JUDGMENT

Abdul Malik Ishak JCA:

Introduction

(1) There were three appeals before us, namely:

(a) Civil Appeal No: W-02(IM)-124-2010

Cheah Theam Kheng v. City Centre Sdn Bhd (In Liquidation) ("the CTKs Appeal").

(b) Civil Appeal No: W-02(IM)-286-2010

(i) Equiticorp Holdings Ltd (In Statutory Liquidation)

(ii) Equiticorp Financial Services Ltd (In Statutory Liquidation) v. City Centre Sdn Bhd (In Liquidation) ("the Equiticorp Appeal").

(c) Civil Appeal No: W-02(IM)-287-2010

United Securities Sdn Bhd (In Liquidation) v. City Centre Sdn Bhd (In Liquidation) ("United Securities Appeal").

(2) Since the issues raised in all the three appeals are common to one another, they were heard together before us.

(3) The three appeals arose from the order of the High Court vide Kuala Lumpur High Court Companies (Winding-Up) No: D6-28-9-2000 on 21 December 2009 wherein by that order the High Court approved the sale of the lands belonging to the respondent, namely, City Centre Sdn Bhd (in liquidation) ("City Centre") who acted by its liquidator by the name of Chuah Seong Phaik ("the liquidator") to North Plaza Sdn Bhd ("North Plaza") pursuant to a sale and purchase agreement dated 9 January 2007. The order of the High Court was made on the application by the liquidator in encl. 71 for directions by way of a summons in chambers dated 10 January 2007 ("the liquidators application").

Who Are The Appellants?

(4) Cheah Theam Keng ("CTK"), the appellant in the CTKs appeal, is a creditor and contributory of City Centre. CTK has filed a proof of debt in the liquidation of City Centre for a debt of RM27,023.04. CTK was also a director of City Centre prior to the liquidation of City Centre.

(5) Equiticorp Holdings Ltd (In Statutory Liquidation), the first appellant in the Equiticorp Appeal, is a creditor of City Centre for a debt of RM306,903. While Equiticorp Financial Services Ltd (In Statutory Liquidation), the second appellant in the Equiticorp Appeal, is not a creditor of City Centre and does not claim to be one. However, it claims to be a creditor of Cheah Theam Swee - the brother of CTK.

(6) United Securities Sdn Bhd (In Liquidation) ("United Securities"), the appellant in the United Securities Appeal, is a creditor of City Centre and has filed a proof of debt in the liquidation of City Centre for a debt of RM3,571,312.65. United Securities is also a contributory of City Centre. At all material times, United Securities was in receivership. And United Securities was wound up pursuant to an order of the High Court on 30 January 2007. The main shareholders of United Securities are CTK and his brother by the name of Cheah Theam Swee.

(7) At all material times prior to the winding-up of United Securities, CTK as a director of United Securities represented United Securities in the winding-up proceedings including United Securities opposition to the liquidators application. And subsequent to United Securities winding-up, the liquidator of United Securities has had conduct of United Securities opposition to the liquidators application.

The Salient Facts

(8) City Centre was wound up pursuant to an order of the High Court vide Kuala Lumpur High Court (Companies Winding-Up) No: D6-28-9-2000 ("the winding-up proceedings") on 25 April 2000.

(9) The liquidator was appointed as the liquidator of City Centre pursuant to an order of the High Court made in the winding-up proceedings on 26 July 2001 ("the High Court order dated 26 July 2001"). The High Court order dated 26 July 2001 can be seen at pp. 5 to 6 of the appeal record at Bahagian "C", Jilid 1 and it was worded as follows:

Di Hadapan Yang Arif Tuan Hakim Datuk Kesturi Lal Rekraj, Pada 26 Haribulan Julai 2001

DALAM KAMAR

PERINTAH

ATAS PERMOHONAN Pegawai Penerima dari Pelikuidasi Sementara DAN SETELAH MEMBACA Saman Untuk Menimbangkan Laporan Mesyuarat Pertama Pemiutang dan Penyumbang di bawah Seksyen 227(2) dan Seksyen 241 Akta Syarikat 1965 dan Kaedah-Kaedah 46 Kaedah-Kaedah Penggulu