JUDGMENT

Wong Kian Kheong JCA:

A. Introduction

[1] The above two appeals (2 Appeals) discuss, among others, a novel question of law, namely, whether a meeting of creditors of a wound up company can lawfully appoint a "Committee of Inspection" (COI) to act with the liquidator of the wound up company, without the liquidator convening a meeting of contributories of the wound up company to decide whether a COI should be appointed.

B. Background

[2] Shencourt Properties Sdn Bhd (Wound Up Company) was wound up by an order of the High Court (Winding Up Court ) on 19 April 2002.

[3] On 4 February 2004, Mr Ricky Thong Yew Fook (Mr Thong) was appointed as the liquidator for the Wound Up Company. Dato' Narendrakumar a/l Chunilal Rugnath (Dato' Narendrakumar) was subsequently appointed on 26 April 2011 as a joint liquidator of the Wound Up Company (together with Mr Thong). This judgment shall refer to both Mr Thong and Dato' Narendrakumar as the "Joint Liquidators (Wound Up Company)".

[4] Shencourt Sdn Bhd (in liquidation) (SSB) filed a proof of debt (SSB's 1st POD) with the Joint Liquidators (Wound Up Company), but SSB's 1st POD was rejected by the Joint Liquidators (Wound Up Company) on 15 January 2018 [Joint Liquidators' Rejection (SSB's 1st POD)].

[5] M/s Putra Gill (M/s PG), a law firm, had filed a POD in the liquidation of the Wound Up Company (M/s PG's POD). On 3 December 2018, the Court of Appeal had admitted M/s PG's POD [ Court of Appeal's Order (Admission of M/s PG's POD)]. An application to the Federal Court had been made by the Wound Up Company for leave to appeal against the Court of Appeal's Order (Admission of M/s PG's POD) [Wound Up Company's Federal Court Leave Application (Admission of M/s PG's POD)].

[6] On 18 January 2019, the Court of Appeal-

(1) removed the Joint Liquidators (Wound Up Company); and

(2) appointed the Official Receiver (OR) as the liquidator for the Wound Up Company.

[ Court of Appeal's Order (18 January 2019)].

[7] On 24 September 2019, the OR issued a notice for the convening of a meeting of the creditors of the Wound Up Company on 17 October 2019 [Creditors' Meeting (17 October 2019)]. The main agenda for the Creditors' Meeting (17 October 2019) was to decide on whether a COI comprising creditors of the Wound Up Company (Creditors' COI) should be formed or not.

[8] The OR did not serve the notice of the Creditors' Meeting (17 October 2019) on SSB.

[9] At the Creditors' Meeting (17 October 2019)-

(1) a resolution had been passed to appoint a Creditors' COI [Resolution (Creditors' COI)] comprising the following creditors-

(a) Mr Jagjit Singh Gill (Mr Jagjit), the 2nd respondent in Civil Appeal No W-02(A)-1852-09/2022 (1st Appeal);

(b) Mr Bong Lep Siong;

(c) Mr Yong Yow Khong, the 3rd respondent in the 1st Appeal [3rd Respondent (1st Appeal)];

(d) Mr Ker Cheng Hoo, the 4th respondent in the 1st Appeal [4th Respondent (1st Appeal)]; and

(e) Mr Pang Yew Fatt, the 5th respondent in the 1st Appeal [5th Respondent (1st Appeal)]

All the members of the Creditors' COI shall be referred collectively in this judgment as the "Members (Creditors' COI)"; and

(2) the OR informed the Creditors' Meeting (17 October 2019) that in view of s 241(2) of the Companies Act 1965 [CA (1965)], the formation of the Creditors' COI was subject to the approval of the meeting of the contributories of the Wound Up Company (Contributories' Meeting). We shall refer to this OR's statement in the Creditors' Meeting (17 October 2019) as the "OR's Reservation".

[10] On 17 October 2019, the Contributories' Meeting did not proceed due to a lack of quorum. Thereafter, the OR did not hold a Contributories' Meeting to approve the formation of the Creditors' COI.

[11] On 21 October 2019, a meeting of the Creditors' COI was held [Creditors' COI Meeting (21 October 2019)]. Mr Jagjit chaired the Creditors' (21 October 2019), and a resolution was passed which directed the OR to withdraw immediately all ongoing civil matters in Court related to the Wound Up