ALPHACAPITAL BERHAD

On the court record

An RPS-i issuer facing investor petitions under the Companies Act 2016 for unpaid returns and redemption, alongside Mareva proceedings to preserve assets against alleged misappropriation.

ALPHACAPITAL BERHAD appears in the corpus as the respondent to investor-driven company petitions and as a defendant in related asset-preservation proceedings, and the matters illustrate the litigation that follows a failed structured-investment product. Several petitioners were investors who had subscribed to Redeemable Preference Shares Islamic (RPS-i) issued by the company under subscription agreements and an information memorandum, and who invoked sections 346(2)(e), 465(1)(f) and 465(1)(h) of the Companies Act 2016 after the company failed to pay the monthly returns and to redeem the RPS-i on maturity. The company opposed the petitions, contending that they constituted an abuse of process to exert pressure for repayment and that no presently existing debt had been established. The central tension was whether a petition of that character was a legitimate remedy or an improper substitute for a debt action.

In a connected matter the court considered an application for a Mareva injunction arising from allegations that directors had misappropriated funds belonging to preference shareholders. Applying Order 29 rule 1 of the Rules of Court 2012, the court examined whether there was direct evidence of a real risk that the company might dispose of or dissipate assets or put them beyond the reach of investors, and whether that dissipation risk was grounded in objective indicators rather than mere subjective suspicion — the vital ingredients that must be established before such an injunction may issue.

For an analytics reader, the appearances usefully connect two remedies that disappointed investors often pursue in parallel: the oppression and winding-up jurisdiction under the Companies Act 2016, and the freezing jurisdiction to preserve assets pending resolution. The company is named as it appears on the record; the individual investors and directors are referred to by their procedural role only. The pairing of an oppression-and-winding-up petition with a Mareva application is a familiar strategic combination for disappointed investors: the first seeks a corporate remedy for non-payment, while the second seeks to hold the company's assets in place so that any eventual relief is not rendered hollow. The court's insistence on objective evidence of dissipation risk keeps the freezing remedy exceptional rather than routine.