The burden lies on the applicant to demonstrate sufficient grounds for terminating winding-up; failure to satisfy creditor obligations and lack of evidentiary support for claims leads to dismissal.

A. Introduction

[1] These are the Applicant's applications in encls 1 of BA-28PW-186-07/2023 and BA-28PW-187-07/2023,seeking to terminate the winding-up of Popular Acres Sdn Bhd ["PASB"] and Atlanta Terrace (M) Sdn Bhd ["ATSB"] respectively, pursuant to s 493(1) of the Companies Act 2016 . The applications were heard together given the substantial identity in factual background, legal issues, and the parties concerned.

[2] For ease of reference, I will refer principally to the submissions and evidence in BA-28PW-186-07/2023 (Popular Acres), with the understanding that my findings apply mutatis mutandis to Atlanta Terrace.

[3] After full consideration of the affidavits, written submissions, and oral arguments, I am not satisfied that a sufficient case has been made out for termination of the winding up of either PASB or ATSB. The applications are therefore dismissed for the reasons set out below.

B. Background Facts

[4] PASB was wound up by order of this Court on 11 March 2014 upon the petition of Alliance Bank Malaysia Berhad. ATSB was similarly wound up on 21 June 2016. The current liquidator, Dato' Adam Primus Varghese Abdullah [''Dato' Adam/the Liquidator"], was appointed on 27.11.2015 for PASB and 21 June 2016 for ATSB.

[5] The Applicant, Lee Chan Kok, is a contributory and former director of both companies. He claims to have expended over RM8,000,000.00 to redeem the charged lands and to settle purchasers' claims. He contends that pursuant to a settlement agreement with Alliance Bank, the previous liquidator was to be replaced and entrusted with reviving the housing project undertaken by PASB and ATSB, and not to proceed with liquidation.

[6] The Applicant alleges that Dato' Adam breached this understanding by proceeding to sell the lands at undervalue and without his consent. He further alleges forgery in the process of obtaining replacement titles. Based on these matters, he now seeks the termination of the winding-up proceedings, and ancillary reliefs including orders under ss 486(2), 494 and 510 CA 2016.

C. Issues For Determination

[7] The key issues for determination are as follows:

a) Whether the applicant has met the threshold for terminating the winding-up under s 493(1) CA 2016;

b) Whether the alleged misconduct by the liquidator justifies judicial intervention under ss 486(2) or 510; and

c) Whether the Applicant has locus standi and/or procedural compliance to pursue relief against the liquidator.

D. Analysis And Findings

Burden and Requirements Under Section 493 (1) CA 2016

[8] Section 493 (1) provides that the Court may order the termination of a winding-up where there is "proof to the satisfaction of the Court that all proceedings in relation to the winding up ought to be terminated." The legal burden lies squarely on the applicant to make a positive or sufficient case for termination (Vijayalakshmi Devi Nadchatiram v. Dr Mahadevan Nadchatiram & Ors ; [1995] 2 MLJ 709 ; [1995] 3 CLJ 493 ; [1995] 2 AMR 2076 ).

[9] Section 493 (2) outlines three factors the Court may consider:

a. Whether debts of the company to its creditors have been satisfied;

b. Whether stakeholders agree to the termination;

c. Other facts the Court considers appropriate.

[10] The Liquidator has affirmed that PASB's outstanding liabilities, as proven through the proof of debt process, amounting to RM3,844,487.81, which remains unsatisfied. This is confirmed in the liquidator's report (see encl 23), which also records that 24 PODs filed. The Applicant however, did not