1.

To understand the different rescue mechanisms.

2. To analyse the use of each mechanisms.

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Corporate Rescue
• CA 2016 provides for a formal compromise or arrangement
mechanism between a company and its creditors or its members.

• This statutory mechanisms can be achieved by :

• Schemes of arrangement
• Reconstruction and amalgamation of companies
• Corporate voluntary arrangement
• Judicial management

subdivision 2 of Division 7 of the CA 2016

Schemes of Arrangement
Scheme of Arrangement
• It is useful in cases where a company is in financial difficulty.
• It can be used to facilitate debt restructuring.
• Usually in cases where the debts are a mass of unsecured trade
creditors, a scheme may be more appropriate.
• It is vital to obtain sufficient support to obtain the required majority
at the creditors' meetings.
• For a scheme to be a viable proposition that the creditors will
accept, new capital or investment and sale of major assets to raise
cash appear to be essential. Where more than one company in a
group is in financial difficulty, schemes will have to be voted on and
approved in each case.
Definition of Scheme of Arrangement

a structured proposal by the company to

re-negotiate or reschedule its debts and
other contractual agreements it has with
its creditors.
M. A Khan (2011) :
• a statutory procedure which requires the approval of the target
shareholders at a meeting and the sanction of the court, whereby
a compromise or arrangement is proposed between a company
and its creditors or between the company and its members or any
class of them.

• a scheme allows a company to restructure itself provided that

after proposing the scheme by the company to its shareholders if
approved by a statutory majority at a special meeting convened
by the court, it becomes effective and binding on all shareholders
once sanctioned by the court as the arrangement must be
approved by a court.
 Law & Procedure

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Application : S. 366 CA 2016
Application to court for a compromise or scheme of arrangement with
creditors and members:

• Made by originating summons : O88 r 2 Rules of Court 2012

• Re Kuala Lumpur Industries Bhd [1990] 2 MLJ 180

• The application is generally made ex-parte.

• Cf Re Foursea Construction (M) Sdn Bhd [1998] 4 MLJ 99
 How court exercises its discretion :
• Re Buildmat (Australia) Ltd (1983) 1 ACLC 919; (1983) 7 ACLR 944;

• Re Price Mitchell Pty Ltd (1984) ACLC 524; (1984) 9 ACLR 1
;

• Sri Hartamas Development Sdn Bhd v MBf Finance Bhd [1990] 2 MLJ 31
• The court set aside the ex parte order to call meetings of creditors and
members on the grounds that the interests of the unsecured creditors were
not adequately safeguarded and that it was against public policy to sanction a
scheme of arrangement where the company was hopelessly insolvent.
Who can apply?
An application for leave to summon the meeting(s) may be made by the following parties :
1. the company
2. any creditor or member of the company
• Francis a/l Augustine Pereira v Dataran Mantin Sdn Bhd & 6 Ors (and 3 Other Appeals) Fed.
Ct, [2014] 1 AMCR 169; 2014 1 CLJ 161;
• SAAG Oilfield Engineering (S) Pte Ltd (formerly known as Derrick Services Singapore Pte Ltd)
v. Shaik Abu Bakar Abdul Sukol & Anor And Another Appeal [2012] 2 SLR 189;
• Re Glendale Land Development Ltd (No 2) (1982) ACLC 562
3. the liquidator, if the company is being wound up
• Kamuja Corporation Sdn Bhd v Aras Dimensi Sdn Bhd [2015] 1 LNS 189, HC

4. the judicial manager, if the company is under judicial management.

• S. 366 (1) (a) – (d)
Court-Convened Meeting(s)
• The meetings of different classes of creditors or members will be
convened once order granted by the court and the manner in which
the meeting(s) are to be summoned.
• Voting on the scheme : Each meeting must be agreed by a majority
of 75% of the total value of the creditors or members or classes of
creditors or members.
• Notice summoning the meeting must be in accordance to s. 369

[s. 366 (1) CA 2016]

Application to court for approval of the compromise / arrangement

• The applicant may then apply to court once the court convene
meeting(s) have approved the proposed scheme for the approval
of the compromise or arrangement.

• The court may grant its approval to the compromise or

arrangement subject to such alterations or conditions as it deems
just.
• Sri Hartamas Development Sdn Bhd v MBf Finance Bhd [1990] 2 MLJ 31

[s. 366 (4) CA 2016]

When does the arrangement take effect?
• The compromise or arrangement will take effect on the date of the
lodgement of a copy of the court order to the Registrar or any
earlier date as ordered by the court.

