Directors of companies have statutory duties to provide documents and assist Receivers and Managers under the Companies Act 2016, irrespective of other legal representations.

Introduction

[1] The Plaintiffs initiated this Originating Summons, on 19 December 2023, against the Defendants named therein in their capacities as the Receivers & Managers of the Plaintiff Companies.

[2] The Plaintiffs' action is premised on s 383(2) and the Sixth Schedule of the Companies Act 2016 , on the ground that they are duty bound under the law to seek the reliefs in this case to protect the Debenture Holders - which in this case is Public Bank.

The Pertinent Issues

[3] The issues raised in this Originating Summons are as follows:

(a) whether the First to Third Defendants are required to provide the Receivers and Managers with the Statement of Affairs of the Companies as at 9 November 2023 and the requested documents and information, and surrender to the Receivers and Managers any of the Company Documents in accordance with ss 388 and 390 of the Companies Act 2016 ;

(b) whether the First to Third Defendants' failure and refusal to provide the Statement of Affairs and the requested documents and information, and to surrender the Company Documents are in breach of ss 388 and 390 of the Companies Act 2016 ;

(c) whether the Fourth Defendant is required to provide the Receivers and Managers with the relevant information relating to the Properties and deliver the Tenancy Documents to the Receivers and Managers and/or account for all or any of the monies collected from the tenants and/or remitted to the Designated Accounts;

(d) whether the Fifth Defendant is required to provide the Receivers and Managers with the relevant information relating to the Tenancy Agreement purportedly entered with Perodua Sales Sdn Bhd on 13 May 2019; and

(e) whether the Fourth and Fifth Defendants are deemed to have renounced the business of the agency and caused the agency created to be terminated.

The Parties

[4] The First Plaintiff is the owner of properties located at Oasis Damansara which include:

(i) 15 units of double-storey retail lots and 2 levels of freehold retail podium at Oasis Square, Ara Damansara; and

(ii) 4 retail units and 16 units of office suites at Centum @ Oasis Corporate Park.

[5] The Second Plaintiff is the owner of a 12-storey commercial office building, known as Brunsfield Oasis Tower 3, which is located at Oasis Square, Ara Damansara.

[6] The Third Plaintiff is the owner of a 5-storey shopping podium with 3 levels of basement car park known as S-Qube Mall ("S-Qube Mall") at Subang Jaya (previously known as Subang Avenue Mall).

[7] The Plaintiffs were at all times involved in the property investment business

[8] The First, Second and Third Defendants are the directors of the First, Second and Third Plaintiffs.

[9] The Fourth and Fifth Defendants are involved in the business of providing property administration or management services.

[10] The Plaintiff Companies have entered into 3 different Service Agreements dated 31 December 2019 ("Service Agreements") with the Fourth Defendant by which:

(i) the Properties are to be managed by the Fourth Defendant;

(ii) the rental proceeds arising from the Properties shall be held and remitted by the Fourth Defendant to the Plaintiff Companies' accounts that are maintained with the Bank ("the Designated Accounts") without any set-off or deduction or payment made to any third parties.

(iii) prior to the Service Agreements, it appeared that the Third Plaintiff had also appointed the Fifth Defendant as a licensor to handle S-Qube Mall for the period from 1 January 2017 to 31 December 2019 ("ERM Li