OLEH YANG ARIF HAKIM DATO' KANG HWEE GEE

(Oral Judgment delivered immediately after submission.)

This is my oral judgment-(ex-tempore)

This is an application by the plaintiff for an interlocutory injunction to restrain the defendant from presenting a winding-up petition under Section 218 of the Companies Act 1965 on account of the plaintiff being unable to pay its debt.

An et interim order had been made by the late Abdul Wahab bin Said Ahmad J. restraining the defendant from presenting the petition until the disposal of this application.

The grounds for making this application are as follows:

1. We can prove in this proceeding that we are commercially solvent. We have substantial assets worth about RM8.5 million.

2. We are disputing the debt on substantial grounds.

Submits: The defendant in this case is claiming a sum of RM862,929.44.

The debt does not exist. See Affidavit in Support dated 5.12.2006 and also the affidavit of the defendant himself dated 15.2.2007 in particular to Exhibit "DS-6" telling his side of the story with respect to their relationship. In short the defendant had provided services to the plaintiff and had lent money to the plaintiff and the CEO of the company. The loan had been repaid. There was no more debt.

The letter of admission relied upon by the defendant Exhibit "DS-4" which was issued by a direct employee of the plaintiff but this person was under the control of the defendant and therefore should not be relied upon as proof of admission of debt. See Organisation Chart (Exhibit "DS-6") showing the subordinate position of the employee who signed the letter of admission to the defendant.

The employee at that time was only a clerk attached to the Human Resource Section of the company and is in no position to issue the letter of admission relied upon by the defendant to prove the debt which read as follows:

"ASIAN SHIELD WAREHOUSING SDN. BHD.(COMPANY NO. 425390-V)

Lot 15, Lingkaran Sultan Muhamed 2, Kawasan PerusahaanBandar Sultan Suleiman, 42000 Pelabuhan Klang, Selangor Darul Ehsan.

Tel: 3176 2658/59 Fax: 3176 0643 Email: asiangrp@tm.net.my

2nd June 2006

Messrs.Viknaraj, R.D. Ratnam, Rajesh Kumar & Associates,No. 261, 4th Floor, Jalan Tun Sambanthan,50470 Kuala Lumpur.

Attn: Mr. Sivanesan Nadarajah

The loan sum received from Darmalinggam S/O Sinniah is hereby confirmed as follows:

Total Loan Sum as per Summary Payment Voucher No. (From 001 to 0162) RM 1,144,953.10

Amount confirmed with supportings RM 426,645.88

Amount confirmed against statement RM396,881.65

Amount verified - without supportings RM 3 21,42 5.5 7

Thank you.

Sgd.

Jumari Bin Parjan"

Properly if any value is to be attached to the purport of the letter it should have come from the finance department and proper resolution should have been passed by the company.

3. The company is able to pay every cent to the dollar that is to say not commercially insolvent. See our list of assets Exhibit "ABN-7".

Further there is no proof of payment by the defendant of the loan that he had claimed to have advanced to the plaintiff except for a purported statement of account typed in computer format by a computer annexed with the Exhibit "DS-4".

The other evidence relied upon by the defendant to prove the debt is the unsigned letter of settlement for the amount of RM803,651.90 (constituting the statutory demand that was issued) was not signed by the plaintiff and therefore there could be no admission of the sum owed by the plaintiff.

See Court of Appeal decision in Syarikat Mohd Noor Yusof Sdn Bhd v. Polibina Engineering Enterprise Sdn Bhd (in liquidation) [2005] 2 CLJ 676; [2006] 1 MLJ 446 per Mohd Ghazali JCA at 455:

"It is common ground that there is no judgment debt in the present case. The question for the court to consider is whether the petitioner is a creditor and the respondent is a debtor. A creditor is a person who could enforce his claim against the company by an action of debt and a person cannot petition as a creditor