• This order must also be annexed to every copy of the company’s

constitution or every copy of instrument issued that constitute or
define the constitution of the company.

[s. 366 (5) – (7) CA 2016]

Court Approval
Once approved by the court, the terms of the compromise or
arrangement will be binding on the following:
• all the creditors or class of creditors;
• the members or class of members;
• the company; or
• the liquidator and contributories, if the company is being wound up.

[s. 366 (3) (a) – (d) CA 2016]

Restraining Order under s. 368
While undergoing the court-convened meeting and
obtaining approval from the court, the company is
in a vulnerable state and may wish to apply for a
restraining order provided under s. 368 CA 2016.
Restraining Order under s. 368
The court will only grant Restraining Order provided:

• the applicant has satisfied the conditions set out in s. 368 (2).

• the court thinks that it is necessary to grant such an order.

• there must no order made or resolution passed to wind up the

company.
[s. 368 (1) & (2) (a) – (d)]
In making a Restraining Order:

a) There must be a proposal of the scheme of

compromise or arrangement; and

b) There would be a bona fide application (for a

court-convened meeting) under s. 366 CA 2016.
 Before a restraining order can be
granted, there must be in place viable
proposal for the consideration of the
court.
Re Lityan Holdings Bhd [2007] 3 CLJ 554
• A restraining order could not be made under s 176(10) CA 1965
based merely on facts stated in the supporting affidavit of the
plaintiffs. The granting of a restraining order is a serious matter
that involves the interest of shareholders and creditors of the
company.
• Before a restraining order can be granted under s 176(10) CA
1965 there must be in place a proposed compromise or
arrangement between the plaintiff and its creditors, or any class
of them or between the company and its members or any class of
them.
• The company must be able to present a viable proposal for the
consideration of the court supported by views of experts.
Bina Goodyear Bhd v Ambank (M) Bhd & Anor [2014] 10 MLJ 603

• It would only be wise and fair to all parties concerned including the
creditors, based on the facts of the present case to allow the
application of the RO at least for one final time.
• This would allow an opportunity for the scheme to at least be
rightly considered for its implementation.
• An RO denied now would only mean the applicant would be further
put in a position of difficulty in trying to address the interest of all
parties in its present challenging financial position. In this regard it
would not benefit anyone if the RO is not granted...."
The scheme of arrangement should have
sufficient particulars to enable the court to
assess that it is feasible and merits due
consideration by the creditors when it is
eventually placed before them in detailed
form.

• Re Kuala Lumpur Industries Berhad [1990] 2 MLJ 180

• Re GAE Ltd [1962] VR 252
Period of Restraining Order & Extension

The court may grant the restraining order for

a period of no more than 3 months and upon
application for extension of restraining order,
this may be extended for a period of no more
than 9 months.

[s. 368 (2)]

Re Lityan Holdings Bhd [2007] 3 CLJ 554

Bina Goodyear Bhd v Ambank (M) Bhd & Anor [2014] 10 MLJ 603

Pelangi Airways Sdn Bhd v Mayban Trustees Bhd [2001] 2 MLJ 237

Jin Lin Wood Industries Sdn Bhd [2004] MLJU 497; [2004] 1 LNS 432

Cf: Re PECD Bhd & Anor (No 2) [2008] 10 CLJ 486

In Re Kuala Lumpur Industries Bhd [1990] 2 MLJ 180

PECD Bhd & Anor v Merino-ODD Sdn Bhd & Ors [2009] 3 MLJ 361 (KLHC)
Re Kuala Lumpur Industries Bhd [1990]:

VC George J considered this section and said:

• In my view, what must be available to the court when considering

a s 176(10) application must be a proposal of a scheme of compromise
or arrangement not necessarily ready for presenting to the creditors to
be voted upon but with sufficient particulars to enable the court to
assess that it is feasible and merits due consideration by the creditors
when it is eventually placed before them in detailed form. Further, the
court has to be satisfied that there is or that there would be a bona
fide s 176(1) application.
Conditions provided in s. 368 (2)
The conditions set out in section 368 (2) provides that:
• the court is satisfied that
• there is a proposal for the scheme of arrangement or compromise;
• the restraining order is necessary to enable the company and its creditors
to formalize the scheme of arrangement or compromise;
• a statement of particulars as to the affairs of the company made up
to a date not more than 3 days before the application is lodged
together with the application; and
• the Court approves the person nominated by the majority of the
creditor in the application to act as a director.
[s. 368 (2) (a) – (d)]
Cases:

