PUTRAJAYA (Oct 27): The Court of Appeal has dismissed an appeal by Datuk Seri Stanley Thai to intervene in the winding-up proceedings against property unit Sunimax Development Sdn Bhd (SDSB).
A three-member panel comprising Court of Appeal judges Datuk Mohamed Zaini Mazlan, Datuk Nazarin Wok Nordin, and Datuk Amarjeet Singh Serjit Singh, affirmed a previous High Court ruling, and ordered Thai to pay RM40,000 in costs.
Nazarin, who read out the bench’s unanimous decision on Tuesday, concurred with submissions by lawyers of Thai’s wife Datin Seri Cheryl Tan Bee Geok, who stated that Thai had failed to obtain court leave before filing a supplementary record of appeal on June 25, which were against the rules of the Court of Appeal.
SDSB was set up as a corporate vehicle to hold the cumulative assets of Thai and Tan on a 50:50 basis.
In her lawyers’ submissions before the Court of Appeal, Tan alleges that SDSB relies on its holding company Supermax Property Management Sdn Bhd (SPMSB) for the financial backing necessary for its operations, and that funds were used by SDSB for investment activities, including acquisition of land.
SDSB's shareholding structure shows that it has two contributories, namely SPMSB holding 700,000 shares, and SenZen Mastery Sdn Bhd holding 300,000 shares.
Tan had filed for the winding up of SDSB on the basis of a debt due to her for the sum of RM37,028,347.28 as the director of SDSB, which is due and payable on demand, pursuant to Section 465(1)(e) of the Companies Act 2016.
Thai then filed an application before the court to intervene in the winding up, and also applied for an interim stay, pending disposal of the intervenor application.
Thai claims that the winding-up proceedings might affect Thai and Tan’s ongoing divorce proceedings, as he claims the value of certain assets are said to form part of the matrimonial estate.
In the court’s decision on Tuesday, Nazarin agreed and upheld the decision by the High Court, which had ruled that Thai does not have the locus standi (legal standing) to intervene as Thai is neither a creditor nor a contributory of SDSB.
The judge stated that under the doctrine of separate legal entity, corporate assets belong strictly to SDSB, not to its shareholders or ultimate individual investors.
The court held that Thai’s interest through SPMSB is merely derivative and indirect, conferring no locus standi to intervene personally in SDSB's insolvency proceedings.
"Matrimonial proceedings do not authorise intervention in pending winding-up proceedings," the bench held, noting that the family court remains the sole proper forum for matrimonial asset divisions, whereas the winding-up court focuses strictly on a company's inability to pay its debts.
Thai and Tan are the co-founders of Supermax Corporation Bhd (KL:SUPERMX), one of Malaysia's largest public-listed latex glove manufacturing companies.
Fredric Kong and Dhrrithi Patel from Messrs S Ravenesan acted for Tan, while P Gananathan, Chris Chin Shang Yoon, M Uma Rani, and Yeoh Kai Ying acted for Thai. Nicholas Chia Kai Yung from Messrs Ting, Aishah & Co represented SDSB.