Liquidators must exercise discretion in accepting bids, conflict of interest must show actual impairment to independence; no economic loss shown prevents actions against them.

[1] There are three appeals before this court; namely Civil Appeals No 02-11-2011(W), 02-12 2011(W) and 02-13-2011(W) arising from two main applications filed before the High court by the respective parties. The first application was filed by the majority contributories of Kian Joo Holdings Sdn Bhd (in liquidation) ["the company"] against the liquidators of the company for leave to proceed with legal proceedings ["the leave application"] against the liquidators for alleged misconduct in a tender of the assets and eventual award to Can-One International Sdn Bhd ["Can-One"]. The second application was filed by the liquidators for directions as to whether to complete the sale to Can- One ["the directions application"]. There were a number of other applications by other interested parties, but those, as explained later in this Judgment were corollary to these main applications.

[2] The appellants ["the liquidators"] in Civil Appeal No 02-11-2011(W) and 02-12 2011(W) are the court appointed liquidators of the company. The company with the consent of the shareholders was wound up by an order dated 30 January 1996. The appellant in Civil Appeal No 02-13 2011(W) is Can-One.

[3] On 25 September 2009 the learned Judicial Commissioner of the High court found in favour of the liquidators on the Leave Application whilst under the Directions Application, the learned Judicial Commissioner directed the completion of the sale to Can-One. The decision of the High court was reversed by the court of Appeal.

[4] On 21 February 2011 the liquidators were granted leave to appeal to the Federal court in respect of both the Leave Application and the Directions Application. Pursuant to such leave, two appeals were filed: 02( )-11-2011(W) in relation to the Leave Application and 02( )-12-2011(W) in relation to the Directions Application. Can-One also obtained leave and has filed an appeal to the Federal Courtvide Civil Appeal No 02-13-2011(W).

[5] This court had dismissed the appeal by Can-One vide Civil Appeal No 02-13-2011(W) on 13 July 2011 without hearing the merits of the appeal upon application made by the respondents. The appeal by Can-One was dismissed on the ground that there were material defects in the memorandum of appeal filed by Can-One and hence a breach of the substantial provisions under Rule 57 of the Rules of the Federal court 1995.

Background Facts

[6] The relevant background facts of the matter on which all the applications are premised upon which the learned Judicial Commissioner of the High court arrived at her decision are as follows:

(1) On September 1994 the 1st to 11th petitioners (representing the minority contributories) filed before the High court a petition to wind-up the Kian Joo Holdings Sdn Bhd ("the company").

(2) By a consent order dated 30 January 1996 the High court ordered that the company be wound up pursuant to s 218(1)(f) and (i) of the Companies Act 1965 ("the Act"). Abdul Jabbar bin Abdul Majid and Ng Kim Tuck were appointed as liquidators of the company to act jointly and severally. By order of court dated 2 October 2007, Ooi Woon Chee replaced Abdul Jabbar bin Abdul Majid. Therefore Ng Kim Tuck and Ooi Woon Chee are the current liquidators of the company.

(3) There are 27 contributories of the company. Broadly they can be divided into two factions. The majority contributories representing 52% in value of the shares of the company is led by Dato' See Teow Chuan ("Dato' See").

(4) The minority contributories representing 48% in value of the shares in the company is led by Dato' Anthony See Teow Guan ("Dato' Anthony").

(5) The company owns 153,868,617 ordinary shares of RM0. 25 each ("KJCFB shares") in Kian Joo Can Factory Berhad ("KJCFB") representing 34. 46% of the total is