[1] The appellants sought leave under s 263(2) of the Companies Act 1965 to commence proceedings against the respondent as the respondent was voluntarily wound up under s 254 of the on 20 May 2015. The application was opposed by the liquidators of the respondent. Leave was refused.

[2] At the appeal, we unanimously allowed the appeal and set aside the decision of the High COURT. Our reasons in full are set out below.

Brief facts

[3] Prior to being wound up, the respondent entered into an agreement dated 21 March 2011 wherein subject to various terms and conditions, the respondent agreed to sell to the 1st appellant two plots of lands for a total purchase consideration of RM3,312,000.00. In respect of the first piece, the respondent together with various individual owners were the registered proprietors of an undivided portion of land held under Geran 94160, Lot 5732, Mukim Batu, Daerah Kuala Langat, Negeri Selangor. Effectively, the respondent sold its shares representing 22.4163 acres to the appellants. This was known as the "bigger plot" and it was sold for RM218,550.60.