JUDGMENT

Raja Rozela Raja Toran JC:

(Enclosure 1: Petition To Wind Up The Respondent)

(Enclosure 15: Respondent's Application To Strike Out The Petition)

Introduction

[1] These grounds concern two interrelated applications. Enclosure 1 is the petitioner's petition to wind up the respondent pursuant to ss 465(1)(e) and 466(1)(a) of the Companies Act 2016 ("CA 2016") on the basis of an unpaid debt arising from an adjudication decision rendered under the Construction Industry Payment and Adjudication Act 2012 ("CIPAA").

[2] Enclosure 15 is the respondent's application to strike out the petition on grounds of non-compliance with statutory service requirements and the existence of a bona fide dispute.

[3] Both applications were heard together. Upon careful consideration of the affidavits, submissions of counsel, and applicable legal authorities, the court finds no merit in the striking-out application and allows the Winding-Up Petition. The court's reasons are set out below.

Background Facts

[4] The petitioner was engaged by the respondent for construction-related works. Disputes arose regarding payment, leading the petitioner to initiate adjudication under CIPAA.

[5] The Adjudicator issued a decision dated 14 December 2023 in favour of the petitioner for the sum of RM2,987,941.79. The respondent did not participate in the adjudication process, nor did it seek to set aside or stay the adjudication decision.

[6] On 15 February 2024, the petitioner successfully obtained an order from the High court to enforce the adjudication decision as a judgment.

[7] A statutory notice under s 466(1)(a) CA 2016 was issued on 7 March 2024 and served on the respondent. No payment was made within 21 days.

[8] The Winding-Up Petition (Encl 1) was filed on 15 April 2024. The respondent responded with an affidavit in opposition and subsequently filed Encl 15 to strike out the Petition.

The Striking-Out Application (Enclosure 15)

Respondent's Grounds

[9] The respondent seeks to strike out the petition on two primary grounds:

(i) The petition and statutory notice were not served at the respondent's registered address as required under s 466(1)(a) CA 2016 and r 25 of the Companies (Winding-Up) Rules 1972; and

(ii) The debt is allegedly disputed, and it would be unjust and inequitable to wind up a solvent company.

Analysis On The Service Of The Petition And Statutory Notice

[10] The respondent relies heavily on an alleged discrepancy between the petitioner's affidavits and the process server's statutory declaration, asserting that service was carried out only at the business address and not the registered office.

[11] However, the petitioner has produced evidence to show that the statutory notice and petition were served at both the business and registered addresses. The statutory declaration, while creating ambiguity, is not conclusive in the face of other evidence indicating receipt, including company acknowledgment via rubber stamp.

[12] Moreover, the respondent has clearly received the petition, having filed an affidavit in opposition and the present striking-out application. In such circumstances, where the company has had actual notice and actively participated in proceedings, strict compliance with service formalities should yield to substance over form: see Mohd Hakim Nordin v. Tai Kwong Yokohama Berhad; [2007] 3 ILR 371 and other authorities.

[13] The court is satisfied that service has been duly effected in compliance with the law and that the respondent suffered no prejudice.

Alleged Bona Fide Dispute

[14] The respondent asserts that the petitioner failed to submit "as-built" drawings as required under cl 15 of the Letter of Award. It also raises concerns about an existing garnishee proceeding and the petition's alleged prematurity.

[15] These arguments are untenable. The debt in question arises from an adjudication decision which has been enforced as a High court judgment. The respondent did not participate in the adjudication nor take any steps to set aside or stay the