IBAIMAS Sdn Bhd

On the court record

Shows how the winding-up of one group member triggers a cascade of leave, jurisdiction, joinder and contempt questions over the group's assets and prior consent orders.

Ibaimas Sdn Bhd appears in the reported judgments as a company within the same family-controlled group as the Ibai and Kuala Ibai entities, drawn into an intensely litigated shareholder, insolvency and contempt dispute in the High Court (Mahkamah Tinggi). Its appearances centre on the aftermath of a winding-up and the competing attempts to enforce, or resist enforcement of, orders touching the group's assets.

In one matter the company featured among the plaintiffs in a suit against a director alleging breach of his duties as managing director, resting on a consent judgment, breach of directors' duties, the tort of conspiracy to injure by both unlawful and lawful means, and estoppel and res judicata, with a counterclaim seeking declarations and an injunction concerning a shareholders' agreement and board resolutions said to be null and void. That claim reflects the group's internal fracture between rival shareholder camps.

A further decision engaged the company on the insolvency plane, following its winding-up. There the court examined a post-winding-up application under sections 351, 461, 482(b), 486(2) and 510 of the Companies Act 2016, asking whether the leave of the court was required, whether the court had jurisdiction to grant the declaratory and injunctive relief sought, whether the application was defective for failure to join a related property company as a party, and whether a turnkey agreement was liable to be set aside. A connected contempt matter addressed non-party liability for aiding and abetting a breach of court orders, the knowledge required, whether proof of a primary breach was a prerequisite, and the survival of consent orders within the statutory liquidation framework once a liquidator is appointed. Across the decisions, the company illustrates how the winding-up of one member of a corporate group triggers a cascade of leave, jurisdiction, joinder and contempt questions as the group's assets and prior consent orders are fought over.