Vincent Ng J:

Preamble

Briefly, the applications pending before me are:

(i) Enclosure 43 in D1(D9)-28-850-00 (the first suit) - En. Abdul Rahman bin Mohamed Rashid's (Abdul Rahman) application for the court to take cognizance of the conduct of the liquidator in the performance of his duties;

(ii) Enclosure 54 in the first suit - Abdul Rahman's application to set aside the order dated 8 March 2001;

(iii) Enclosure 1 in D4-24-119-01 (the second suit) - Mr. Jerry Ngiam Swee Beng's (Jerry Ngiam) application for a series of declaration in respect of Jurukur Bina Sdn Bhd's (Jurukur) Board of Directors' Meetings field on 17 and 20 April 2001 respectively, Jurukur's Extraordinary General meeting held on 3 May 2001, resolutions passed by the said board and to maintain the status quoof the Board of Directors and

(iv) Enclosure 1 in D1-24-186-01 (the third suit) - Abdul Rahman's application to validate any irregularities in Jurukur's Annual General Meetings held on 17, 20 & 24 April 2001 respectively.

Background Facts

In order to properly adjudicate upon the various applications before me, it is necessary to review the colourful history of these proceedings in some detail.

Jerry Ngiam and Abdul Rahman are both registered Quantity Surveyors and were sole directors cum shareholders in Jurukur. Abdul Rahman had 60% shareholding with the remaining 40% being held by Jerry Ngiam. Following Abdul Rahman's stroke in 1993, much of the day to day management and administration of Jurukur was handled by Jerry Ngiam.

Sometime in early 1995, Jerry Ngiam set up JASA Ukur Bina, another company in the same field as a prelude to the taking-over of Jurukur. Unfortunately, the setting up of JASA Ukur Bina was used by Abdul Rahman to firstly shut out and eventually oust Jerry Ngiam from Jurukur. Much of Jerry Ngiam's administrative powers were transferred to En. Wan Amin Azharie bin Mahmood. As a result of the complete breakdown in relations between Jerry Ngiam and Abdul Rahman, there was a deadlock in the administration and management of Jurukur.

For these reasons, Jerry Ngiam presented a petition to wind up Jurukur on 4 October 2000. Order in terms was granted on 5 February 2001 and Mr. Anthony Joseph Skelchy (Skelchy) was appointed liquidator of Jurukur. During his brief tenure, Skelchy, with leave of court, appointed Jerry Ngiam as Special Manager to assist him in running Jurukur on 8 March 2001. Abdul Rahman successfully secured a stay of the winding order on 6 April 2001 and once more took over the administration and management of Jurukur.

Soon after, on 27 April 2001, Jerry Ngiam took out the second suit in respect of Abdul Rahman's actions after the stay order. Abdul Rahman commenced the third suit on 9 July 2001, seeking to validate the same actions and also filed encls. 43 and 54 on 24 November 2001 and 11 June 2002 respectively.

It is noteworthy that despite two of the suits being filed at different intervals, they were transferred to Commercial 1. The first suit was assigned to Commercial 1 sometime in June 2001 when Commercial 9 was closed. Upon the application of Jerry Ngiam, a consent order was recorded on 12 June 2002 to consolidate the second and third suits respectively. In order to expedite the hearing of all four applications, the applications were all fixed for hearing on the same day.

Enclosure 43

Abdul Rahman's application was made under s. 277(2) of the Companies Act 1965(CA 1965) which provides that:

... the court shall take cognizance of the conduct of liquidators, and if a liquidator does not faithfully perform his duties and observe the prescribed requirement or the requirements of the Court or if any complaint is made to the Court by any creditor or contributory or by the Official Receiver in regard thereto, the Court shall inquire into the matter and take such action as it thinks fit.

Abdul Rahman maintained that Skelchy acted in contravention of s. 236(1) CA 1965by appointing Kenneth Gomes as solicitor to assist him in