The court clarified the secured creditor's rights under the Companies Act 2016, emphasizing that previous case law under the Companies Act 1965 is overruled where inconsistencies arise.

Wong Kian Kheong JCA:

A. Introduction

[1] This judgment discusses the following three novel questions:

(1) where:

(a) a secured creditor of a company had filed proofs of debts (PODs) in the company's liquidation (Liquidation) and the PODs had stated:

(i) the secured creditor's valuation [Secured Creditor's Valuation (Security)] of the security which is an asset of the company charged in favour of the secured creditor (Security); and

(ii) the secured creditor's claim in the Liquidation of a certain sum as an unsecured debt due from the company to the secured creditor [Secured Creditor's Claimed Sum (Unsecured Debt Portion)];

(b) the company's liquidator had accepted the PODs;

(c) the secured creditor had applied to the winding up court to replace the company's liquidator;

(d) the secured creditor had voted in a creditors' meeting regarding the replacement of the company's liquidator; and

(e) the secured creditor had opposed an application by a company's unsecured creditor to replace the company's liquidator

- whether the secured creditor can amend the Secured Creditor's Valuation (Security), withdraw or amend the Secured Creditor's Claimed Sum (Unsecured Debt Portion) pursuant to:

(aa) section 524(1)(a), (b) and (2) of the Companies Act 2016 ( CA ); and

(bb) paras 13 and 15 of Schedule C ("para 13" and "para 15") to the Insolvency Act 1967 ( IA ) read with s 4(1) of the Civil Law Act 1956 ( CLA ) and s 42 ;

(2) does r 126 of the Companies (Winding-Up) Rules 1972 (CWUR) bar the secured creditor from:

(a) amending the Secured Creditor's Valuation (Security); and

(b) withdrawing or amending the Secured Creditor's Claimed Sum (Unsecured Debt Portion)?

Regarding the above issue, if r 126 CWUR is inconsistent with s 524(1)(a), (b) and (2) CA read with paras 13 and 15, whether by virtue of s 23(1) of the Interpretation Acts 1948 And 1967 (Interpretation Acts), r 126 CWUR is void to the extent of the inconsistency; and

(3) due to the facts stated in the above sub-paras (1)(a) to (e), does the equitable estoppel doctrine bar the secured creditor from amending the Secured Creditors Valuation (Security), withdrawing or amending the Secured Creditor's Claimed Sum (Unsecured Debt Portion)? In this regard, can a case law doctrine of equitable estoppel override s 524(1)(a) and (2) CA read with paras 13 and 15?

B. Background

[2] The appellant bank (Bank) had granted term loans, bridging loans and credit facilities (Credit Facilities) to the respondent company (Respondent).

[3] The repayment of the Credit Facilities by the Respondent was secured as follows:-

(1) the Respondent had executed four debentures in favour of the Bank (Debentures); and

(2) a charge under the National Land Code (NLC) over a piece of land held by the Respondent under Geran 328165, Lot 43929, Mukim Semenyih, Hulu Langat District, Selangor (Land) had been registered by the Respondent in favour of the Bank (NLC Charge).

[4] The Respondent was constructing a development project on the Land (Project) before the Project was abandoned by the Respondent.

[5] On 3 January 2019:

(1) the High court (Winding Up court) ordered the winding up of the Respondent; and

(2) the Official Receiver (OR) was appointed by the Winding Up court as a liquidator of the Respondent.

[6] As a holder of the Debentures, the Bank appointed Mr Lim Keng Peo from Deloitte Corporate Solutions Sdn Bhd as a receiver and manager (R&M) of the Respondent.

[7] A property valuer, CH Williams Talhar & Wong Sdn Bhd (CHWTW), had valued the Land on 24 April 2019 as follows:

(1) the "as is basis" value of the Land was RM2 million; and

(2) based on certain assumptions, the Land was valued at RM13 million.

[CHWTW's Valuation (24 April 2019)].

[8] The R&M received a proposal dated 28 June 2019 from Tristar Union Sdn Bhd to acquire the Project and the Land at a price of RM24.2 million [Tristar's Proposal (RM24.2 Million)]. Tristar's Proposal (RM24.2 Million) was not accepted by the R&M.

[9] The R&M did not inform the Bank regarding Tristar'