The necessity for special circumstances in granting a stay of winding-up proceedings is emphasized, rejecting applications based on ordinary business matters.

[1] This is an application to stay the petition for the winding-up of a company.

[2] The Petitioner is the Malaysian Inland Revenue Board.

[3] The Respondent company is private limited company involved in property development and construction business.

[4] On 10 June 2015, the Petitioner obtained two default judgments against the Respondent totaling to RM908,576.36 plus interests and costs for unpaid taxes for years of assessment 2003, 2004 and 2008 pursuant to Butterworth Sessions Court Suits no B51- 04 & 05-11/2014.

[5] The Petitioner thereafter on 19 December 2017 initiated this Winding-up Petition against the Respondent pursuant to ss 466(1)(a) and (e) of the Companies Act 2016 . The hearing of the Petition is still pending.

[6] On 5 February 2018, the Respondent filed this application to stay this petition until 30 June 2019 or such other dates as determined by the Court (encl 13)("Application").

[7] The affidavits that were filed for purposes of the Application are as follows:

(i.) Respondent's affidavit in support affirmed by Faudzi Naim bin Haji Noh dated 5 February 2018;

(ii.) Petitioner's affidavit in reply affirmed by Mohammad Asri bin Noordin dated 23 February 2018;

(iii.) Respondent's affidavit in reply affirmed by Faudzi Naim bin Haji Noh dated 3 April 2018; and

(iv.) Petitioner's affidavit in reply (2) affirmed by Mohammad Asri bin Noordin dated 18 April 2018.

[8] After having read the cause papers and written submissions of the parties, I heard counsel on 7 June 2018. I thereafter dismissed the Application with costs of RM1,500.00.

[9] I now furnish below the grounds in support of my decision.

Contentions And Findings

[10] First and foremost, the Petitioner raised a preliminary objection that Respondent filed the Application by way of notice of application instead of summons in chambers as required by r 7(2) of the Companies (Winding-up) Rules 1972 that reads:

"7. Motions and Summons

(1) Every application in Court, other than a petition, shall be made by motion and shall be served on the party effected thereby not less than two days before the day named in the notice for hearing of the motion. An application for leave to serve short notice of motion shall be made ex parte.

(2) Every application in Chambers shall be made by summons in Form 1, which, unless otherwise ordered, shall be served on every person against whom an order is sought, and shall require that person or persons to whom the summons is addressed to attend at the time and place named in the summons; and the summons shall be served not less than two days before the day named in the summons, unless in any case it shall be otherwise ordered."

[11] The petitioner referred to the case of Sun Microsystems (M) Sdn Bhd v. KS Eminent Systems Sdn Bhd, [2000] 4 MLJ 565 where Abdul Hamid Mohamad J (later CJ) held as follows:

"it is important that procedure applicable in a writ action should not be incorporated into a winding-up proceeding. It is not meant to be."

The Rules of 2012 are not applicable by reason that it is prescribed in O 1 r 2(2) that that the rules do not have effect in proceedings in respect of which rules have been made under written law specific to those proceedings. Thus in Perdana Merchant Bankers Bhd v. Maril Rionebel (M) Sdn Bhd, [1996] 4 MLJ 343, Abu Samah JC (later FCJ) held as follows:

"There is no provision under the Act or the Rules akin to O 13 r 8, O 14 r 11, O 19 r 9, or O 81 r 7 of the RHC. Or