation of Leica;

b) the Orders sought under this OS are necessary for just and beneficial result wherein the creditors and Leica have been wrongfully prejudiced and disadvantaged.

Background Facts

[3] By a joint development agreement dated 24 October 2007 and a supplemental joint development agreement dated 16 June 2008 (Development Agreements) made between ARC and Leica, ARC and Leica t agreed to jointly develop the Project Land. The said Project Land was then charged to MBSB as security for a facility granted to Leica for the purposes of redeeming the Project Land from the previous chargors, HSBC and developing the Project Land.

[4] A dispute subsequently arose between ARC and Leica arising from the Development Agreements and a Global Settlement Agreement (Settlement Agreement) was entered into by ARC and Leica for a full and final settlement of all outstanding issues and disputes between ARC and Leica wherein it was agreed that:-

a) the Project Land shall be sold by auction at a reserve price ofRM35,000,000 or by private treaty at the minimum price of RM35,000,000 and the proceeds of the sale shall be utilized to settle the amount due to MBSB

b) Messrs Zul Rafique & Partners (Stakeholders), a firm of advocates and solicitors, were to act as the vendors solicitors and stakeholder to receive the balance proceeds from the auction and/or purchase price

c) the Stakeholder was authorized to distribute the balance proceeds from the auction and/or purchase price between ARC and Leica equally after settlement of the amount due to MBSB, settlement of legal costs and the costs of the Settlement Agreement not exceeding RM5,000 only and that there would be no further deduction and/or additional costs payable from such proceeds

[5] On 26 July 2017 a special resolution was passed for a creditors voluntary winding up of Leica and the 1 st Respondent, Chong Chuan Long, was appointed as the liquidator of Leica.

[6] The Project Land was then sold sometime in January 2018 for a total sum of RM24,500,000 (Sale Proceeds).

[7] By a l