The liquidator's actions were found lawful, with no basis for removal based on alleged undervalue or collusion.

[1] These are our brief grounds of judgment in respect of this appeal. Vide this appeal, the appellant, Lim Boon Chuan @ Lim Ban Huat ('the appellant'), seeks to remove the very liquidator that he proposed for appointment, in Companies Winding Up Petition No 28 NCC-177/04/2015. The appellant was the petitioner in that winding up.

[2] In the High Court, the appellant sought the removal of Dato' Tee Guan Pian ('the liquidator') under s 137 of the Companies Act 1965 and the substitution of one Duar Tuan Kiat as liquidator. More importantly, the petitioner also sought the setting aside of a sale and purchase agreement dated 13 November 2015 entered into between the liquidator on behalf of the company as vendor and one Steady Developments Sdn Bhd as purchaser in respect of three titles, namely GRN 46990, GRN 47648 and GRN 47993 comprising five parcels of land amounting to 852.6 acres. The basis for such removal were the allegations that: (i) the liquidator had acted in contravention and/or in breach of his statutory and fiduciary duties; (ii) had acted unreasonably in failing to ascertain the true market value of the land; and consequently (iii) had failed to secure a fair market price for the subject lands.

[3] The appellant also sought to contend that the liquidator had acted in collusion with the purchaser through Tan Peng Son ('TPS') to effect this sale to Steady Developments, the 2nd respondent.

[4] For the liquidator, it was argued in rebuttal that the sale had been effected with full disclosure, that the highest bid was accepted, that too with the knowledge and consent of the creditors and contributories, and that the sale price was not at an undervalue premised on a contemporaneous and independent valuation undertaken. Therefore, no possibility of collusion arose and the company had not suffered any loss by reason of the sale.

The Factual Matrix - Chronology Of Events

[5] The appellant is a minority shareholder, out of five other such shareholders who collectively hold 42.5% of the shares of the 1st respondent company. One other minority shareholder was Emiprima Sdn Bhd ('Emiprima').

[6] The six majority shareholders holding collectively 57.5% of the shares in the company are:

(i) Tan Peng Son (17.5%);

(ii) Chng Kiam Huat (20%);

(iii) Tan Eng Soi (2.5%)

[7] Tan Peng Son was the Managing Director the appellant and one Lim Mei Hsia were amongst the other 12 directors of the company.

[8] The appellant petitioned for the winding up of the company on the ground that cash advances totalling RM5,327,167.09 made by him to the company were not re-paid and the statutory notice issued under s 218 of the Companies Act 1965 ('the Act') was not met. The winding-up order was made on 14 August 2015 and one Tee Guan Pian was appointed the 1st respondent's liquidator. As stated at the outset, the liquidator was the appointee of choice of the appellant.

[9] (i) About three weeks after his appointment, that is on 7 September 2015, the liquidator advertised for the sale of the company's three parcels of land in two local publications namely The Star and Sin Chew Jit Poh. The land was planted with oil palm trees and also built on the lands were an estate manager's bungalow, estate office, workers' quarters and a store. Machineries, equipment and office furniture were also kept on the land. The deadline for submission of the tender was on 28 September 2015.

(ii) On 28 September 2015, Emiprima wrote to the liquidator informing him that an adjacent land was transacted at RM250,000 per acre. (See Tab 22 of the Core Bundle of Documents,