1. ) BRUNSFIELD OASIS SQUARE SDN. BHD. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik Atas Aset-Aset Tertentu yang Digadaikan kepada Public Bank Berhad) 2. ) BRUNSFIELD OASIS TOWER SDN. BHD. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik) 3. ) SUBANG MALL PROPERTY SDN. BHD. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik) v 1. ) GOH SIEW CHIN 2. ) MOHAMAD HASSAN BIN ZAKARIA 3. ) GAN TIEN CHIE 4. ) ERM REAL ESTATE SDN BERHAD 5. ) ERM MALLS SDN BHD

Case Significance

Illustrates that receivers and managers may compel former officers to deliver up a company's statement of affairs and records under sections 383, 388 and 390 of the Companies Act 2016 to protect the debenture holder's interests.

This High Court (Commercial Division) decision concerns the powers of receivers and managers to compel the delivery of a company's statement of affairs and records under the Companies Act 2016. The plaintiffs were three companies acting through the receivers and managers appointed over their assets, which had been charged to a debenture holder, Public Bank Berhad. By this Originating Summons, brought under section 383(2) and the Sixth Schedule of the Companies Act 2016 (and invoking provisions of the Contracts Act 1950 on agency and the Specific Relief Act 1950), the plaintiffs sought to compel the defendants — former officers of the companies and two related corporate entities — to provide the receivers and managers with the companies' statement of affairs as at a specified date and the requested documents and information, and to surrender the company records, in accordance with sections 388 and 390 of the Companies Act 2016. The plaintiffs contended that they were duty-bound in law to seek such relief to protect the debenture holder's interests. The central questions were whether the defendants were required to furnish the statement of affairs and documents and to surrender the company records, and what consequences followed from their failure and refusal to do so. Several defendants did not contest the proceedings, and one defendant's solicitors were permitted to discharge themselves for want of instructions. The court granted the reliefs sought against the third, fourth and fifth defendants in the terms of the various prayers, dismissed the fourth defendant's counterclaim, and ordered the first, second and fourth defendants each to pay costs of RM20,000.00 to the plaintiffs. The judgment illustrates the statutory duty to deliver up a company's statement of affairs and records to appointed receivers and managers under the Companies Act 2016. The court's approach reflected that officers of a company under receivership owe cooperation to the appointed receivers and managers, and that the statutory machinery exists precisely to overcome a refusal to hand over the records needed to realise the charged assets for the debenture holder.