A liquidator cannot unilaterally withdraw remuneration without court approval or consent from all contributories; non-compliance results in wrongful retention of funds.

[1] There are nineteen (19) appeals before this Court. The subject matter of the majority of these appeals relate to the remuneration as well as the discharge and release of a liquidator, one Yew Fooi, arising subsequent to his removal as the liquidator of five companies. The application for his removal was allowed by the High Court and upheld by the Court of Appeal.

[2] As such, these appeals relate to orders made by the High Court in relation to interim payments drawn and retained by the liquidator himself as fees for work done during the tenure of his appointment, as well as his subsequent release and discharge. Two of the appeals relate to an examination of the sale of businesses of the relevant companies by the liquidator.

Salient Background Facts

[3] These appeals arise as a consequence of a family shareholders' dispute between the majority contributories of the five companies ('majority') and the minority contributories of these companies ('minority'). They are all related through the founder of this group of companies, one Ong Ching Chee, after whom a number of the companies are named. Essentially the two groups of disputing contributories are from different arms of the same family.

[4] A shareholders' dispute arose between the majority and minority contributories resulting in the minority contributories filing winding up petitions in respect of the five companies premised inter alia, on the ground that it is just and equitable that the companies be wound up. It is significant that all five companies are solvent.

[5] On 9 April 2014, Lim Chong Fong J, ordered that the five related companies be wound up pursuant to s 218(1)(i) of the Companies Act 1965 . His Lordship further ordered that Yew Fooi be appointed as the liquidator (The choice of liquidator was at the behest of the minority contributories who presented the petitions for winding up.)

[6] The five companies in question are:

(i) Elegant Palms Sdn Bhd ('Elegant Palms');

(ii) Pengangkutan Jasa Sdn Bhd ('Jasa');

(iii) Ong Ching Chee Realty Sdn Bhd ('OCC Realty');

(iv) Ong Ching Chee Capital(M) Sdn Bhd ('OCC Capital'); and

(v) Ong Ching Chee Lorry Transport Sdn Bhd ('OCC Lorry Transport').

[7] The judgment of the High Court sets out the basis for the judge's finding that there was "a fundamental breakdown in the common understanding underlying the companies".

Events Post-Winding Up Of The Five Companies On 9 April 2014 And The Subsequent Period

[8] The function of the liquidator here as in other cases, was to liquidate the assets. He was appointed, it will be recalled on 9 April 2014. The primary assets of these companies are their businesses. It was contended for the liquidator that it was imperative that these solvent businesses were maintained at optimum levels so as to ensure that the best realisable value could be obtained.

[9] Finally it was the majority contributories who purchased the businesses of Elegant Palms, Jasa and OCC Lorry Transport. The minority contributories had numerous objections about the entire tender process, contending that it was conducted unfairly, particularly in relation to the invitation and acceptance of bids. They further contended that the exercise had not been conducted in the interests of the company or the minority contributories. They further alleged that the tender exercise in relation to the properties of OCC Lorry Transport and OCC Realty were designed to favour the majority contributories.

[10] These issues were in fact the subject matter of the removal application.

[11] The purpose of referring to these matters here, is only in so far as they are relevant the appeals relating to the remuneration claimed by the liquidator as:

(i) justifying the interim payments he had drawn while still a liquidator, and

(ii) justifying further payment