JUDGMENT

Roz Mawar Rozain J:

[1] This action is brought by the liquidator of the plaintiff, a company in liquidation, against the defendant, a related entity, for recovery of an alleged debt. The plaintiff relies on its audited accounts and ledgers in support of the claim, whilst the defendant disputes liability on the basis of subsequent transactions and an asserted set-off. The court, having considered the evidence and submissions of counsel, now sets out the background, the issues and its analysis and findings.

[2] This court finds that the plaintiff has established a prima facie case pursuant to s 518(1) of the Companies Act 2016, that the defendant is indebted to the plaintiff in the sum of RM5,373,701.54 based on the plaintiff's books and papers, comprising the 2016 audited accounts, general ledgers for 2012 to 2018, and the auditors' confirmation letter dated 17 June 2020. This prima facie case is strengthened by the acknowledgment of the defendant through its director, who was a common director of the plaintiff at the material time, who signed and verified the plaintiff's 2016 audited accounts and admitted during trial that the debt was owing as at 2016. There was a failure on the part of the defendant to rebut the plaintiff's case with credible evidence.

Introduction

[3] The plaintiff, a company incorporated under the laws of Malaysia, was wound up on 13 December 2018 pursuant to Winding-Up Petition No WA-28NCC-898-09/2018 in the Kuala Lumpur High court. Mr Wong Cham Mew was appointed as the liquidator of the plaintiff by the same Order.

[4] The defendant is likewise a company incorporated under the laws of Malaysia with its registered address at No 6-1A, Jalan Bandar 7 Puchong 47100 Selangor Darul Ehsan, and its address for service at Empire Damansara, Level G, No 2, Jalan PJU 8/8A, Damansara Perdana, 47820, Selangor. According to the search conducted with the Companies Commission of Malaysia, the defendant is a company involved in property investment.

[5] Prior to the plaintiff's winding-up, both the plaintiff and the defendant shared two common directors and shareholders, namely Trutz Bernhard Winter (Passport No X1358269) and Ong Kim Beng (NRIC No 660226-10-6267), thereby rendering them related parties.

[6] The plaintiff claims against the defendant for the sum of RM5,373,701.54 based on the plaintiff's 2016 audited accounts and general ledgers for the years 2012 to 2018. The defendant denies liability on two principal grounds: firstly, that the plaintiff's claim relies on outdated 2016 audited accounts which fail to account for subsequent transactions up to the date of the plaintiff's winding-up; and secondly, that the alleged debt had been set off against auction proceeds arising from a loan granted by United Overseas Bank Berhad (UOB) to the plaintiff.

[7] The trial was conducted before this court on 3 June 2025 and 4 June 2025. Three witnesses testified, one for the plaintiff, two for the defendant: a subpoenaed witness for the defendant; and the common director as DW2.

Evidence Adduced At Trial

[8] PW1 testified that he had been involved with the liquidation of the plaintiff from the time the liquidator was appointed until the date of trial. In his examination-in-chief, PW1 explained that the plaintiff's claim of RM5,373,701.54 against the defendant was based on the plaintiff's Audited Report for the year 2016 and the plaintiff's General Ledgers for the years 2012 to 2018. He testified that based on the plaintiff's 2016 audited accounts under "Other Receivables", a total sum of RM17,730,939.00 was due and owing to the plaintiff by related third-party companies, which included the defendant. The sum of RM5,373,701.54 was derived from this total sum.

[9] PW1 further testified that with reference to the plaintiff's books and records, particularly the plaintiff's general ledgers, the sum of RM5,373,701.54 had remained unpaid until the plaintiff was wound up on 13 December 2018. He confirmed that despite repeated demands from