The orders under s 237(3) must pertain to administrative matters; substantive rights cannot be resolved through this provision.

[1] The above two appeals were heard together, having arisen out of the same decision of the High Court made pursuant to s 237(3) of the Companies Act 1965 . The learned judge had granted the liquidators' application made under s 237(3). Preliminary objections on the appealability of the appeals as well as the locus standi of both appellants were raised, quite aside from arguments on the substantive issues.

[2] After an extensive hearing and upon full consideration of the oral and written submissions together with the grounds of decision of the learned judge, we allowed both appeals, concluding that the decision of the learned judge was not within the mandates of the law. These are our reasons in full.

[3] For convenience, we shall refer to the parties by their names.

Material Background

[4] The underlying facts and relationship of the various parties before the Court are not in dispute. Pursuant to a loan agreement dated 17 December 1982, Overseas Union Bank Limited [OUB] granted United Securities Sdn Bhd [USSB] a loan of USD18.7 million for the purchase of 2.5 million shares amounting to 50% equity in a company known as City Centre Sdn Bhd [CCSB]. As part of the terms of the loan agreement, USSB executed a debenture whereby a charge was created in favour of OUB over the shares purchased [CCSB Shares] and all other assets of USSB.

[5] Subsequently, OUB merged with its holding company, United Overseas Bank Limited [UOB Singapore] in Singapore, and UOB Singapore took over all the businesses and undertaking of OUB. The directors of USSB also executed joint and several guarantees to UOB Singapore.

[6] Pursuant to cl 4.2 of the debenture, the CCSB Shares were then registered in the name of UOB Nominees, the nominee company of OUB and now of UOB Singapore.

[7] On 25 April 2000, CCSB was compulsorily wound-up. The present liquidators, Mak Kum Choon and Yeoh Siew Ming [Private Liquidators] replaced the Official Receiver, who had earlier taken over from the private liquidator who was first appointed following the winding-up order.

[8] On 30 January 2007, USSB was also compulsorily wound-up, and a private liquidator was appointed.

[9] CCSB owned 16 parcels of land located within Kuala Lumpur [CCSB lands]. In May 2017, the liquidators of CCSB sold the CCSB lands for approximately RM516 million. On 18 September 2017, the Private Liquidators moved the Court under s 237(3) of the Companies Act 1965 , seeking directions as to whether UOB Nominees is the sole and rightful contributory of CCSB for purposes of distribution of surplus funds of RM442 million after considering CCSB's liabilities and other liquidation expenses.

[10] Specifically, the questions posed were:

(1) Whether UOB 2006 Nominees (Tempatan) Sdn Bhd (UOB Nominees) is the sole and rightful contributory of CCSB for the purpose stated in para (2) below;

(2) In the event para (1) above is answered in the affirmative, whether the surplus or remaining proceeds from the sale of the assets of CCSB, after settlement of the company's debts as owed to its unsecured creditors plus any lawful outgoings such as any liquidations costs and expenses (Surplus Funds) may be forwarded to UOB Nominees by the Liquidators of CCSB to allow UOB Nominees to apply the Surplus Funds based on its legal entitlement under the relevant security documents and thereafter remit the surplus thereof (if any) to the Liquidator of United Securities Sdn Bhd (Receiver and Manager Appointed) (In Liquidation) (USSB);

(3) In the event para (1) above is answered in the