Proper service of process and the right to be heard is fundamental in winding-up proceedings, and failure to adhere to these principles renders the order a nullity.

[1] This appeal emanated from the decision by the Shah Alam High Court delivered on 14 July 2017. The learned judge had dismissed the appellants' Originating Summons to, inter alia, set aside a winding-up order and to declare the liquidation of the company Nation Park Sdn Bhd ("the company") to be null and void.

[2] The learned judge had also, at the same hearing, dismissed the appellants' application in encl 5 in which an injunction was sought against the liquidator of the company, the 3rd respondent here, from carrying out the liquidation of the company until the disposal of the Originating Summons.

[3] Aggrieved with the decision, the appellants filed the instant appeal. After hearing the parties and taking into consideration the written submissions, we unanimously allowed the appeal and set aside the order of the High Court. Our reasons for doing so now follow and will constitute the judgment of the Court.

Background Facts

[4] On 4 June 1993, the company was established by the 1st respondent's late husband, one Ng Kin Yong. The business activity of the company included nursery plantation, landscaping and maintenance of landscape gardens. The late Ng Kin Yong had his siblings involved in the business, namely, the 1st and 2nd appellants and another brother named Ng King Siong.

[5] Each sibling was entrusted with different responsibilities in that they handled different departments and projects of the company. The relationship of the late Ng Kin Yong and his siblings in the company was essentially a "quasipartnership". The late Ng Kin Yong, as the founder and majority shareholder of the company, was at all times the decision maker of the company. He also managed the day-to-day operations of the company and held the position of director and project manager of the company.

[6] On 16 October 2015, the late Ng Kin Yong was diagnosed with terminal cancer. He passed away on 29 March 2016. Before the late Ng Kin Yong passed away, the shareholding of the company was held by the parties as follows:

[7] The 1st respondent, being the wife (now widow) of the late Ng Kin Yong,was appointed as a Director of the company on 28 March 2016 at the request of her late husband in order to maintain the company as family business. After the demise of the late Ng Kin Yong, all of his shares were transmitted to the 1st respondent.

[8] Despite the transfer of the shares, the 1st respondent was never involved in the operation and management of the company. She relied on the siblings of her late husband to manage the company. The 1st respondent's role was limited to checking and monitoring the finance of the company which included being a joint signatory with the 2nd appellant in approving the company's cheques.

[9] Shortly after the demise of the late Ng Kin Yong, the company's business began to stagnate. No new tender projects were coming in. The company was surviving mainly on the balance works of the previous projects and some maintenance projects.

[10] In or around the months of July and August 2016, both the 1st and 2nd appellants and Ng King Siong submitted their incentive claims to the company. The same were given to the 1st respondent for approval. The incentive claims by them were set out as follows:

(a) The 1st appellant was claiming the sum of RM333,829.98 from the years of 2009 until 2016;

(b) The 2nd appellant was claiming the sum of RM100,006.88 from the years of 2013 up to 2016;

(c) Ng King Siong was claiming the sum of RM1,005,50