• Metroplex Bhd & Bhd v Morgan Stanley Emerging Markets Inc. & Ors;
RHB Sakura [2005]
• Merchant Bankers Bhd & Ors (Interveners) [2005] 6 MLJ 487
• Re Kai Peng Bhd [2007] 8 MLJ 122; [2007] 8 CLJ 703
• Baneng Holdings Berhad & Ors v CIMB Bank Berhad [2013] MLJU 269
Metroplex Bhd & Ors v Morgan Stanley Emerging Markets Inc &
Ors; RHB Sakura Merchant Bankers Bhd & Ors (interveners) [2005]:

The High Court refused to grant a 5th extension of a

restraining order on the basis that there was no good
reason to extend the same. The court held that the
existence of a 'good reason' for an extension of the
restraining order had to be predicated upon the applicants'
bona fide conduct towards achieving a feasible detailed
scheme of arrangement for presentation to the general
body of creditors.
Re Kai Peng Bhd [2007] :

Extension of the restraining order was granted. The court held

that the applicant company in its application for an extension of
the restraining order had met afresh all the requirements found
in s 176(10A) CA 1965, and the court was satisfied that there
were 'good reasons' to allow such an extension.
Effect of the Restraining Order:
To restrain further proceedings in any action or proceeding against the
company except with the leave of the Court.

However, the restraining order shall not have the effect of restraining
the following :
• further proceedings in any action or proceeding that should be taken
against the company by the Registrar or Securities Commission; or

• further proceedings in any action or proceedings against any person

including the guarantor of the company but does not include the company
that had applied for the restraining order.
[s. 368 (1) & (6)]
Effect of the Restraining Order:
Re Artistic Colour Printing Co (1880) 14 Ch D 502
• The court's power to restrain proceedings gives it power
to restrain ‘proceedings in any action or matter’.

Re Panglobal Bhd [1999] 1 MLJ 590

• This includes restraining the appointment of a receiver
and manager under a debenture.

Jin Lin Wood Industries Sdn Bhd [2004] MLJU 497

RECONSTRUCTION & AMALGAMATION
Section 370 CA 2016
Reconstruction
• Reconstruction is when a company is dissolved and its business
assets are transferred to a new company, whose constitution is
practically the same and whose membership is substantially the
same.
• Re South African Supply & Cold Storage Co [1904] 2 Ch 268, 286

• Brooklands Selangor Holdings Ltd v CIR [1970] 2 All ER 76

Re South African Supply & Cold Storage Co
What does "reconstruction" mean? … It involves, I think, that substantially
the same business shall be carried on and substantially the same persons
shall carry it on.
But it does not involve that all the assets shall pass to the new company or
resuscitated company, or that all the shareholders of the old company
shall be shareholders in the new company or resuscitated company.
Substantially the business and the persons interested must be the same.
It is not, therefore, vital that either the whole assets should be taken over
or that the liabilities should be taken over. You have to see whether
substantially the same persons carry on the same business; and if they do,
that, I conceive, is a reconstruction.
Amalgamation
• Amalgamation is when two companies transfer their assets to
a 3rd entity or one company is aborted into another.

• Section 370 provides the court’s power to make orders to

facilitate the scheme.

• Re Hayes’ Will Trusts [1953] 2 All ER 1242, 1247

Re South African Supply & Cold Storage Co [1904]

To constitute "amalgamation" there must be a blending of substantially two or

more existing undertakings into one undertaking, the shareholders of each
blending company becoming substantially the shareholders in the company which
holds the blended undertakings; and there may be amalgamation either by the
transfer of two or more undertakings to a new company, or by the transfer of one
or more undertakings to an existing company.

An amalgamation involves, I think, a different idea. There you must have the
rolling, somehow or other, of two concerns into one. You must weld two things
together and arrive at an amalgam - a blending of two undertakings. It does not
necessarily follow that the whole of the two undertakings should pass -
substantially they must pass - nor need all the corporators be parties, although
substantially all must be parties.
The Stages

1 2 3 4 5 6

Stage 1 Stage 2 Stage 3 Stage 4 Stage 5 Stage 6

Proposal Submission Filing of Moratorium Meeting Supervision /

of Proposal documents Implementation
to Court
Sec. 395 CA 2016
CVA does not apply to : - A public company

A Company subject to the A Company

Capital Markets and which creates a charge
Services Act 2007 over its property or any of
its undertaking.

