Clement Skinner J:

[1] This is the hearing of two applications before the court. Before describing them it will be helpful to first state some introductory facts.

[2] On 15 January 2003 an order was granted for the winding up of the respondent company Borneo Pulp Plantation Sdn Bhd at the instance of the petitioner herein on the grounds that it had lost its substratum. The substratum consisted of:

(a) several pieces of land over which it was to establish a tree plantation for the manufacture of pulp, which was resumed by the Government of Sarawak in the year 2002; and

(b) its shareholding, amounting to 20% of the issued share capital of a related company called Borneo Pulp & Paper Sdn Bhd (hereafter 'BPP', which was set up to operate the tree plantation and the pulp mill, but which was ordered to be wound up on 20 September 2002.

[3] On the respondent being wound up, the court appointed Encik Mustapha Bin Mohamad and Mr Jeyaraj a/l Ratnaswamy as joint and several liquidators (hereafter together referred to as 'the liquidators') of the company. When granting the winding up order the court also granted certain other specific powers to the liquidators which included the power: "(c) To compromise any calls and liabilities to calls, claims, debts and liabilities, and to give a complete discharge in respect thereof; and "(d) To enter into compromise, settlement and/or arrangement with any creditor or person having any claim present or future, certain or contingent, against the company". The granting of such powers to the Liquidators has been called into question by Asia Pulp & Paper Co Ltd ('APP') a contributory of the respondent in these proceedings.

[4] Following their appointment, the Liquidators say they have realised so much of the property and assets of the respondent as can in their opinion be realised. They have also caused a Final Report of the Liquidation of the respondent to be filed with the court. To reach the position they have, the Liquidators have dealt with other parties, namely, the petitioner as well as those persons who have been appointed as either the Liquidator or managers and receivers of BPP, to resolve certain claims and cross-claims arising between them. To resolve such claims the Liquidators and the other parties I have just mentioned entered into a framework agreement on 26 June 2003 and a deed of assignment on 30 June 2003. APP questions the Liquidators in having done so.

[5] As I mentioned a moment ago, the Liquidators, believing that they have realised so much of the property and assets of the respondent as can in their opinion be realised and having filed their final report, wish to bring the liquidation to an end by being released as Liquidators and having the respondent dissolved. That is the first application before the court and the orders were sought by way of a motion.

[6] On the hearing of the motion, APP appeared and opposed it and complained that:

(a) the Liquidators had not provided it with sufficient information regarding the respondent's liquidation and only came to learn of the matters they now complain about on being served the motion papers;

(b) the petitioner had made various payments totalling some RM79 million to the secured creditors of the respondent and had thereby become the assignee of all the secured creditors' rights, benefits, title and interest but the Liquidators had failed to inform APP about these payments;

(c) the Liquidators had entered into the framework agreement and the deed of assignment, again without disclosing this to APP.

[7] APP complained that in conducting themselves in the above manner, in particular in failing to obtain the approval of the court or a committee of inspection to enter into the framework agreement and deed of assignment, the Liquidators had failed to discharge their duties fully and properly. Accordingly, APP indicated that they would be seeking leave of the court to bring proceedings against the Liquidators for misfeasance in the discharge of th