PEMPETISYEN LOO BEE ENG 1. ) WINNERS ALUMINIUM & GLASS SDN BHD 2. ) PAN KEE MUN 3. ) PHANG KA TING 4. ) LIM TECK SENG 5. ) LEE CHOON CHIN

PEMPETISYEN LOO BEE ENG 1. ) WINNERS ALUMINIUM & GLASS SDN BHD 2. ) PAN KEE MUN 3. ) PHANG KA TING 4. ) LIM TECK SENG 5. ) LEE CHOON CHIN

The court found prima facie evidence that the two director-shareholders acted in their own interests and in ways unfair and unjust to one another, that their relationship has irretrievably broken down and they are deadlocked with equal shareholding preventing effective management; accordingly it is just and equitable to wind up the company under s465(1)(f) and s465(1)(h) of the Companies Act 2016 and appoint a liquidator to realize assets and distribute proceeds after debts.

Citation
PA-28NCC-114-09/2023 (Mahkamah Tinggi)
Parties
Petitioner: LOO BEE ENG; 1st Respondent: WINNERS ALUMINIUM & GLASS SDN. BHD.; 2nd Respondent: PAN KEE MUN; 3rd Respondent: PHANG KA TING; 4th Respondent: LIM TECK SENG; 5th Respondent: LEE CHOON CHIN
Court
High Court
Jurisdiction
Malaysia
Judgment Date
28 May 2025
Case Number
PA-28NCC-114-09/2023 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition / Judgment / Winding Up Order Made
Outcome
Amended petition allowed; winding-up order granted
Legal Topics
Just and Equitable Winding Up, Unfair or Unjust Conduct by Directors, Fiduciary Duties of Director Shareholders, Shareholder Deadlock
Source Language
Malay/English
Company Law Insolvency Equity Just and Equitable Winding Up Unfair or Unjust Conduct by Directors Fiduciary Duties of Director Shareholders Shareholder Deadlock

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Parties

LOO BEE ENG

Petitioner

WINNERS ALUMINIUM & GLASS SDN. BHD.

1st Respondent

PAN KEE MUN

2nd Respondent

PHANG KA TING

3rd Respondent

LIM TECK SENG

4th Respondent

LEE CHOON CHIN

5th Respondent

Procedural Posture

Winding Up Petition / Judgment / Winding Up Order Made

Legal Issues

  1. 1 Whether directors acted in their own interests rather than in the interests of members (s465(1)(f))
  2. 2 Whether the company should be wound up as just and equitable (s465(1)(h))
  3. 3 Whether there has been an irretrievable breakdown of mutual trust between the 50/50 shareholders

Ratio Decidendi

The court found prima facie evidence that the two director-shareholders acted in their own interests and in ways unfair and unjust to one another, that their relationship has irretrievably broken down and they are deadlocked with equal shareholding preventing effective management; accordingly it is just and equitable to wind up the company under s465(1)(f) and s465(1)(h) of the Companies Act 2016 and appoint a liquidator to realize assets and distribute proceeds after debts.

Court Disposition

Amended petition allowed; winding-up order granted

Orders

  • Wind-up Winners Aluminium & Glass Sdn. Bhd. under Companies Act 2016 s465(1)(f) and s465(1)(h)
  • Appoint Mr. Neoh Chin Wah as liquidator