The liquidator acted unreasonably in vesting property that did not belong to the company in liquidation, affirming the appellant's ownership rights.

[1] The appellant, Angkutera Sdn Bhd, is appealing against part of the decision of the learned Judicial Commissioner (JC) of the High Court at Ipoh in dismissing prayers (2), (3), (4), and (5) of its Summons in Chambers filed pursuant to s 279 of the Companies Act 1965 ; which briefly sought for the following orders:

(a) to vary a Vesting Order dated 4 May 2010 whereby a property referred to as the Cineplex roof level, in Kompleks Aik Aik building, Teluk Intan was vested in the liquidator of Aik Aik Holdings Sdn Bhd (Aik Aik Holdings);

(b) a declaration that the liquidator of Aik Aik Holdings had no power to sell, transfer, lease or charge the Cineplex property;

(c) a declaration that the sale and purchase agreement between Aik Aik Holdings, Fenghua Development Sdn Bhd (Fenghua) and Jurimba Sdn Bhd (Jurimba) in respect of the said Cineplex is null and void;

(d) a declaration that the appellant is the legal and or beneficial owner of the said Cineplex based on a sale and purchase agreement dated 27 July 1991.

[2] We had, after perusing the records of appeal and hearing and considering the submissions of the learned counsel of the parties written as well as oral, allowed the appeal. We now give our reasons for allowing the appeal.

Background Facts

[3] Fenghua owned four parcels of land ("the land") in Teluk Intan. It entered into a joint venture agreement with Aik Aik Holdings, a property developer, for the purpose of developing the land. A building known as Kompleks Aik Aik was built on the land in question.

[4] On 27 July 1991, the appellant entered into a sale and purchase agreement with Aik Aik Holdings and Fenghua for the purchase of some units in Kompleks Air Aik, including the basement car park and rooftop for RM500,000.00. The Cineplex, the subject matter of the dispute, is located at the rooftop of the Kompleks Aik Aik. The appellant took a loan from Asia Commercial Finance (ACF) to finance the purchase of the rooftop and basement and by a deed of loan cum assignment dated 4 September 1991, the same was assigned to the bank with the Pendaftar of Mahkamah Tinggi Ipoh signing on behalf of the landowner Fenghua. The appellant took possession and occupation of the rooftop including the Cineplex as well as the basement. The loan has been fully repaid and satisfied on 7 March 2005 and there was a document entitled 'Receipt and Reassignment' by the bank to the appellant. Thereafter, the said property was rented out by the appellant and the rental was further extended for two years. By way of a foreclosure proceeding vide Originating Summons No 31-710-1988 filed by ACF, a consent judgment was recorded on 17 August 2000. By virtue of the said consent order dated 17 August 2000, it was agreed that the said rooftop and basement inclusive of the Cineplex would be exempted from the foreclosure proceedings instituted by ACF.

[5] Aik Aik Holdings was wound up on 26 September 1996 and the Official Receiver was appointed as the provisional liquidator.

[6] On 4 May 2010, Jambulingam Sethuraman Raki was appointed as liquidator, replacing the Official Receiver.

[7] The liquidator encountered difficulty in locating the documents pertaining to the assets and properties of Aik Aik Holdings. As there were no records of the units that had been sold in Kompleks Aik Aik, the liquidator conducted a proof of ownership exercise or verification exercise to ascertain this fact.

[8] On 4 May 2010, the liquidator obtained a Vesting Order to vest into the liquidator the unsold units in Kompleks Aik Aik and the Cineplex.

[9] About four months after the Vesting Order was made, the appellant, by letters dated 8 September 20