Pua Mei Chen v True Renaissance Development Sdn Bhd (In Liquidation) c/o Ooi Woon Chee

Case Significance

Illustrates how a court unwinds duplicate winding-up orders against one company by scrutinising the standing and bona fides of the earlier petition.

This High Court decision in the Commercial Division at Kuala Lumpur resolves the untenable situation of two winding-up orders having been made against the same company on two separate petitions. Because there cannot be two winding-up orders against one company, each liquidator applied to set aside the order that had appointed the other, and the Court heard the application by the liquidator of the second winding-up order to set aside the first, recognising that its decision would also determine the mirror application. Although in the ordinary course it is the later order that would be set aside, the Court examined the validity of the first petition and found it fundamentally defective. The petitioner in the first winding-up order was only one of three co-purchasers, and without all three joined as petitioners that petitioner lacked the locus standi to present the petition; a later affidavit could not cure the defect, and the section 466 notice had named solicitors acting for that petitioner alone. Beyond the standing defect, the Court found strong evidence that the first winding-up petition had been orchestrated to revive a failed scheme of arrangement — a corporate voluntary arrangement under the Companies Act 2016 that this same Court had earlier dismissed without appeal — the readiness of that scheme so soon after the first liquidator’s appointment being indicative of the orchestration by the proposed white knight and the company’s director. The Court explained that although the general rule favours setting aside the later of two conflicting orders, that rule yields where the earlier order rests on a petition that was itself invalid, so that examining the substance of the first petition was both necessary and decisive. For those substantive reasons the Court, per Ahmad Murad bin Abdul Aziz J, allowed the applicant’s prayers and set aside the first winding-up order, with costs of RM15,000 payable out of the company’s assets, and consequently dismissed the first liquidator’s competing set-aside application for want of locus. The judgment illustrates how the court unwinds duplicate winding-up orders by scrutinising the standing and bona fides of the earlier petition.