JUDGMENT
[1] The appeal raised questions of some significance relating to the duties and powers of a Liquidator in respect of proof of debts lodged by creditors.
[2] On 26 April 2022, this Court granted the Appellant leave to appeal in respect to the following questions of law:
Question 1
Can the Limitation Act 1953 apply to Proof of Debt which is accepted and not formally rejected by a Liquidator?
Question 2
Can the Liquidators unilaterally impose interest on the basis of a commercial decision and at a rate unilaterally decided by them despite the absence of any contractual provision and/or agreement by the Appellant?
The Factual Background
[3] The facts are not complicated and mainly, undisputed. However, it is necessary to set out the material facts to appreciate the issues argued in this appeal. By a Shareholders' Agreement dated 2 November 1993 UEM Group Berhad formerly known as United Engineers (Malaysia) Berhad (UEM) and Genisys Integrated Engineers Pte Ltd (GIE) agreed to form UEM Genisys Sdn Bhd (UEG). UEM and GIE as shareholders held 51% and 49% of its shareholding respectively. GIE is also a contributory and creditor of UEG.
[4] Gammon Construction Limited (Gammon) and Road Builder (M) Sdn Bhd, established an unincorporated joint venture known as Gammon-Road Builder Joint Venture (GRBJV). GRBJV entered into an agreement with Vietnam-Malaysia Joint Venture Company Limited (Vimas) to perform works, described as the construction, completion and maintenance of an international class hotel in Hanoi, Vietnam (Main Contract). By an agreement dated 24 May 1996 GRBJV appointed UEG to undertake works under the Main Contract, in particular, to supply and install mechanical and electrical works (the M&E Contract). UEG subcontracted the works under the M&E contract to GIE (Subcontract).