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2017 MarsdenLR 353
HIGH COURT MALAYA KUALA LUMPUR
RANJIT SINGH SIDHU – Appellant
Versus
OPEN FIBRE SDN BHD & ORS – Respondent
[Companies Winding-Up No: 28NCC-379-05-2015]
The court validates a corporate restructuring under the Companies Act when it serves the interests of creditors and does not involve asset dissipation.
Headnote:This judgment addresses the petition filed by the 1st respondent under s 223 of the Companies Act 1965. The court evaluates the requests for leave to undertake a corporate restructuring and the implications for creditor interests. The determination is focused on whether the Listing Exercise is in good faith and beneficial to the company and its creditors. The court concludes that the Listing Exercise does not lead to asset dissipation and allows the 1st respondent to proceed with the exercise.
| Table of Content |
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| 1. motion for corporate restructuring under companies act. (Para 1 , 2) |
[1] In this winding-up proceedings, the 1st respondent (1st respondent) filed a notice of motion (encl 58) pursuant to s 223 of the Companies Act 1965 (Companies Act) to move the court for the following order:
(a) the 1st respondent be granted leave to undertake a corporate exercise to restructure the holding of its subsidiaries as per Annexure A and to list one of its subsidiary companies, Aries Telecoms PLC (Aries PLC), on the London Stock Exchange ("Listing Exercise") and to utilise the 1st respondent's and/or its group's funds to pay for the expenses of the Listing Exercise;
(b) the 1st respondent be granted leave to sell a property currently held by its subsidiary, Zavarco Berhad, located at Suit 2B-25-1, 2B-25-2 & 2B-25-3, Level 25, Block 2B, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470, Kuala Lumpur;
(c) the 1st respondent be granted leave to utilise Zavarco Berhad's and/or its funds, including the proceeds of the sale of the Property, to pay for day-to-day costs and expenses of Zavarco Berhad;
(d) costs to be in the cause.
Annexure A referred to in encl 58 is reproduced below.
[2] On the hearing date of encl 58, the 1st respondent informed the court that they are not pursuing prayer (b) and (c) but reserves the right to seek the said prayers in the event of any change in circumstances. Having heard submissions of the parties, I allowed the motion on the following terms:
