Ramly Ali J:

[1] Enclosure 58 is an application under s 232 of the Companies Act 1965, by a contributory and former director of the 1st Respondent Company (Mr Ong Say Lam) to remove Mr Lim Tian Huat from his office as Liquidator of the 1st Respondent Company ie, Palmshine Plaza Sdn Bhd and to appoint the Official Liquidator in his place.

Factual Background

[2] This is the 4th application by the applicant against the Liquidator The 1st application concerns an application for leave to commence legal action against HSBC ("the 1st application"). The 2nd application was to seek an order to set aside the sale of Land ("the 2nd application"). The 3rd application relates to disclosure of documents ("the 3rd application").

[3] In respect of the 1st application, the Liquidator undertook an objective and professional assessment of the alleged claim put forward by the applicant against HSBC. He was not prepared to prosecute the action. Nevertheless, if the applicant wanted to commence the action in the name of the company, the terms of indemnity had to be settled. This was the usual and proper approach in such circumstances. An order was thereafter made by this Court in that direction.

[4] The applicant had much complaints against the Liquidator on the sale of Lands belonging to the respondent. He has raised a number of issues in the 2nd application. Those complaints were rejected by this Court and the 2nd application by the applicant was dismissed on 30 November 2006.

[5] The 3rd application turns on the construction of the Order dated 26 October 2004. The Liquidator took the view that in light of the Order, the carriage of the action against HSBC was entirely in the hands of the applicant. He accordingly declined to sign any affidavit verifying the list of documents. There is nothing mala fide about it. The matter has since been resolved.

[6] On 27 July 1999, the 1st Respondent Company was wound-up by this Court pursuant to a winding-up petition presented by Abric Project Management Sdn Bhd (the petitioner) in respect of a debt of RM2,000,000. Pursuant to the winding-up order, one Mr Lim Tian Huat was appointed as Liquidator over the 1st Respondent Company.

[7] The applicant's allegations revolve predominantly around the Liquidator's conduct in respect of the 1st Respondent's sole assets, two (2) pieces of immovable property:

(a) a piece of land held under Lot No: 726 PN No: 7225 and Lot No: 727, PN No: 7224, s 8, Petaling Jaya ("said Land"); and

(b) a single storey terrace house located at No:1, Jalan 8/18, Taman Toman, Petaling Jaya, Selangor Darul Ehsan ("Single Storey Terrace Property"), situated beside the said Land.

[8] The abovementioned said Land and single Storey Terrace Property were sold to the 2nd Respondent pursuant to two sale and purchase agreements dated 3 June 2003 for purchase prices of RM17,900,000 and RM100,000 respectively.

[9] The said Land was subject to a registered legal charge in favour of HSBC totaling RM33,000,000 as security for a Term Loan Facility of RM28,000,000 and an Overdraft Facility of RM5,000,000 granted by HSBC to the 1st Respondent.

[10] Accordingly, the sale and transfer was completed on or about 24 November 2003 after the discharge of charge dated 24 November 2003 was released by HSBC in return for the full payment of RM17,900,000 paid directly to HSBC. The said Land was registered in the 2nd Respondent's name on 27 November 2003.

Grounds Of The Application

[11] The applicant has raised seven grounds in support of encl 58, ie, that:

(a) the Liquidator has not furnished the required security and his appointment has not been gazetted;

(b) the Liquidator did not investigate into the possibility of an action against HSBC;

(c) no valuation was conducted for the purposes of the sale of the Land belonging to the 1st Respondent to the 2nd Respondent;

(d) the said Land belonging to the 1st Respondent was sold at a gross undervalue;

(e) no authority of Court was obtained pursuant to s 236 CA;

(f) the sale of the said