A Company
which is a licensed institution
or an operator of a designated
payment system regulated under
the laws enforced by the Central
Bank of Malaysia
Stage 1 : Proposal for CVA
WHO MAY PROPOSE?

DIRECTORS JUDICIAL MANAGER LIQUIDATOR

if the company has not Where a company is where a Company is

been wound up or under under a judicial being wound up.
judicial management. management order.

Proposal shall include appointment of a nominee

Nominee = Any person who is qualified to be appointed as an insolvency practitioner.

Sec. 394 CA2016
Stage 2 : Submission of Proposal

Sec. 397 (1) & (3) CA 2016 :

Documents shall be Nominee will look at whether :

submitted to the
nominee for his 1. The proposed CVA has a reasonable
opinion prospect.
2. The Company is likely to have sufficient
funds available to carry on its business.
Stage 2 : Submission of Proposal
Documents:
1. A document setting out the terms of the proposed voluntary
arrangement.

2. A statement of the company’s affairs, containing particulars

of the company’s creditors and its debts, of its other
liabilities and of its assets.

[s. 397(1) CA 2016]

Stage 3 : Filing of Document to Court

Proposed voluntary A statement of

Sec. 398 CA 2016 arrangement (VA). the Company’s
affairs.
A moratorium commences
automatically from the time
of filing of the following
documents to Court :-
Consent form from A statement from
the nominee to act. the nominee.
Stage 4 : Moratorium

1 2 3
Stage 4 : Moratorium
Powers & Duties of Nominee during Moratorium

Nominee may withdraw his The proposed voluntary There are insufficient
consent to act if he forms the arrangement no longer has a funds to enable the
reasonable prospect of being
opinion that :- company to carry on its
approved or implemented.
business.

During a moratorium, a nominee The proposed voluntary There are sufficient funds
shall monitor the Company’s arranegment has a during the proposed
affairs for the purpose of forming reasonable prospect of moratorium to carry on its
an opinion as to whether : - being approved and business.
implemented.
 Stage 4 : Moratorium
The Effect of Moratorium

No winding up No meeting and no No proceedings or No application for

petition may be resolution may be execution judicial management.
presented. passed. proceedings.
Stage 5 : Summoning of Meetings
• Where a moratorium is in force, a meeting (members &
creditors) shall be summoned to decide whether to approve
S. 399 the proposed VA or otherwise.
CA 2016

• Approved VA shall take effect & be binding on all the creditors

of the Company whether / not they have voted in favour of the
s. 400(5) proposal, except secured creditors unless they agree.
CA 2016

• No modification in respect of the proposals is allowed in the

s. 400(6) meeting.
CA 2016
Stage 5 : Summoning of Meetings

A simple majority
75% of the total
members’ meeting
value of creditors + to pass a = Approval of CVA
present & voting at
resolution to
the meeting
approve the CVA
Stage 6 : Supervisor / Implementation
The Supervisor of the VA can be either :

• The nominee by virtue of the approval given at one / both of

members’ & creditors’ meeting.

• Any other person other than the nominee who is an insolvency

practitioner.

[s. 401(1) CA 2016]

Stage 6 : Supervisor / Implementation
The Supervisor would be responsible for the implementation of the
proposal. He or she may :-

1. Apply to the Court for directions in relation to any particular matter

arising under the CVA.

2. Apply to the Court for the winding up of the Company or for a

judicial management order to be made in relation to the winding
up of the Company.
Stage 6 : Supervisor / Implementation
If creditors / any other person are dissatisfied,
may appeal to Court & the Court may :-
[s. 401 (4) CA 2016]

Give directions
Confirm any Reverse any to the SV to Modify any act
act / decision act / decision make such / decision of
of the SV of the SV other order as the SV
it thinks fit.
Stage 6 : Supervisor / Implementation

Threadneedle
Pensions Limited • An application was made to challenge the
decision of the SV of CVA under section 7(3) of
v Insolvency Act 1986 (which is in pari materia to
Asher Miller s. 401(4) of CA 2016).

(SV of the V.A of the • The Court allowed the application & reversed
Cotswold Co. Ltd) the decision of the SV.
[2009] EWHC 1151 (Ch)
Power to Grant Relief

The Court’s power to exonerate a Nominee, wholly or partly, in

any proceedings for negligence, default, breach of duty or breach
of trust if he acted:

Honestly & Having regard to all The Nominee may

reasonably the circumstances also apply to the
of the case. Court for relief.

