KUALA LUMPUR (June 18): The High Court (Commercial Division) has allowed three creditors of TH Heavy Engineering Bhd (THHE) to appoint an official receiver (OR) as an interim liquidator (IL) of the troubled delisted company.
The OR as ordered by the High Court shall have the full functions and powers of a liquidator under the 12th Schedule of the Companies Act 2016 (CA).
The order was granted on May 27, with the sealed order issued by High Court judge Datuk Mohd Arief Emran Arifin on June 4 on the application by Globalmariner Offshore Services Sdn Bhd, Boomslang Technology Sdn Bhd (formerly known as Blackstone Technology Sdn Bhd) and Dynac Sdn Bhd.
In addition to the appointment of the OR as the interim liquidator, the person would take possession of all books, records, papers and documents related to the business and assets of THHE, take custody of the audit and management account of the company, and preserve THHE’s assets.
The interim liquidator, the order said, shall take possession of all assets and property belonging to THHE, and that it be indemnified of costs and charges in the execution of its functions by THHE.
The interim liquidator is also required by the court to deliver an interim report as to the status and business affairs of THHE.
The order was granted by Mohd Arief to Globalmariner, Boomslang and Dynac, which were represented by David Thomas Matthews, who appeared with Olivia Loh and Lai Ann Xing.
An OR is a public officer who may be appointed by the High Court to act as the liquidator of companies or limited liability partnerships. Its role as a liquidator is to expeditiously recover and realise the assets of the wound-up company for the distribution of dividends to creditors, and administer any outstanding matters involving the wound-up company.
Court dismisses another creditor and THHE’s application
The judge earlier dismissed an application by another THHE creditor, Star Kris Services Sdn Bhd, represented by S Ravenesan, to appoint Gabriel Toh as the IL, following objection from Matthews after Star Kris did not obtain leave under Section 451 (2) of the CA.
Mohd Arief also dismissed an application by THHE represented by Datuk K Kirubakaran to challenge the petition filed by the three companies to appoint the OR as the interim liquidator.
The outcome was confirmed to The Edge by Matthews, who gave a copy of the court order.
On Feb 2, the High Court allowed an application by Globalmariner, Boomslang and Dynac to allow the compulsory winding-up of THHE and THHE Fabricators Sdn Bhd under Section 464(2) (d) of the CA.
The provision allows the court to order a compulsory winding-up, even if the company is wound up voluntarily, if the court is satisfied that the voluntary winding-up cannot protect the interests of the creditors or contributories.
Globalmariner, Blackstone and Dynac had sought leave from the court, as they claimed the voluntary winding-up exercise by both companies (THHE and TH Fabricators) had various breaches of statutory duties that had been carried out.
The creditors alleged that both THHE-appointed liquidators, Andrew Heng and Ashwin Mahendran, were in a position of conflict of interest and were unsuitable to be liquidators, as one of THHE’s former senior executives was in the same firm as Heng and Ashwin. The creditors hoped that the court could appoint independent liquidators.
Prior to this, THHE had, by a director’s resolution on Sept 8, 2023, commenced a creditors’ voluntary winding-up, and had appointed Heng and Ashvin as the interim liquidators.
THHE was formerly known as as Ramunia Holdings Bhd. The company is controlled by Ministry of Finance-owned unit Urusharta Jamaah Sdn Bhd, which holds a 64.45% stake in the company, following a stake transfer from Lembaga Tabung Haji back in December 2018.