The court affirmed that the urge for protective measures justifies the appointment of an interim liquidator even if procedural errors in the application exist, focusing on substantive justice and credible allegations of asset mismanagement.

Introduction

[1] These grounds concern two applications—encl 22 in Case 237 and encl 21 in Case 238—filed by the respective Respondents to set aside the Ex Parte Order dated 21 May 2024 by which this Court appointed an Interim Liquidator over the First Respondent pursuant to the Petitioner's application.

[2] Having heard both applications together, considered the affidavits filed by both sides, the written and oral submissions of counsel, and the applicable legal principles, I dismissed both applications. My reasons are set out below.

Background Facts

[3] The First Respondent, Syarikat Roda Bulk Mover Sdn Bhd, is a family-owned company jointly owned and directed by the Petitioner and the Second Respondent. Each holds 50% equity and serves as a director.

[4] The Petition was presented by the Petitioner on the grounds that the company's affairs are being conducted oppressively and/or in a manner that is prejudicial to her interests, pursuant to ss 465(1)(f) and (h) of the Companies Act 2016 .

[5] The Petitioner filed an Ex Parte application seeking the appointment of an Interim Liquidator, citing grave concerns over dissipation of the company's assets and exclusion from management. The Court granted the order on 21 May 2024.

[6] The Respondents now seek to set aside the appointment, alleging procedural impropriety, lack of urgency, and material non-disclosure by the Petitioner.

Issues For Determination

[7] The Court is called upon to determine the following:

i. Whether the appointment of the Interim Liquidator should be set aside for procedural non-compliance;

ii. Whether the Petitioner failed to make full and frank disclosure at the Ex Parte stage;

iii. Whether the Respondents have shown sufficient cause under s 482 of the Companies Act for the Court to exercise its discretion to discharge the Interim Liquidator.

Procedural Objection — Order 32 Rule 6 Of The Rules Of Court 2012

[8] The Petitioner submits that the Respondents' application is procedurally flawed as it seeks to set aside the ex parte order under s 482 of the Companies Act 2016 , when the appropriate procedural mechanism is O 32 r 6 of the Rules of Court 2012.

[9] In my broad oral grounds delivered on 13 August 2024, I accepted the Petitioner's argument that the failure to invoke O 32 r 6 was fatal to the Respondents' application. Upon further and more detailed consideration of the parties' submissions and authorities, I am now persuaded that while the Respondents' reliance on s 482 was technically incorrect, the failure to cite O 32 r 6 is not fatal.

[10] This Court retains the inherent jurisdiction to set aside its own Ex Parte orders. The omission to cite the correct procedural rule does not render the application incompetent, particularly where the Petitioner has had a full opportunity to respond and has suffered no prejudice. Order 1A and O 2 rr 1 and 3 of the ROC 2012 underscore the importance of substantive justice over technical form.

[11] Accordingly, I have considered the Respondents' application on its merits.

No Failure Of Full And Frank Disclosure

[12] It is trite that a party seeking Ex Parte relief must make full and frank disclosure of all material facts. However, the Respondents' contention that the Petitioner failed in this duty is unfounded.

[13] The Petitioner's affidavit in support clearly set out her concerns: the Second Respondent had excluded her from the bank accounts, made himself the sole signat