1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN BHD 2. ) WONG NYUK CHING 3. ) KWAN PHUI HA 4. ) SEBASTIAN KWAN KUAY TAT 5. ) ZUNG ZANG TRADING SDN. BHD. BUKAN PIHAK-PIHAK Suruhanjaya Syarikat Malaysia (SSM)

wa-24ncc-237-05-2025 High Court (Mahkamah Tinggi) 2 February 2026 • WA-24NCC-237-05/2025 • 29 min read
10 cases cited (0 SG, 10 foreign)

Outcome

In particular, the application to transfer this suit to the Court hearing Suit 523 is struck out and dismissed as there is no longer any cause to be transferred.

Quoted verbatim from the judgment of High Court (Mahkamah Tinggi) (wa-24ncc-237-05-2025). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

CIVIL PROCEDURE: Applications for receivers and managers – Ex parte applications – Whether appointment of receiver and manager can be made ex parte under Order 30 ROC – Whether Order 30 requires inter partes procedure for receiver appointments – Whether Order 30 Rule 1(3) permits only ancillary injunctive relief to be sought ex parte – Whether Section 376(1) Companies Act 2016 requirement to give notice to company precludes ex parte appointments – Whether ex parte orders appointing receivers subject to temporal limitations – Whether Order 29 Rule 1(2B) ROC 21-day limitation applies to injunctive relief ancillary to receiver appointments – Whether ex parte orders lapse on return date fixed for inter partes hearing – Relationship between Order 30 and Order 29 ROC – Application of generalia specialibus non derogant principle – Whether Order 29 as special provision governing injunctions applies to injunctive relief sought under Order 30 – Whether ex parte orders should endure only for minimum time needed to give notice COMPANY LAW: Receivers and managers – Appointment – Requirements for appointment under Section 376 Companies Act 2016 – Whether notice to company is mandatory procedural requirement – Conflict of interest and independence of receivers – Whether receiver should be nominee of person with hostile or conflicting claims against company Whether receiver appointed at instance of parties in active litigation against company creates actual or apparent conflict – Whether receiver must be independent and seen to be independent – Whether receiver leaving company unrepresented in litigation demonstrates conflict – Test for independence of court-appointed officers INJUNCTIONS: Ad interim orders – Whether ad interim order can be granted to preserve status quo after ex parte order found to have lapsed - Whether status quo requiring preservation is position before ex parte order or position created by procedurally improper ex parte order – Whether ad interim order should perpetuate effects of flawed ex parte order – Exceptions to general rule for granting ad interim injunctions – Whether status quo need not be preserved by ad interim injunction – Whether irreparable harm may be caused to defendants – Whether undertakings provide adequate alternative remedy – Application to dormant companies with no active operations COMPANY LAW: Corporate governance – Disputed shareholding and directorship – Whether disputes regarding validity of director appointments should be determined at trial rather than interlocutory stage – Whether failure to file audited accounts justifies appointment of receiver and manager – Whether failure to file accounts constitutes urgent corporate emergency requiring immediate intervention – Regulatory compliance versus active mismanagement CIVIL PROCEDURE: Abuse of process – Whether proceedings filed for collateral purpose to frustrate other litigation– Whether timing and circumstances of application demonstrate lack of genuine urgency – Whether matters could and should have been raised in existing proceedings rather than fresh originating summons

Practice Areas

Civil Procedure Company Law

Judges (1)

Elaine Yap Chin Gaik Delivered

Counsel (11)

A.J. Chowdhury Firm Celine & Oommen Firm Fahri, Azzat & Co. Firm Aneera Joshini Chowdhury Counsel Plaintiff Annette Ashwini Magimay Counsel Defendant Celine Jeevamalar a/p Chelladurai Counsel Defendant Cheryl Kwan Chui Yi Counsel Plaintiff Lu Yiing Suey Counsel Plaintiff Manmohan Singh Kang a/l Sukhbir Singh Counsel Plaintiff Muhammad Firdaus bin Danial Tan Counsel Defendant Renu Sudarshini Zechariah Counsel Plaintiff

Parties (8)

