Saheran Suhendran JC:

GROUNDS OF JUDGMENT

[1]These Grounds concern an Appeal (Encl 58) dated 13.11.2025 filed by the Respondent (“KTL”) against my decision on 3.11.2025 granting the winding up of KTL under the Petition dated 22.5.2025 (“Encl 1”).

[2]All references herein to ‘sections’ are with reference to sections of the Companies Act 2016 (“CA 2016”).

BACKGROUND FACTS

[3]The Petitioner’s (“IVMI”) claim against KTL is for RM136,895.40 being the alleged outstanding amount (“Alleged Debt”) due for façade lighting, architectural lighting and a lighting control system, supplied by the IVMI to KTL. The goods were duly delivered to and accepted by KTL without complaint.

[4]IVMI explains that the Alleged Sum comprises the principal amount of RM125,245.00 and accrued contractual late payment interest.

[5]Despite demands, KTL did not pay the sums claimed. IVMI then issued a statutory demand dated 11.04.2025 under ss. 465466Statutory Demand”). It was served on KTL on 22.04.2025. KTL responded vide its previous solicitors’ letter dated 14.5.2025, disputing the Alleged Debt.

[6]On 22.5.2025, IVMI filed Encl 1 pursuant to ss. 465(1)(e)466(1)(a)

The Position in Law

[7]It is trite that when a winding-up Petition is presented on the basis of a debt genuinely disputed on substantial grounds, the Petition is an abuse and will be dismissed, see the Federal Court in V Medical Services M Sdn Bhd v Swissray Asia Healthcare Co Ltd Kumpulan Liziz Sdn Bhd (in liquidation) v Pembinaan Azam Jaya Sdn Bhd

[8]As such, to defeat a winding-up Petition, the debt must be genuinely disputed on substantial grounds, whether by way of a cross-claim or otherwise. A mere denial is insufficient. There must be real and cogent evidence to support the dispute.

[9]KTL emphasises that the Alleged Debt is not certified, nor admitted; nor is it the subject of a judgment. It is trite that these requirements are not necessary, see Lafarge Concrete (M) Sdn Bhd v Gold Trend Builders Sdn Bhd

A Bona Fide Cross-Claim

[10]First, KTL submits that it has a cross-claim for the following breaches by IVMI, in that:

a.IMVI failed to supply the electrical and lighting components and systems (“Materials”) in the quantities as per the purchase orders issued by KTL;

b.the Materials supplied were defective and not in accordance with specifications;

c.there were delays in delivering the Materials to the project site(s) within the requisite timelines.

[11]It was submitted that such alleged breaches by IVMI have caused disruption and delays in the progress and completion of KTL’s TNB Bangsar Project. It is also said that KTL has been notified by the main contractor of the said Project that damages would be imposed; these damages would, in turn, be imposed by KTL on IMVI. Accordingly, KTM claims that IVMI’s claim is subject to a cross-claim and IMVI is therefore not entitled to the Alleged Debt of RM136,895.40.

[12]It is axiomatic that this cross-claim must be supported by cogent evidence of bona fides and a substantial dispute.

[13]IVMI describes this cross-claim as a phantom. It relies on the following chronology:

a.Prior to 15.7.2023 - IVMI duly delivered the Materials ordered and issued invoices for RM 118,940.00. KTL accepted delivery without protest;

b.Post-Delivery - IVMI issued multiple reminders and demands for payment which were met with silence or empty promises. At no point did KTL allege any delays or breaches by IVMI;

c.On 11.4.2025 – in the absence of payment, IVMI issued the Statutory Demand under s. 466

d. Af ter the filing of Encl 1 on 22.5.2025 – it is telling that KTL, for the very first time after almost 2 years after the delivery of the Materials, raised allegations of breaches and a purported counterclaim for Liquidated Ascertained Damages (LAD) allegedly imposed by a third party, Kimlun Sdn Bhd

[14]IVMI submits that this chronology is telling. KTL remained silent when the invoices were issued, when reminders were sent and when demands were made. IVMI emphasises that the complaints were only ra