Latest news with #windingup
Free Malaysia Today
2 days ago
- Business
- Free Malaysia Today
Court takes over THHE's winding-up, citing liquidator's bias
The Kuala Lumpur High Court has ordered that THHE Engineering Berhad be wound up, with costs totalling RM150,000 to be paid out of its assets to the three petitioners led by Global Mariner Offshore Services Sdn Bhd. PETALING JAYA : The Kuala Lumpur High Court has, in a landmark decision, converted TH Heavy Engineering Berhad's (THHE) voluntary winding-up into a court-supervised compulsory liquidation, citing serious concerns over how the process was conducted previously. 'This is probably the second time that such an application has been made,' Justice Atan Mustapha Yussof Ahmad said in a written judgment handed down recently. 'The earlier case was decided over a hundred years ago,' he added, citing the Seremban General Agency case from 1923. The judge was setting out his grounds for allowing a petition by Global Mariner Offshore Services Sdn Bhd (GMOS) and two others under Sections 464(1) and (2) of the Companies Act 2016, and for the appointment of private liquidators. GMOS became a creditor of THHE on July 21, 2023, after securing judgment for US$63.42 million in damages following a shareholders' dispute. Together, GMOS and two other petitioners – Boomslang Technology Sdn Bhd and Dynac Sdn Bhd – hold 76.8% of THHE's total debt. 'The breaches of statutory provisions in the voluntary liquidation process, conflicts of interest of the interim liquidators, questionable circumstances surrounding the voluntary liquidation, and the compelling need for independent investigation all point inexorably to the conclusion that compulsory liquidation under court supervision is necessary. 'The evidence reveals concerning aspects of the voluntary liquidation process that call into question its bona fides,' Atan said in his 58-page judgment. This includes conflicts of interest arising from the appointment of two individuals as interim liquidators when the creditors' voluntary liquidation process began on Sept 8, 2023. FMT is withholding the names of the individuals concerned. Atan said there were serious questions about the independence of the two appointees, given their 'long-standing relationship with the THHE Group'. The duo were previously appointed to advise on debt restructuring schemes drawn up in 2017 and 2023. The judge said the interim liquidators had demonstrated a 'lack of objectivity and bias in favour of the directors who appointed them'. He found that they failed to properly investigate a 'suspicious' declaration of solvency for THHE Fabricators Sdn Bhd – a subsidiary of the company – after it 'showed a dramatic change from a RM29.469 million deficit to RM10.525 million surplus within one month'. He also said the interim liquidators had failed to adequately examine inter-company transactions, and had tended to defend actions taken by the company's directors instead of conducting impartial investigations. 'The interim liquidators' conduct throughout the voluntary liquidation process demonstrated a clear intention to maintain control rather than facilitate proper creditor governance,' the judgment read. Atan also questioned their conduct of a meeting convened on Oct 4, 2023, alleging they had 'deprived creditors of their statutory rights to elect a chairman and nominate a liquidator of their choice'. He criticised their subsequent attempt to initiate legal proceedings aimed at convening a fresh meeting 'under their control'. 'Their conduct throughout suggests a deliberate strategy to frustrate creditors' rights and maintain their position, rather than acting in the best interests of the creditor body as a whole,' he said. He pointed to the timing and manner in which the voluntary liquidation had been commenced, saying it 'strongly (suggested) an ulterior purpose'. He described the two scheme applications previously filed in court as 'tactical manoeuvres to delay creditors' enforcement actions', noting that they were submitted shortly after GMOS obtained its judgment. The judge concluded that the voluntary liquidation had been initiated to preempt any attempt by creditors to compulsorily wind up the company. 'The timing and circumstances suggest the companies may have sought to maintain control over the liquidation process by placing it in the hands of their chosen liquidators, rather than risk court-appointed liquidators in compulsory proceedings,' he said. Atan also found the creation of security interests immediately before liquidation to be 'particularly troubling'. 'The timing suggests an attempt to prefer certain creditors and ring-fence assets before liquidation commenced. 'The need for independent investigation is a recognised ground for conversion from voluntary to compulsory liquidation. A court appointed liquidator, as an officer of the court, may better serve the interests of the creditors,' he said. The court ordered that THHE be wound-up, and appointed Lim Tian Huat and Chiang Teng Guan, nominated by the petitioners, as joint and several liquidators of the company. It also ordered that costs totalling RM150,000 be paid to the petitioners out of THHE's assets. THHE's largest shareholder is Urusharta Jamaah Sdn Bhd (UJSB), an asset management company established by the finance ministry in 2010 to manage underperforming Lembaga Tabung Haji investments. Formerly known as Ramunia Holdings Berhad, the company was involved in the fabrication of oil and gas structures, and in construction and management services. In 2017, it was classified as a PN17 company, and was delisted by Bursa Malaysia five years later.
