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2025 MarsdenLR 2340

HIGH COURT MALAYA PENANG
KHOR YONG YONG – Appellant
Versus
TAN KHENG GUAN & ORS – Respondent


Petitioner Advocates:Cheng Theng Keat,Loh Joo Xun ,Respondent Advocate: Tung Mun Yeong

Judgement Key Points

Key Points: - Company Shigen Polycolor Sdn Bhd was wound up on 19 July 2022 with Khor Yong Yong appointed as Liquidator; order set aside on 24 March 2023 after eight months (!) (!) (!) (!) (!) . - Liquidator entitled to remuneration under s 479(2) Companies Act 2016, determined by Court where no agreement or creditors' resolution exists (!) (!) (!) (!) (!) . - S 527(1) prioritizes costs and expenses of winding up, including liquidator's remuneration, over other unsecured debts (!) (!) . - Liquidator performed duties including seeking documents, engaging solicitors, site visits, and dealing with parties despite challenges (!) (!) (!) (!) . - Court approves RM54,873.51 as fair and reasonable remuneration (RM53,280 fees + RM1,593.51 expenses) based on time-cost records (!) (!) . - Liquidator entitled to appoint solicitors under Twelfth Schedule Part I(k); their RM10,000 fees and disbursements approved as expenses (!) (!) (!) (!) (!) (!) . - Liquidator must diligently perform duties despite challenge to winding up order; entitled to remuneration for work during appointment period even if later set aside (!) (!) (!) . - Disputes between shareholders (Tan and Chu) do not justify denying liquidator's remuneration (!) (!) (!) (!) . - Losing party in underlying winding up petition (Petition 42) ordered to pay Liquidator RM54,873.51, solicitors RM10,000, and costs (!) (!) (!) .

What is the entitlement of a liquidator to remuneration under s 479(2) of the Companies Act 2016?

Should a liquidator be remunerated for work performed if the winding up order is subsequently set aside?

Who should pay the liquidator's remuneration and expenses in a shareholder dispute?


Table of Content
1. company winding up and liquidator's appointment (Para 1 , 2 , 5 , 7 , 8)
2. legal entitlement of liquidator's remuneration (Para 9 , 10 , 12)
3. judicial powers in determining remuneration (Para 16 , 17 , 18)
4. liquidator's duties and expenses incurred (Para 20 , 21 , 22 , 23)
5. opposing arguments on liquidator’s duties (Para 26 , 27 , 28 , 29)
6. liability for liquidator’s fees and costs (Para 49 , 50)
Kenneth St James J:

Prelusion

[1] The company: Shigen Polycolor Sdn Bhd (Company) was wound up. The Applicant: Mr Khor Yong Yong was appointed the Company's liquidator (Liquidator).

[2] The winding up Petition was presented by the 1st Respondent in this proceeding: Tan Kheng Guan (Tan). Tan made the 2nd Respondent in this proceeding: Chu Kok Khing (Chu), one of the respondents in the winding up Petition. The other respondent in the winding up Petition was the Company (a nominal respondent). The winding up Petition was part of the extended litigation (multiple legal proceedings) between Tan and Chu.

[3] The Liquidator set out to perform his work.

[4] Chu proceeded to apply to set aside the winding up Order. He succeeded. The winding up Order was set aside. The winding up wa

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