Abdul Malik Ishak J:

The respondent, Celini Corporation Sdn Bhd, was incorporated on 9 December 1992 under the Companies Act 1965, with its registered office at room 204, 2nd floor, Chevron Complex 1-3, Jalan Sisir 1, Taman Seraya, Kulai Besar, 81000 Kulai, Johor. The nominal capital of the respondent was said to be 100,000 shares divided into RM1 each and its paid up capital was said to be RM100,000. The objects of the respondent were, inter alia, to deal, distribute and transact wire mesh, tiles, bricks and other building materials. The respondent was indebted to the petitioner, Pioneer Concrete (Malaysia) Sdn Bhd, to the tune of RM462,819.50 being the balance of the purchase price of goods sold and delivered together with interest at the rate of 1% per month. The respondent failed, neglected and/or wilfully refused to pay to the petitioner the sum of RM462,819.50 notwithstanding numerous demands by the petitioner. A notice of demand dated 8 July 1997 pursuant to s. 218 of the Companies Act 1965 was duly served on the respondent by leaving a copy of the same at the registered address of the respondent as mentioned aforesaid on 10 July 1997. The petitioner believed that the respondent was insolvent under the provisions of s. 218 of the Companies Act 1965 and that the respondent was unable to pay its debt. It was said that it was just and equitable that the respondent be wound up. The petitioner prayed for the following prayers in encl. 2 para. 8:

(a) that the respondent may be wound up by the court under the provisions of the Companies Act 1965; (b) that a liquidator be appointed;

(c) that the petitioner be allowed costs of and incidental to the winding up which would be taxed by the proper officer of the court and paid out of the assets of the respondent; and

(d) such other order as may be made in the premises as shall be just.

Miss Song Lian Gek, learned counsel for the petitioner, rightly pointed out that there were two potent issues raised by the respondent in the affidavit of reply affirmed by Chin Kwai Sun on 3 November 1997 as reflected in encl. 5. I will now deal with these two issues, not in its order of merit.

The Debt Of RM462,819.50 Was In Dispute

The respondent disputed the debt and alleged that the petitioner did not take into account those sums which had been paid particularly the sum of RM152,349 as reflected in exh. "C1" of encl. 5. It is interesting to note that exh. "C1" of encl. 5 showed that the sum of RM152,349 was payment made for November 1996 whereas the petition in encl. 2 which itemised the debt to be RM462,819.50 was for the period from 2 December 1996 till 3 March 1997 - see annexure "A" thereof. This would clearly put the argument of Mr. Mathews George for the respondent to an end. In fact, the petitioner to make doubly certain exhibited the same exhibit in encl. 8 marked as "LKH 1" which showed that the debt due was RM462,819.50 and not something else. A passage from the judgment of Plowman J in re Tweeds Garages Ltd [1962] 1 Ch D 403 merits reproduction. That passage would nip in the bud the problem as raised by Mr. Mathews George and that passage reads as follows (see p. 413 of Plowman J's decision):

From those sections it appears that the only qualification which is required of the petitioners in this case is that they are creditors and about that, as I have said, there is really no dispute. Moreover, it seems to me that it would, in many cases, be quite unjust to refuse a winding-up order to a petitioner who is admittedly owed moneys which have not been paid merely because there is a dispute as to the precise amount owing. If I may refer to an example which I suggested in the course of argument, suppose that a creditor obtains judgment against a company for 10,000 pound and after the date of the judgment is paid off. There is a genuine bona fide dispute whether the sum paid off is 10 pound or 20 pound. The creditor then presents a petition to have the company wound up. Is the