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decide on the suitable relief which should be applicable under the Act. The remedies
provided under the provision are generally the same in all jurisdictions, with the
exception of the order of winding-up, which is not available in the UK. 166
Section 181 is wider than the other corresponding sections in terms of the grounds
for application under in that it adds "disregard of the interests of members,
shareholders or debenture holders." The same ground is available in New Zealand
and Australia but the section can only be invoked by members and not by creditors.
The UK however does not have "disregard of the members interests" as one of the
grounds.
Although section 181 provides a direct remedy to creditors, the provision is limited
to debenture holders only, not all creditors. The debenture holders‟ rights are
governed by contracts and they are protected to the extent of security. Further, they
are only entitled to relief under the Act if their rights as debenture holder are
prejudiced by the conduct of company‟s affairs and in the situation, it is most likely
they have included the right to appoint a receiver in the contract. Hence, the
unsecured creditors‟ right to be paid remain in winding-up proceedings in the event
the court grant it as a relief under section 181(2).
166 See section 181(2) of the Malaysian Companies Act 1965; section 174(2) of the New Zealand
Companies Act 1993; section 996(2) of the UK Companies Act 2006 and section 233(1) of the
Australian Corporations Act 2001.
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