High Court finds company had lost its substratum, lacked a functioning board, and was used for unlawful purposes.
Justice Wan Fadhilah Nor Wan Idris also confirmed Wong Weng Foo, the company’s interim liquidator since August 2024, as the company’s liquidator.
Wan Fadhilah’s decision came following the hearing of a petition by Genneva director Ng Wan Yee under Sections 465(1)(h) and 465(1)(k) of the Companies Act 2016.
In brief oral grounds, the judge noted that Genneva had been criminally convicted, confirming the company was used for unlawful purposes.
She also found that the company had not maintained proper secretarial records, with its books and papers not in order, and had no functioning board of directors.
The court further found that there was no sufficient reason for the company to remain active and solvent.
Genneva was incorporated as a gold trading company and operated a scheme involving the sale and subsequent repurchase of gold.
It ceased operations in 2009 following a Bank Negara Malaysia investigation into alleged illegal deposit-taking.
In December 2017, the company was convicted of accepting deposits without the required permits. Four of its directors were also convicted and sentenced for offences linked to illegal deposit-taking and money laundering.
Wan Yee’s petition followed a sessions court order in June 2024 directing the release of properties seized from Genneva, including funds held in its bank accounts.
She alleged that about RM11.66 million was subsequently transferred from Genneva’s bank accounts to the client’s account of its solicitors, Messrs Gooi & Azura. A further RM10.26 million was later transferred as purported legal fees.
Wan Yee said the transactions required investigation and that there remained a risk of further dissipation of the company’s assets.
Six creditors and investors supported the petition, saying they had paid money into Genneva’s gold investment scheme but had not received payments under deferred payment arrangements or in restitution.
The petition was opposed by two contributories and three creditors, who disputed the grounds for winding-up and Wong’s appointment.
Wong maintained that his investigations showed there had been unlawful dissipation of the company’s assets.
Alvin Tang, Lucy Lee, Kang Zhen Leong and Samantha Sum appeared for the petitioner, while K Kirubakaran, Chua Jeung Ru, K Selva Kumaran and Tan Yew Kit acted for the opposing contributories.
Cheah Kit Yee and Tan Meng Tze represented the opposing creditors, while Afdhilani Jusoh represented the supporting creditor.
Wilson Lim and Huam Wan Ying appeared for Messrs Gooi & Azura, while S Ravenesan and S Naveennesan represented the interim liquidator. - FMT
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