The court affirmed that ownership must be established under the Companies Act for property vested by a liquidator, emphasizing that transfers under void instruments cannot stand.

[1] All these three appeals before us involve similar facts and issues. They are against the decision of the learned Judicial Commissioner (JC) of the High Court at Shah Alam who on 10 April 2015 dismissed the appellants' application for inter alia the following order:

(i) that the Court Order dated 9 December 2011 be set aside and/or varied in such manner or to such extent that all the 15 properties named in the applications (the properties) shall forthwith be excluded therefrom;

(ii) the purported sale and transfer of the properties by the liquidator of the 1st respondent be set aside;

(iii) the liquidator of the 1st respondent do take immediate steps to effect a transfer and secure vacant possessions of the properties in favour of the appellants herein; and

(iv) the appellants herein be given leave to commence legal proceedings against the 1st respondent and/or the liquidator of the 1st respondent in respect of the purported sale and transfer of the properties and/or loss and damage suffered by the appellants herein.

Background Facts

[2] The appellants claim that they are the purchasers and owners of a total of 15 apartment units in a housing project known as "Samaworld Parkview And Hillview Resort Apartment" in Pahang, which is later known as Amber Court. The 1st respondent (formerly known as Giant Bay Development Sdn Bhd) was the developer of the said housing project and Samaworld (M) Sdn Bhd (Samaworld) was the proprietor of the land involved in the project.

[3] Some of the appellants are original purchasers who had in 1991 entered into the Sale and Purchase Agreements with the 1st respondent and the proprietor while some had bought the properties from other original purchasers with the consent of the 1st respondent.

[4] The 1st respondent was wound up on 14 July 2004 and the Official Receiver (OR) was appointed as the provisional liquidator. On 23 June 2005, one Sia Sien Hong was appointed as liquidator in place of the OR. Later, on 25 July 2006, one Dato' Abu Hanifah Noordin was appointed to replace Sia Siew Hong as liquidator. On 10 January 2013, one Gary Yong Yoon Shing (Gary) was appointed as Joint Liquidator. When Dato' Abu Hanifah resigned on 17 April 2013, Gary was given the authority to continue with the affairs and administration of the 1st respondent.

[5] The liquidator claims that they could not find the register of owners for the Amber Court and that the complete set of documents were not kept. Hence, the liquidator had to conduct a verification exercise to ascertain ownership of the properties.

[6] Dato' Abu Hanifah had applied and obtained the said Court Order dated 9 December 2011 under s 233 of the Companies Act 1965 , to vest in the liquidator the properties.

[7] The properties had been resold between September and December 2012 by the liquidator and the 2nd respondent is now the registered owner of the properties except for two units which were bought and are now registered under the names of the 3rd and 4th respondents respectively. Hence the application at the Shah Alam High Court and now the appeals before us.

Decision Of The High Court

[8] At the High Court, the issue whether the vesting order and the transfer to the new owners were valid had been argued and discussed. The learned JC was of the view that there was no contravention to s 233 of the Companies Act 1965 as the properties were assets of the 1st respondent based on the Sale and Purchase Agreement and the fact that the strata titles were issued under its name. Therefore the liquidator, in her view, was right in taking steps to pu