A party seeking intervention in winding-up proceedings must demonstrate a direct legal interest in the company; otherwise, the application will be dismissed.

JUDGMENT

Enclosure 1

Nadzarin Wok Nordin JC:

[1] Before this Court is an application by Ungku Amir bin Ungku Suliman (Ungku) in encl 1 (453 Application) under PW-28PW- 453-12/2020 (PW 453) pursuant to O 15 r 6(2)(b), O 18 r 19 (1)(a) (b) (c) or (d), O 92 r 4 of the Rules of 2012, s 25(2) of the Courts of Judicature Act 1964 and s 493 of the Companies act 2016 for inter alia the following orders:

a) to intervene in the proceedings;

b) for the application in WA-28PW-333-09/2020 (PW 333) be set aside in limine; or

c) alternatively, if in the opinion of this Court that the Members Voluntary Winding Up dated 18 December 2019 referred to by the Liquidator in the Post Winding Up (although Zed Enterprise (M) Sdn Bhd, [Company] is solvent and there is no record of the Liquidator being registered with the Suruhanjaya Syarikat Malaysia(SSM) is applicable whereby Ungku has applied for an order pursuant to s 493 of the Companies Act 2016 to terminate the Members Voluntary Winding Up.

[2] The grounds on which the 453 Application is premised on are inter alia as follows:

i. Ungku is a Director of the Company

ii. the appointment of the Liquidators in this proceedings, Dato Adam Primus Varghese Bin Abdullah, Macpherson Simon and Iswari Manokharan (Liquidators) had been prevented and/or set aside by way of a Court Order dated 14 January 2020 (14.1.2020 Order) obtained at the Kuala Lumpur High Court before YA Dato Ahmad Bache vide Originating Summons No WA-24NCVC-41-01/2020 (OS 41)

iii. further pursuant to the Court Order dated 4 February 2020 (4 February 2020 Order) the parties had agreed to the stay of the 14 January 2020 Order whilst awaiting Ungku's application in OS 41 to be decided via an inter parties hearing which has been fixed for 18 December 2020

iv. Abdul Majid b Japri (Majid), one of the directors and shareholder had filed an application to set aside the 14 January 2020 Order and that both Ungku's application and Majid's application have been fixed to be heard on 18 December 2020

v. at all material times the solicitors for the Liquidator, Messrs Ho Partnership (Liquidator's Solicitor) and the Liquidator were aware of the said Court Orders and the 4 February 2020 Order

vi. on 17 November 2020 a notice of appointment of solicitors had been filed by the lawyers acting for Ungku whereby the application to surrender and deliver all books, papers etc had been filed against Ungku

vii. on the said date, the Ungku's solicitor had filed a Notice of Appointment for WA-28PW-334-09/2020 (PW 334) after which he became aware that the liquidator had filed another Ex Parte Forms of Summons in PW 333 wherein the Liquidator were inter alia seeking for all properties belonging to the Company to be vested with the Liquidators and for the Liquidators to take control of all properties belonging to the Company

viii. apparently in the month of September, the Liquidator's Solicitor had filed an Ex Parte Forms of Summons for the custody and vesting of the Company's property and had given the impression to this Court that the Company was wound up by way of a Members Voluntary Winding Up without disclosing the various Court orders

ix. Ungku is concerned that if this Court allows the ex parte for PW 333, all the Court Orders in respect of the Company will be in vain. A sale and purchase agreement dated 4 September 2019 (4 September 2019 SPA) which has been executed by the Company and one Perfect Leisure Sdn Bhd will probably be breached and the Company will be sued for damages and the refund of the commitment amounting to RM5,800,000 and others will be deeply prejudiced

x. this Court is the proper forum for Ungku to intervene so that the Company, which is solvent, can proceed with the SPA and prevent the Liquidator from obtaining the Ex Parte orders and of which their appointment is in the first place null and void in accordance with the 14 January 2020 Order

xi. the post Winding Up applications filed by the Liquidator is mala fide and meant to distract / sidetrack this Court

xii