[s. 581 of CA 2016]

Malaysia CVA & UK CVA
CVA under CA 2016 is largely based on UK CVA under
Insolvency Act 1986

But, main differences: UK provides for grounds to

challenge the decision of meeting of CVA but no such
provision exist in Malaysia.

Macaria Investments Ltd v Sanders & another [2010] EWHC 3353 (Ch)
The applicant contended that the 2 land contracts were a sham. He applied under s. 6 of
Insolvency Act 1986 for an order that the CVA be revoked on the grounds that there had been
material irregularity in relation to that meeting; that the presence of sham creditors at the
meeting which approved the CVA constituted an irregularity. The Court allowed the application.
JUDICIAL MANAGEMENT
1. Basis to Apply
An application for a Company to be placed under a JM may be made to
the Court if :
The company is or will be unable to pay its debts.

There is a reasonable probability of rehabilitating the Company

or of preserving all of its business as a going concern.

The interest of creditors would be better served than by

resorting to a winding up.

[s. 404 CA 2016]

1. Basis to Apply
JM order will only be granted if the Court is satisfied that: -

The Company is or will be unable to pay its debt under

s. 466 CA 2016

• The survival of the Company / its undertaking.

The making of the order
would be likely to achieve
one / more of the following
purposes:-
• The approval under s. 366 of a compromise /
arrangement between the Company & its
member/creditors.
• A more advantageous realisation of the
Company’s assets would be effected than on
a winding up.
 Re Genesis Technologies Pte Ltd
1. Basis to Apply [1994] 3 SLR 390 (HC)
The Court held that it should be vigilant to ensure
that JM is not used by directors / shareholders to
the detriment of the creditors. The motive for an
application for JM should be honourable.

Deutsche Bank AG & Anor v Asia Pulp & Paper

Co. Ltd [2003] SGCA 19
The Court refused to grant JM order although the
company had successfully demonstrated itself to
be in debt. The Court had taken into consideration
of the surrounding factors : very high costs,
insufficient knowledge & possibility of litigation.

Re Cosmotron Electronics (S’pore) Pte Ltd

[1989] 1 SLR 251
The Court refused to grant the JM although the
Company has fallen within the ambit of S. 227A
(pari materia to s.404 CA2016) as it does not, in
Court’s view, likely to achieve one / more of the
purposes under S. 227B (pari materia to s.405
CA2016).
2. Who can Apply
Persons who can apply for JM which includes:-

1. Company
2. Directors
3. Creditors
4. Company, Directors & Creditors jointly

[s. 405 CA 2016]

3. Procedures
• OS & Affidavit
File • Nominate JM
Application • Moratorium [s. 410(c)]

• Advertisment in newspaper
Give Notice • Creditor
• Registrar

• Creditors can oppose the

nomination
Hearing • If successful, Court may invite
creditors to nominate another JM

• Give notice of the

Order Appointment of JM
4. When Making an Application for JM
During the period beginning & ending with the
making of an application for a JM order &
ending with the making of such an order / the
dismissal of the application :

• No resolution shall be passed / order made for the winding up of the Company.

• No steps shall be taken to enforce any charge on or security over the company’s
property.

• No other proceedings and no execution or other legal process shall be

commenced.
5. When JM Order is Granted

• Any Receiver & Manager shall vacate office, and none can be
appointed.

• Any application to wind up the Company shall be dismissed.

• No resolution can be passed or order be made to wind-up the

Company.

[s. 411 of CA 2016]

5. When JM Order is Granted
No legal & execution proceedings shall be commenced
/ continued, except with consent of JM or leave of
Court.

In S’pore, a party successfully applied for such a leave

which even carried retrospective effect.

Maniach Pte Ltd v L Capital Jones Ltd & another

[2016] 3 SLR 801, the Court allowed the application for
leave by way of OS which applied retrospectively.
5. When JM Order is Granted
• A JM order is valid for 6 months unless discharged
earlier.
• The Court may on the application of the JM grant
s. 406(1) an extension of a further 6 months.

• Every invoice, order for goods / services, business

letter / order form, or official website shall contain
a statement that the affairs, business & property of
s. 412 the company are being managed by the JM.
6. Judicial Manager The J.Manager's powers
Those specified in the 9th
include as follows:- Schedule.

