The adjuicated decision suffices as the basis for a winding-up petition without requiring court registration under CIPAA provisions.

Brief Facts Of The Case

[1] Bina Puri Sdn Bhd ("the petitioner") obtained an Adjudication Award dated 31 December 2016 ("Adjudication Award") against Likas Bay Precinct Sdn Bhd ("the respondent") in the matter of an adjudication conducted pursuant to the Kuala Lumpur Regional Centre for Arbitration Rules ("KLRCA Rules") and Construction Industry Payment and Adjudication Act 2012 ("CIPAA 2012") for the certified sums amounting to RM16,439,628.24.

[2] The petitioner served a Statutory Notice of Demand dated 31 January 2017 ("the Statutory Notice") pursuant to s 465 of the Companies Act 2016 (" CA 2016") together with its letter dated 31 January 2017 on the respondent at its registered office in Kota Kinabalu.

[3] The petitioner further stated that as at the date of the Petition, the respondent has neglected and/or failed to pay or satisfy the Adjudicated Sum or any part thereof or to secure or compound for it to the reasonable satisfaction of the petitioner.

[4] Consequently, the petitioner presented this Petition dated 17 March 2017 to wind up the respondent pursuant to s 465(1)(e) and (h) of the Companies Act 2016 , ie, on the ground that the respondent was unable to pay its debt and that it was just and equitable that the respondent be wound up.

[5] The respondent resisted this application on two grounds;

i. The Statutory Notice which was premised on an Adjudication Award was defective as under the said award, no payments were ordered to be paid to the petitioner by the Adjudicator but instead, the payments were ordered to be made by the company to the KLRCA.

ii. It was not just and equitable for the company to be wound up when the company was expecting progress payment amounting to RM18,606,483.03 from Malaysia Building Society Berhad ("MBSB") which was the financier for Yayasan Universiti Malaysia Sabah and that the company had gross development value amounting to RM237,817,686.00 in connection with the construction of a proposed 25-storey student hostel for Yayasan Universiti Malaysia Sabah.

[6] The petitioner submitted that the respondent's current bank balance was not sufficient to pay the debts owed to the petitioner. As at 5 April 2017, the amounts available in the respondent's bank accounts only totalled up to RM6,162.38.

Findings Of The High Court

[7] Upon hearing the parties, the High Court granted the winding-up order as applied by the petitioner. Dissatisfied with the decision of the learned Judicial Commissioner ("JC"), the respondent had since appealed to this Court.

The Appeal

[8] We heard this appeal on 17 November 2017. After perusing the Records of Appeal and considering submissions from both parties, we unanimously dismissed the appeal with costs of RM10,000.00 to be paid by the directors of the respondent, Likas Bay Precinct Sdn Bhd being the appellant in this appeal, subject to payment of allocatur fees. These are now our grounds for having so decided. By way of reiteration, in our ensuing grounds, Likas Bay Precinct Sdn Bhd will be hereinafter referred to as the appellant and Bina Puri Sdn Bhd will be referred to as the respondent petitioner.

[9] Before us, the appellant raised three main issues namely:

i. The defective Statutory Notice and the Court is functus officio on the adjudicated mode of payment of the adjudicated sum under the Adjudicated Decision dated 31 December 2016.

ii. Winding up of the appellant on the just and equitable ground was not made out by the respondent petitioner nor supported by any evidence.

iii. That it was premature for t