Daily Mail
6 days ago
- Business
- Daily Mail
Holly Willoughby's media company gets another 12 weeks to pay £377,000 tax bill or face being wound up
Holly Willoughby 's media firm has been given 12 weeks to stump up £377,000 to avoid being wound up over a tax debt. Roxy Media, the media production and management firm run by the TV presenter and her husband Dan Baldwin, was issued with a winding-up order by His Majesty's Revenue & Customs earlier this year, according to court filings. A hearing at the Insolvency and Companies Court in April heard that the firm owed £377,000 in tax, which had been reduced from an unknown amount. The case was adjourned for 12 weeks to allow the debt to be paid. Now Charlotte Cooke, for HMRC, has told a hearing on Wednesday that the company was seeking to take the case to a tax tribunal, with no details given over whether the debt had been paid partially or in full. She said: 'I understand the company has submitted an application for a late appeal to be heard. Our position is that that is opposed.' She continued: 'This has gone on long enough.' Michael Collins, representing the business, confirmed it was taking the case to a tax tribunal, but no details were given in court as to what the challenge concerned. Mr Collins continued that the company was waiting for a date for the tribunal appeal to be heard. Insolvency and Companies Court Judge Sally Barber adjourned the case until August 20. Willoughby set up the company with her husband to specialise in managing media clients. Records on Companies House indicate that she was appointed as a director of the company in 2014, and Mr Baldwin in 2008. The presenter is best known for previously fronting ITV daytime show This Morning and Dancing On Ice. Ms Cooke, representing HMRC, told the High Court in London how Roxy Media had submitted an appeal but insisted it was too late and the firm should be wound up. Mr Collins, speaking for the company, said the initial appeal was late owing to negligence of the company's former accountants. He said: 'The new accountants have made a submission for late appeal and the tribunal will hear that in due course. 'We are seeking late appeal and have applied to the tribunal and that is now within the tribunal system for a hearing.' Ms Cooke said: 'We say the decision to refuse the appeal was made by HMRC and seeking to do that now we say is out of time and we say this had been going on long enough.' Judge Sally Barber directed the company to file evidence setting out the stage reached in the application for appeal ahead of the next court date of August 20. Neither Willoughby nor Baldwin attended the hearing at the Rolls Building in central London. A financial expert has previously suggested that the issue could have arisen from differing interpretations of Holly's tax status. They said: 'It's possible her This Morning salary was paid into the company as freelance income, whereas the tax office may consider that she was employed by ITV and that the income should have been taxed on a PAYE basis'. 'You'd expect HMRC and Roxy Media to have been in dialogue, so it's possible that the tax office has issued the petition in a bid to hurry things up'. According to its Companies House listing, Roxy Media deals with TV show 'production activities'. The former This Morning host set up the company with her husband to specialise in managing media clients. She recently paid tribute to another show she presented, Dancing On Ice, after the series was 'rested' with 'no current plans for another series' according to an ITV spokesman earlier this year. Ms Willoughby began presenting the ice skating show in 2006, alongside Phillip Schofield, who resigned from ITV in 2023. Away from her TV fame, Willoughby also runs her own wellness and lifestyle brand called Wylde Moon. Her business empire is estimated to be worth £10million and she has also worked with brands including Marks & Spencer, Diet Coke and Oral B.
The Independent
6 days ago
- Business
- The Independent
Holly Willoughby's media company given further chance to avoid being wound up
Holly Willoughby's media company has been given a further chance to avoid being wound up over a tax debt. Roxy Media, the media production and management firm run by the TV presenter and her husband, Dan Baldwin, was issued with a winding-up order by His Majesty's Revenue & Customs (HMRC) earlier this year, according to court filings. A hearing at the Insolvency and Companies Court in April heard that the firm owed £377,000 in tax, which had been reduced from an unknown amount. The case was adjourned for 12 weeks to allow the debt to be paid. At a hearing on Wednesday, Charlotte Cooke, for HMRC, told the court that the company was seeking to take the case to a tax tribunal, with no details given over whether the debt had been paid partially or in full. She said: 'I understand the company has submitted an application for a late appeal to be heard. 'Our position is that that is opposed.' She continued: 'This has gone on long enough.' Michael Collins, representing the company, confirmed it was taking the case to a tax tribunal, but no details were given in court as to what the challenge concerned. Mr Collins continued that the company was waiting for a date for the tribunal appeal to be heard. Insolvency and Companies Court Judge Sally Barber adjourned the case until August 20. Willoughby set up the company with her husband to specialise in managing media clients. Records on Companies House indicate that she was appointed as a director of the company in 2014, and Mr Baldwin in 2008. The presenter is best known for previously fronting ITV daytime show This Morning and Dancing On Ice.
