Annou Xavier & Dinesh Athinarayanan for the Petitioner [Messrs Azri, Lee Swee Seng & Co.] Azlan Zainal for the Respondents [Messrs Zainal Abidin & Co.]

Annou Xavier & Dinesh Athinarayanan for the Petitioner [Messrs Azri, Lee Swee Seng & Co.] Azlan Zainal for the Respondents [Messrs Zainal Abidin & Co.]

On the evidence the court found a breakdown of mutual trust and a management deadlock caused by R1's failure and refusal to resolve accounts, produce bank statements and cooperate, making it just and equitable under s465(1)(h) to wind up Pine Treasure Sdn Bhd; the court therefore ordered winding up, appointed the Official Assignee as liquidator and awarded costs of RM20,000; other prayers were dismissed.

Citation
COMPANIES (WINDING UP) NO. WA-28NCC-1199-11/2019 (Mahkamah Tinggi)
Parties
Petitioner: Williams Boniface Mobin Roy; 1st Respondent: Abdul Sani bin Abdul Kudus; 2nd Respondent: Ruhana binti Hashim; 3rd Respondent: Pine Treasure Sdn Bhd
Court
WINDING UP
Jurisdiction
Malaysia
Judgment Date
18 September 2020
Case Number
COMPANIES (WINDING UP) NO. WA-28NCC-1199-11/2019 (Mahkamah Tinggi)
Procedural Posture
Companies (winding Up) Petition Under the Companies Act 2016 / Judgment (grounds of Judgment)
Outcome
Petition granted on just and equitable grounds under s465(1)(h) Companies Act 2016; company to be wound up; Official Assignee appointed liquidator; costs awarded to petitioner; remaining prayers dismissed.
Legal Topics
Just and Equitable Winding Up, Management Deadlock, Quasi‑partnership, Directors' Conduct and Unfair Prejudice, Recognition of Trust Over Shares, Appointment of Liquidator, Costs
Source Language
Malay/English
Company Law Insolvency and Liquidation Trusts and Equitable Relief Just and Equitable Winding Up Management Deadlock Quasi‑partnership Directors' Conduct and Unfair Prejudice Recognition of Trust Over Shares +2 more

Case Brief

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Parties

Williams Boniface Mobin Roy

Petitioner

Abdul Sani bin Abdul Kudus

1st Respondent

Ruhana binti Hashim

2nd Respondent

Pine Treasure Sdn Bhd

3rd Respondent

Procedural Posture

Companies (winding Up) Petition Under the Companies Act 2016 / Judgment (grounds of Judgment)

Legal Issues

  1. 1 Whether petitioner established just and equitable ground under s465(1)(h) CA 2016 to wind up the company
  2. 2 Whether directors acted in their own interests or unfairly under s465(1)(f) CA 2016
  3. 3 Whether there was a breakdown of mutual trust and management deadlock amounting to inability to continue company business

Ratio Decidendi

On the evidence the court found a breakdown of mutual trust and a management deadlock caused by R1's failure and refusal to resolve accounts, produce bank statements and cooperate, making it just and equitable under s465(1)(h) to wind up Pine Treasure Sdn Bhd; the court therefore ordered winding up, appointed the Official Assignee as liquidator and awarded costs of RM20,000; other prayers were dismissed.

Court Disposition

Petition granted on just and equitable grounds under s465(1)(h) Companies Act 2016; company to be wound up; Official Assignee appointed liquidator; costs awarded to petitioner; remaining prayers dismissed.

Orders

  • All other prayers in the petition dismissed