Section 232(1) of the Companies Act 1965 does not require prior court leave for the removal of a liquidator.

[1] One Ong Jin Ek, who was a contributory to STM Transformers Sdn Bhd ("the company"), petitioned to wind up the company on just and equitable ground pursuant to s 218(1)(i) of the Companies Act 1965 ("the Act"), by which petition, on 21 June 2013, the company was compulsorily wound up and the respondent was appointed a liquidator.

[2] On 30 June 2014, the appellant, who was also the company's shareholder and Director, sued by originating summons seeking to remove the respondent as the liquidator premised on s 232(1) of the Companies Act 1965 and to appoint the Official Receiver as a new liquidator. Supporting the application, the appellant in his affidavit in support complained of criminality of the acts of the respondent involving, inter alia, attempted bribery as well as the respondent's conduct in engaging gangsters allegedly to protect the company's assets and premises, to threaten to lock up the company's factories and to evict him from the premises illegally. The appellant also alleged that the gangsters came to his factory at Pending, banged the main gate and continuously threw stones into it, endangering the lives of his staff and himself, forcing his factory operation to stop. With the criminal element thrown in, the appellant reported to the police and the Malaysian Anti-Corruption Commission complaining specifically about these incidents.

[3] The respondent, however, by notice of application pursuant to O 18 r 19(1)(b), (c) and (d) and O 92 r 4 of the Rules of 2012, sought the Court's order to strike out the appellant's originating summons grounded, inter alia, on the appellant's failure to obtain the requisite leave from the winding up Court to commence proceedings against the respondent for his removal as the liquidator for the company.

[4] The learned judge, on 2 September 2014, allowed the application to strike out the originating summons apparently based on the sole ground that the appellant did not obtain leave from the Court which appointed the respondent as the liquidator, before the action could be brought against the respondent to remove him as the liquidator for the company.

[5] The appellant appeals to this Court. This appeal in our view, turns upon a pure question of law. At the heart of the matter lies the question whether s 232(1) of the Act when properly construed, requires prior leave of Court to be obtained before an application to remove the respondent as the liquidator for the company can be made pursuant to the said section. The appeal is based on the contention which is confined solely to this question which the learned counsel on behalf of the appellant has submitted that the proper construction of s 232(1) of the Act would show that no leave is required for the appellant's application to remove the liquidator of the company. On the contrary, for the respondent, the argument brought to bear upon the proper construction of s 232(1) of the Act is that leave of Court is required for the appellant to proceed against the liquidator of the company for his ultimate removal without which the appellant has no right to commence this action against the respondent and thus the Court was not competent to hear it.

[6] To appreciate the contentions that have been raised before this Court, and for convenience, we reproduce below the relevant part of s 232(1) of the Act:

"232 General provisions as to liquidators

(1) A liquidator appointed by the Court may resign or on cause shown be removed by the Court."

It would seem to us that the decision of the Court below that leave was required from the Court which appointed the respondent before an application under s 232(1) can be proceeded with was made "in the face of such binding statement on the law from th