Yahoo
6 days ago
- Business
- Yahoo
Holly Willoughby's media company given further chance to avoid being wound up
Holly Willoughby's media company has been given a further chance to avoid being wound up over a tax debt. Roxy Media, the media production and management firm run by the TV presenter and her husband, Dan Baldwin, was issued with a winding-up order by His Majesty's Revenue & Customs (HMRC) earlier this year, according to court filings. A hearing at the Insolvency and Companies Court in April heard that the firm owed £377,000 in tax, which had been reduced from an unknown amount. The case was adjourned for 12 weeks to allow the debt to be paid. At a hearing on Wednesday, Charlotte Cooke, for HMRC, told the court that the company was seeking to take the case to a tax tribunal, with no details given over whether the debt had been paid partially or in full. She said: 'I understand the company has submitted an application for a late appeal to be heard. 'Our position is that that is opposed.' She continued: 'This has gone on long enough.' Michael Collins, representing the company, confirmed it was taking the case to a tax tribunal, but no details were given in court as to what the challenge concerned. Mr Collins continued that the company was waiting for a date for the tribunal appeal to be heard. Insolvency and Companies Court Judge Sally Barber adjourned the case until August 20. Willoughby set up the company with her husband to specialise in managing media clients. Records on Companies House indicate that she was appointed as a director of the company in 2014, and Mr Baldwin in 2008. The presenter is best known for previously fronting ITV daytime show This Morning and Dancing On Ice.
Free Malaysia Today
05-07-2025
- Business
- Free Malaysia Today
THHE directors lack standing to fight winding-up petition, says court
The High Court dismissed an application brought by three directors to intervene and oppose a winding-up petition, ruling that their application was flawed and had no legal basis. KUALA LUMPUR : The High Court has ruled that the former directors of TH Heavy Engineering Bhd (THHE) had no legal standing to oppose a petition brought by three creditors to convert the company's voluntary liquidation (CVL) into a court-ordered winding-up. Three THHE directors, led by Jauhari Hamidi, had asked the court to declare that they retained residual powers – both individually and collectively – to oppose the winding-up petition filed by Global Mariner Offshore Services Sdn Bhd and two other creditors. Justice Atan Mustaffa Yussof Ahmad, however, dismissed the application and awarded costs against them personally. In written grounds delivered last week, the court said a company's directors lose their powers once a liquidator is appointed. In 2017, THHE was classified as a PN17 company, indicating that the company was in financial distress. In September 2023, its board of directors commenced the CVL process, which saw joint interim liquidators appointed. The official receiver took over in May last year after the joint interim liquidators vacated their post. 'Having voluntarily ceded their powers to manage the company to the joint interim liquidators, (the directors) cannot now claim residual powers to oppose a petition that would merely place the liquidation under court supervision,' Atan said. He held that under Sections 440(2) and 476(2) of the Companies Act 2016, an interim liquidator is vested with 'every function and power' accorded to a liquidator under the Act. 'These provisions, read together, indicate that an interim liquidator possesses substantially the same powers as a permanent liquidator, which necessarily includes the power to determine whether to oppose, or not oppose, the petition,' he said. The judge accepted that directors may, in certain limited circumstances, retain some residual powers after a liquidator is appointed. 'However, the authorities establish that such residual powers are of a narrow scope and apply in specific situations,' he said, ruling that those powers do not extend to opposing a petition to convert a voluntary liquidation to one ordered by the court. Relying on the Federal Court's 2010 decision in Zaitun Marketing Sdn Bhd v Boustead Eldred Sdn Bhd, Atan said the directors of a company are not parties to a liquidation unless they qualify as creditors or contributories. He also ruled that any purported 'residual powers' had to be exercised collectively by the board, not unilaterally, as Jauhari had sought to do by engaging solicitors without a board resolution conferring authority on him. Atan also found that the directors' application was procedurally defective and lacked a 'proper legal basis'. 'The present case involves fundamental procedural defects where the application fails to comply with the mandatory requirement under Rule 7 of the Companies (Winding Up) Rules 1972 of being made by motion. 'More importantly, (it) lacks any proper legal basis under the Companies Act 2016 as neither Section 517 nor Section 486(2) applies to the circumstances presented,' he said. Global Mariner, Boomslang Technology Sdn Bhd and Dynac Sdn Bhd filed their winding up petition in February, citing THHE's inability to pay its debts. On May 27, the High Court allowed the petition. The three creditors collectively hold 76.8% of THHE's total debt, with Global Mariner owed US$63.42 million in damages following an earlier court ruling over a shareholders dispute. The petitioners were represented by David Mathews, Olivia Loh, Koh Jo Vin and Lai Ann Xing, and the directors by Wajdi Mohamad & Hajar Mardhiah. Joyce Pang appeared for NSF Engineering, a supporting creditor, while Tay Li Sheng appeared for Star Kris Services, which is opposing the petition. Wardah Nasuha Safian from the insolvency department appeared for the official receiver.