Apply to Court for directions

in relation to any particular
Take into custody / under
matter arising in connection
his control all property.
with the carrying out of his
functions.

Do all such thing as may be

necessary for the
Do all such other things as
management of the affairs,
the Court may order.
business & property of the
Company.
7. Companies under JM

Statement of
• Company to provide statement of affairs within 14 days from
receiving JM order.

Affairs • Statement of affairs to be given by a director & a person

approved by the JM.

Statement of
• J.Manager to send statement of proposal to creditors &
Registrar on how to achieve the proposal under s. 405(1)(b)

Proposal • Call creditors meeting – not less than 14 days notice.

• To be done within 60 days from the date of JM order.

7. Companies under JM

• 75% of creditors (in value) whose claim have been accepted by

the J.Manager, present & voting at the meeting either in person /

Meeting
by proxy [s. 421]

• Once approved, the proposal shall be binding on all creditors.

• May establsih a Committee of creditors [s. 422]

• Duty to administer according to approved plan [s. 423]

Administer • Any modification – approval through creditors meeting [s. 423 (2)]

• Duty to apply for discharge when achieved / cannot be achieved

[s. 424]
8. Protection of Interests of Creditors & Members

A creditor / member of the Company

may apply to the Court for an order
on the ground that:-
The company’s affairs, business &
Any actual / proposed act /
property managed by the Judicial
omission of the J.Manager
Manger was unfairly prejudicial to the is or would be so
interests of its creditors / members. prejudicial.
8. Protection of Interests of Creditors & Members

Upon application, Court may by order:-

Make an
Give relief in respect Adjourn the
interim order or
of the matters hearing
any other order
complained of. conditionally /
that the Court
unconditionally.
thinks fit.
8. Protection of Interests of Creditors & Members

The order made by Court may :-

Regulate future Discharge the

Require J.Manager Require the
management of the JM order &
to refrain from summoning
Company’s affairs, make
doing an act of a meeting
business & property consequential
complained of by of creditors /
by J.Manager. provision as the
the applicant. members.
Court thinks fit.
9. Duty to Co-operate with Judicial Manager
• The person who is in the opinion of the J.Manager capable of giving
the information required, shall : -

Give to the J.Manager such info. Attend on the J.Manager at

concerning the Company’s affairs such times as the J.Manager
as the J.Manager may may reasonably require.
reasonably require. [s. 428(1) CA 2016]
9. Duty to Co-operate with Judicial Manager
The person includes a person who : -

• Is / has at any time been an officer of the Company.

• Has taken part in the formation of the Company at any time within
1 year before the date of the JM order.

• Is in the employment of the Company including a person who is

employed under a contract for services, or has been in the
employment of the Company within that year.
10. Inquiry into Company’s Dealings, etc.

Upon the application of J.Manager, the Court may summon to

appear before it:

Any officer of the Company

Any person known / suspected to have in his possession any
property of the Company.

Any person who is supposed to be indebted to the Company.

Any person whom the Court thinks capable of giving info

concerning property of the Company.

[s. 429(1) CA 2016]

10. Inquiry into Company’s Dealings, etc.
The Court may require any such person, to submit an affidavit to
the Court containing an account of his dealings, to produce any
books, papers or other records relating to the Company.

After considering the evidence obtained and on the application of

J.Manager, the Court may order:-

- Any person who has in his possession any property of the Company
to surrender the property to the J.Manager.

- Any person who is indebted to the Company to pay the J.Manager

the whole or any part of the amount due.

[s. 429(4) & (5) CA 2016]

11. Offences by Officers of Companies in
Liquidation
Every person who is or was an officer / a contributory of Company
which is under JM, commits an offence if he –

• Does not disclose to the J.Manager all the property of Company.

• Does not deliver up to the J.Manager all Company’s property in his custody.
• Commits an act under s. 536 (1)(c), (g) & (h) within 12 months before the commencement of
the w/up or at any time after the commencement.
• Makes any material omission in any statement relating to the affairs of the company.
• Fails to inform the liquidator of a false debt within 30 days from the date he knows / believes
that the false debt has been proved by any person.
• Prevents the production of any book / paper affecting / relating to the property / affairs of the
company.
[s. 536 CA 2016]
12. Judicial Management Order
A JM Order would not apply to:
A company which is a
licensed institution / an
operator of a
designated payment
system regulated under
the laws enforced by
Bank Negara

A company subject
to the CMSA 2007

A Company in
liquidation.
 syaidatul.adzmi@mmu.edu.my

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