Suruhanjaya Syarikat Malaysia Non Party ZUNG ZANG HOLDINGS Sdn Bhd Respondent Zung Zang Trading Sdn Bhd Respondent Elaine Gay Chow Song Applicant Kwan Hung Cheong Applicant Kwan Phui Ha Respondent Sebastian Kwan Kuay Tat Respondent Wong Nyuk Ching Respondent

Case Significance

A detailed treatment of the limits on appointing receivers and managers: notice to the company under section 376(1) of the Companies Act 2016 is a mandatory safeguard, ex parte injunctive relief ancillary to such an appointment is confined by Order 29, and a court-appointed receiver must be genuinely and visibly independent.

This High Court decision arises from a long-running family dispute over the Zung Zang group of companies and concerns the propriety of appointing receivers and managers over a company on an ex parte basis. The plaintiffs — natural persons referred to here by role — brought an oppression action under section 346 of the Companies Act 2016 in relation to Zung Zang Holdings Sdn Bhd, and had earlier obtained ex parte orders appointing receivers and managers; the defendants included the company, the corporate party Zung Zang Trading Sdn Bhd, and several family members.

The judgment addresses a cluster of procedural and company-law questions about such appointments. It considered whether a receiver and manager can be appointed ex parte under Order 30 of the Rules of Court 2012, given that section 376(1) of the Companies Act 2016 requires notice to the company; how Order 30 interacts with Order 29 (which governs injunctions and imposes a 21-day limit on ex parte injunctive relief), applying the principle generalia specialibus non derogant; and whether an ex parte order lapses on the return date. It also examined the independence required of a court-appointed receiver — whether a receiver nominated by a party with hostile or conflicting claims against the company, or one who leaves the company unrepresented in litigation, can be "independent and seen to be independent" — and whether a mere failure to file audited accounts constitutes the kind of urgent corporate emergency justifying so intrusive a remedy.

The court was also alert to the risk of abuse of process, considering whether the fresh originating summons had been filed for a collateral purpose to frustrate other litigation and whether the matters could and should have been raised in existing proceedings. In the result, the defendants prevailed on the receiver issue, the earlier undertakings were released and the company's books returned, and the court made a global costs order of RM150,000 in favour of certain defendants and RM20,000 in favour of the company, payable by the plaintiffs.

The judgment is a valuable treatment of the limits on appointing receivers and managers: notice to the company is a mandatory safeguard, ex parte injunctive relief ancillary to such an appointment is confined by Order 29, and a court-appointed receiver must be genuinely independent.

Summary

This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd, where the plaintiffs (wife and son of a family member) sought remedies including invalidation of board appointments, allotment of shares, and winding up. The court found that the 2nd plaintiff, an undischarged bankrupt, lacked standing to commence proceedings without prior sanction of the Director General of Insolvency, and the 1st plaintiff failed to establish locus standi based on a prior Federal Court order. The oppression action was dismissed with global costs of RM150,000 to the defendants.

Can a receiver and manager be appointed ex parte?

The court examined whether Order 30 permits an ex parte appointment given that section 376(1) of the Companies Act 2016 requires notice to the company, and how the special provisions of Order 29 (including its 21-day limit on ex parte injunctive relief) confine such orders, applying generalia specialibus non derogant.

What independence must a court-appointed receiver have?

A receiver must be independent and seen to be independent; the court questioned whether a receiver nominated by a party with hostile or conflicting claims against the company, or one leaving the company unrepresented in litigation, could meet that test, and doubted that a mere failure to file audited accounts was an urgent emergency justifying the remedy.

Statutes Cited

Companies Act 2016 (Cap 777)
Insolvency Act 1967 (Cap 360)
s 38(1)(a) s 8(1)(b)
Rules of Court 2012

Cases Cited (10)

UK (2)
[1903] 1 KB 137 [1910] 2 KB 229
MY (8)
[1996] 4 CLJ 155 [2000] 2 CLJ 833 [2012] 2 MLJ 314 [2013] 2 MLJ 335 [2014] 2 MLJ 799 [2017] MLJU 1078 [2018] 2 CLJ 513 [2021] 4 MLJ 86

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-24ncc-237-05-2025)