Monday, 12 March 2012, 15:45 MST
Federal Court: Primus (Malaysia) Sdn Bhd v Rin Kei Mei & 12 Others
Company law – Winding up – Section 181 of the Companies Act

Whether a proposal to sell or realize all the assets and liabilities of a company (not in liquidation) that involves an extinguishment of the entire body of existing members of the company by canceling every share held by its existing members, amounts to a proposal to totally sever, end and settle the mutual relations between the company and all its existing members under section 33(1) of the Companies Act and such proposal is within the meaning of an ‘arrangement’ in section 176 of the Act - Whether, under the statutory framework or legislative scheme of the Act, section 64 is one of the appointed statutory ways enabling or empowering a company to sever, end and settle its mutual relations with its entire body of existing members

Whether the words ‘in any way’ under section 64 of the Act confers statutory authority upon a company to reduce capital to permanently nil by canceling all existing shares of the company and thereby expelling the entire body of existing members - Whether section 64 of the Act may be relied upon independently, or on a stand alone basis, by a company to sever, end and settle mutual relations between itself and its entire body of existing members - Whether it is repugnant to the scheme of the Act for a company to issue shares for the purpose of winding-up itself voluntarily 

Whether voluntary winding up of a company under Part X Division 3 of the Act is a statutory affair strictly between a company and its existing members to sever, end and settle their mutual relations, and cannot in law constitute the lawful object or consideration of an agreement between the company and third parties to wind up the company voluntarily 
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Source : MLTIC News Service
Date of  Judgment : Thursday, 17 November 2011
Original Title : Primus (Malaysia) Sdn Bhd v Rin Kei Mei & 12 Others
Suit No : No. Permohonan 08(i)-289-2011(W)
Court : Federal Court of Malaysia
Quorum : Mohd Ghazali Mohd Yusoff, FCJ
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Syed Naqiz Shahabuddin
Partner, Naqiz & Partners
Tan Hon Yik
Partner, Naqiz & Partners
Khairul Ismail
Partner, Naqiz & Partners
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