Shencourt Sdn. Bhd. (in liquidation) v Shencourt Properties Sdn. Bhd. (in liquidation) & Ors

Appellant(s): Shencourt Sdn. Bhd. (Dalam Penggulungan)

Respondent(s):

• Shencourt Properties Sdn Bhd
• Jagjit Singh Gill
• Yong Yow Khong
• Ker Cheng Hoo
• Pang Yew Fatt

• YA Datuk S. Nantha Balan A/L E.S. Moorthy
• YA Datuk Wong Kian Kheong
• YA Dato' Ahmad Kamal Bin Md. Shahid

• The wound-up company was ordered to be wound up in 2002, and the Official Receiver (OR) was appointed as liquidator in 2019.
• The OR convened a creditors' meeting in 2019 to determine the appointment of a Committee of Inspection (COI), but the meeting notice was not served on the appellant, a contributory.
• A Creditors' COI was formed, which then passed a resolution directing the OR to withdraw ongoing civil matters related to the wound-up company, despite the OR's reservation that COI formation required contributories' meeting approval, which did not occur.

• Whether a Committee of Inspection (COI) can be lawfully appointed by creditors without the liquidator convening a contributories' meeting to decide on its appointment, as required by s 241 of the Companies Act 1965 (CA 1965).
• Whether the appellant, as a contributory, had the necessary locus standi to challenge the validity of the creditors' meeting and the COI's resolutions, and whether leave of the Winding Up Court was required for its application.
• Whether the appellant was estopped by a previous Federal Court decision from proceeding with its application and appeal.

• The Court held that the appellant, as an aggrieved contributory, had the right under s 279 CA 1965 to file its application and appeal, and no leave of the Winding Up Court was required, distinguishing the Federal Court's *Chanthiran* decision and confirming its non-retrospective application.
• The Court ruled that the doctrine of issue estoppel could not be invoked to bar the application of a mandatory statutory provision, specifically s 241(2) CA 1965.
• The Court found that s 241(1) and (2) CA 1965 mandate both creditors' and contributories' meetings for COI formation, and if there is a difference in determination, the Court must decide; thus, without the contributories' meeting approval, the Creditors' COI and all its resolutions were invalid.