JUDGMENT

Noradura Hamzah JC:

[1] This is the Petitioner's petition to wind up the Respondent under s 465(1)(e) and (h) read with s 466(1)(a) of the Companies Act 2016 [Act 777]. The Petition is founded on an unsatisfied statutory notice of demand in respect of a judgment debt owed by the Respondent to the Petitioner.

[2] The Respondent opposed the Petition by its Affidavit in Opposition in encl 11 and by its written submissions.

[3] The Petitioner is a body that extended to the Respondent two Islamic financing facilities (on the Bai Bithaman Ajil principle) in 2014, to finance contracts awarded to the Respondent by Felda Global Ventures ("FGV"). Disputes arose as to the parties' respective obligations, which gave rise to two civil suits:

(a) the Respondent's claim against the Petitioner in the Shah Alam High Court (Civil Suit No.: BA-22NCVC-276-05/2017, "Suit 276"); and

(b) the Petitioner's claim against the Respondent and its guarantors, commenced as Civil Suit No:: JA-22M-25-05/2018 and upon transfer, re-registered as Civil Suit No:: BA-22M-61-09/2018 ("Suit 61"). By order dated 16 August 2018, Suit 61 was consolidated with Suit 276.

[4] On 21 February 2025 the Shah Alam High Court delivered its decision on the consolidated suits, that the Respondent's claim in Suit 276 was dismissed and the Petitioner's claim in Suit 61 was allowed. The Court ordered the Respondent to pay the Petitioner RM1,847,423.55, together with post-judgment charges at 5% per annum from the date of judgment until full settlement and costs of RM50,000.00 ("the Judgment Sum").

[5] On 13 March 2025 the Respondent filed a Notice of Appeal against that decision. Its Memorandum of Appeal, dated 18 October 2025, was filed on 22 October 2025. The appeal is fixed for hearing on 13 November 2026. On 18 June 2025 the Petitioner issued a notice of demand under s 466(1)(a) Act 777 for RM1,929,286.01, which was served on the Respondent and its solicitors on 23 and 24 June 2025. The demand was not satisfied. The Petition was presented on 3 November 2025.

[6] The requirements of the Companies (Winding-Up) Rules 1972 were complied with. The Petition was served on the Respondent at its registered office and on its solicitors on 12 November 2025, as deposed to in the affidavit of service (Enclosure 5). It was advertised in the Gazette, the New Straits Times and The Star, as exhibited to the affidavit in encl 7 and the Memorandum of Advertisement and Gazette was filed in encl 6. The Registrar's Certificate under r 32(1) was duly issued in encl 36. The Respondent took no point on service or advertisement as such. Its objection, at para 21 of encl 11, was that compliance with r 32 does not displace the substantive grounds on which it resisted the Petition. That is correct as far as it goes, but it is not an objection to compliance and those substantive grounds are addressed below.

[7] Section 466(1)(a) of Act 777 provides that a company is deemed to be unable to pay its debts where a creditor to whom the company is indebted in a sum exceeding the prescribed amount has served a statutory demand and the company has for twenty-one days thereafter neglected to pay, secure or compound for the sum to the satisfaction of the creditor. Section 465(1)(e) of Act 777 empowers the Court to order a winding up where the company is unable to pay its debts and s 465(1)(h) of Act 777 where it is just and equitable to do so.

[8] It was not in dispute that the Judgment Sum far exceeds the prescribed amount, that the demand was duly served and that it remained unsatisfied beyond the 21 days period. The statutory presumption of inability to pay was therefore engaged and the burden lay on the Respondent to displace it.

[9] The Respondent's opposition raised four questions for determination:

(a) whether the Judgment Sum is the subject of a bona fide dispute on substantial grounds, by reason of the pending appeal, such that the Petition is not maintainable