Post-winding up, any share transfers are void unless validated by the court, reinforcing creditor protection and clarifying the inapplicability of previous contrary rulings.

[1] The issues that arise in this case are as follows:

1.1. Whether a transfer of shares in a company after commencement of winding up (as defined in s 219(2) of the Companies Act 1965 ), that is, upon the presentation of a winding up petition in respect of that company), falls within the ambit of s 223 of the ("s 223 CA") such that vis-a-vis the company, the transfer is void, unless validated by the court. The other aspect of this issue is also whether the case of Nadaraja Muthu & Ors v. Palanisamy Ramasamy, 2003 MarsdenLR 1902 was decided per incuriam (collectively called "first issue").

1.2. Whether a common law stay (as opposed to a stay made under s 243 of the Companies Act 1965 - "s 243 CA") of the winding up proceedings made by a court in related civil proceedings has the effect of rendering s 223 inoperative so long as the stay is extant. The other aspect of this issue is also whether the decision of the court of Appeal in The Ayer Molek Rubber Company Berhad v. Bintang-Bintang Sdn Bhd , [2013] 4 MLJ 401 which was predicated on the stay of a winding up under s 243 and therefore rendering s 223 inoperative, equally applies to a common law stay of winding up proceedings ("second issue").

[2] The first issue lies at the heart of two applications made under O 14A of the Rules of 2012 ("ROC 2012 ") namely the Notice of Application dated 17 July 2013 by Tan Sai Hong ("Mdm Tan"), the plaintiff in Penang High court Civil Suit No. 22NCVC-80-02/2013 ("Suit No. 80") which shall be referred to as "Mdm Tan's O 14A Application"(Enclosure 33) and Notice of Application dated 29/7/2013 filed by Teoh Kiang Hong ("Gary"), the 2^nd defendant in Penang High court Civil Suit No. 22NCVC-83-02/2013 ("Suit No. 83") which shall be referred to as Gary's O 14A Application" (Enclosure 36). Mdm Tan's O 14A application and Gary's O 14A application shall collectively be called "the O 14A applications ". The Companies Act 1965 will hereafter be referred to as "CA ".

[3] As is apparent from the intitule, these are consolidated proceedings whereby Suit No. 80 and Suit No. 83 were consolidated by an order dated 21 June 2013. As the parties have been described differently in the two suits, there is bound to be confusion if I were to refer to the parties either as plaintiff or defendant. As such and in order to avoid confusion, I have decided to adopt the following nomenclature in describing the parties:

Nomenclature

Theow Say Kow @ Teoh Kiang Seng, Henry: 1^st plaintiff in Suit No. 83 and defendant in Suit No. 80

Henry

Teoh Soo Beng: 2^nd plaintiff in Suit No. 83

Todt

Teoh Kiang Hong: 1^st defendant in Suit No. 83

Gary

Tan Sai Hong: 2^nd defendant in Suit No. 83 and plaintiff in Suit No. 80

Mdm Tan

Juru Auto-City Sdn. Bhd. (No. Syarikat 137490-H) (dahulu yang dikenali sebagai Frontier Highway Auto City Sdn. Bhd. dan Tefatta Industry Sdn. Bhd.): 3^rd defendant in Suit No. 83

JACSB

Highway Landmark Sdn. Bhd. (No. Syarikat 344772-X): 4^th defendant in Suit No. 83

HLSB

Western Frontier Sdn. Bhd. (No. Syarikat 313190-Dd): 5^th defendant in Suit No. 83

WFSB

Suruhanjaya Syarikat Malaysia: 6th defendant in Suit No. 83

SSM

JACSB, HLSB and WFSB

the Companies

The Background

The relationship of the parties

[4] Henry and Gary are brothers. Mdm Tan is Henry and Gary's mother. Todt is Henry and Gary's cousin. JACSB, HLSB and WFSB are private limited companies (collectively, "the Companies") that were originally used to purc