The Court affirmed the liquidator's authority to sell company assets independently under Section 236(2) of the Companies Act 1965, despite prior orders for a committee of inspection.

Headnote:(A) Companies Act 1965 - Section 236(2) - Liquidation of City Centre Sdn Bhd - Appeal against High Court's approval of land sale - Liquidator conducted sale unilaterally without a committee of inspection - Issues of creditor rights and liquidator's statutory powers addressed. (Paras 1, 56, 57, 72)

(B) Liquidator's powers - The court confirms that the liquidator has statutory authority to sell company assets without a committee of inspection as per Section 236(2)(c). (Paras 55, 61)

(C) Locus standi of appellants - Creditor and contributory status contested, but the court affirms standing to appeal based on proof of debts filed. (Paras 53, 54)

Facts of the case:
Three creditors appealed the High Court's order approving the sale of City Centre's lands to North Plaza for RM158 million. The appellants argued the sale violated prior court orders requiring a committee of inspection.

Findings of Court:
The appeal was dismissed, confirming the sale's validity under the Companies Act, emphasizing the liquidator's statutory powers to act independently.

Issues: The main questions involved the liquidator's authority to sell assets without a committee and the appellants' standing as creditors.

Ratio Decidendi: The court held that the liquidator acted within statutory bounds in selling the assets without a committee and upheld the sale given its potential to meet creditor claims.

Result: Appeals dismissed.

Table of Content
1. common issues in the appeals (Para 1 , 2 , 3)
2. key parties and facts about city centre (Para 4 , 5 , 6 , 8 , 12)
3. identification of appellants and their claims. (Para 7)
4. facts surrounding the winding-up of city centre. (Para 9 , 10)
5. details on city centre's assets and debts. (Para 11 , 13 , 15)
6. liquidator's actions regarding land sale (Para 14 , 18 , 20 , 23)
7. liquidator's actions and asset valuation details. (Para 16 , 17 , 19)
8. acceptance of revised offer by north plaza. (Para 21 , 22)
9. high court's involvement and decisions (Para 24 , 26 , 29 , 36)
10. necessary approvals sought for land sale by liquidator. (Para 25)
11. interventions relating to liquidator's application. (Para 27 , 28)
12. appellants' appeals and requests for stay. (Para 30)
13. contention regarding compliance with earlier court orders. (Para 31 , 32 , 33)
14. concerns over the actions of the liquidator. (Para 34 , 35 , 37)
15. opposition arguments regarding sale without committee. (Para 38 , 41 , 42)
16. appellants' objections to the liquidator's decisions (Para 39 , 40 , 44 , 46)
17. city centre's rebuttal to oppositions. (Para 43 , 45)
18. questions of locus standi for objections. (Para 47)
19. existence of previous panel rulings. (Para 48 , 49 , 50)
20. arguments against ctk and equiticorp's standing. (Para 51 , 52)
21. court's recognition of standing for appellants. (Para 53 , 54)
22. liquidator's powers under companies act (Para 55 , 72)
23. legal justifications for liquidator's actions. (Para 56 , 57)
24. parliament's intention in statutory interpretations. (Para 58 , 59 , 60)
25. constitution of obligations placed on the liquidator. (Para 61 , 62 , 63 , 64)
26. validity and power of the spa. (Para 65 , 66 , 67)
27. arguments about the intent of earlier court orders. (Para 68 , 69 , 70)
28. understanding north plaza as a bona fide purchaser. (Para 71 , 73)

JUDGMENT

Abdul Malik Ishak JCA:

Introduction

(1) There were three appeals before us, namely:

(a) Civil Appeal No: W-02(IM)-124-2010

Cheah Theam Kheng v. City Centre Sdn Bhd (In Liquidation) ("the CTKs Appeal").

(b) Civil Appeal No: W-02(IM)-286-2010

(i) Equiticorp Holdings Ltd (In Statutory Liquidation)

(ii) Equiticorp Financial Services Ltd (In Statutory Liquidation) v. City Centre Sdn Bhd (In Liquidation) ("the Equiticorp Appeal").

United Securities Sdn Bhd (In Liquidation) v. City Centre Sdn Bhd (In Liquidation) ("United Securities Appeal").

(2) Since the issues raised in all the three appeals are common to one another, they were heard together before us.

(3) The three appeals arose from the order of the High Court vide Kuala Lumpur High Court Companies (Winding-Up) No: D6-28-9-2000 on 21 December 2009 wherein by that order the High Court approved the sale of the lands belonging to the respondent, namely, City Centre Sdn Bhd (in liquidation) ("City Centre") who acted by its liquidator by the name of Chuah Seong Phaik ("the liquidator") to North Plaza Sdn Bhd ("North Plaza") pursuant to a sale and purchase agreement dated 9 January 2007. The order of the High Court was made on the application by the liquidator in encl. 71 for directions by way of a summons in chambers dated 10 January 2007 ("the liquidators application").

Who Are The Appellants?

(4) Cheah Theam Keng ("CTK"), the appellant in the CTKs appeal, is a creditor and contributory of City Centre. CTK has filed a proof of debt in the liquidation of City Centre for a debt of RM27,023.04. CTK was also a director of City Centre prior to the liquidation of City Centre.

(5) Equiticorp Holdings Ltd (In Statutory Liquidation), the first appellant in the Equiticorp Appeal, is a creditor of City Centre for a debt of RM306,903. While Equiticorp Financial Services Ltd (In Statutory Liquidation), the second appellant in the Equiticorp Appeal, is not a creditor of City Centre and does not claim to be one. However, it claims to be a creditor of Cheah Theam Swee - the brother of CTK.

(6) United Securities

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2011 MarsdenLR 2898 ; 2011 MarsdenLR 1

ABDUL MALIK ISHAK, SULONG MATJERAIE, RAMLY ALICHEAH THEAM KHENG – AppellantVersusCITY CENTRE SDN BHD (IN LIQUIDATION) & OTHER APPEALS – Respondent

The Court affirmed the liquidator's authority to sell company assets independently under Section 236(2) of the Companies Act 1965, despite prior orders for a committee of inspection.

Cases Referred (1)

ABDUL MALIK ISHAK, SULONG MATJERAIE, RAMLY ALI
CHEAH THEAM KHENG – Appellant
Versus
CITY CENTRE SDN BHD (IN LIQUIDATION) & OTHER APPEALS – Respondent