TER THIAN TIN 1. ) TER CHIN HENG 2. ) CHIPTAR HOLDINGS SDN BHD

TER THIAN TIN 1. ) TER CHIN HENG 2. ) CHIPTAR HOLDINGS SDN BHD

The court found a complete and irretrievable breakdown of mutual trust and confidence among key shareholders/directors making winding up on just and equitable grounds appropriate; the originating summons for a Fortuna injunction was dismissed because the petition had been advertised/gazetted, there was no prima facie irreparable harm to preserve and the OS amounted to an abuse/back-door attempt; the company is to be wound up and Ralph Ravin Ratnaswany is appointed liquidator with specified costs orders.

Citation
WA-24NCC-387-09/2021 (Mahkamah Tinggi)
Parties
Petitioner: Ter Chin Heng; 1st Respondent: Chiptar Holdings Sdn Bhd; 2nd Respondent: Ter Thian Tin; 3rd Respondent: Ter Wei Hong; 4th Respondent: Li Yuhua; 5th Respondent: The Personal Representative of the Estate of Teh Yu Chai @ Ter Swee Leong
Court
High Court
Jurisdiction
Malaysia
Judgment Date
21 March 2022
Case Number
WA-24NCC-387-09/2021 (Mahkamah Tinggi)
Procedural Posture
Companies (winding Up) Petition and Originating Summons / Judgment
Outcome
Originating Summons dismissed; Companies (Winding-Up) Petition allowed and Chiptar Holdings Sdn Bhd ordered to be wound up on just and equitable grounds
Legal Topics
Winding Up, Fortuna Injunction, Just and Equitable Ground, Breakdown of Mutual Trust and Confidence, Appointment of Liquidator, Costs
Source Language
Malay/English
Company Law Injunctions Civil Procedure Equity Winding Up Fortuna Injunction Just and Equitable Ground Breakdown of Mutual Trust and Confidence +2 more

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Parties

Ter Chin Heng

Petitioner

Chiptar Holdings Sdn Bhd

1st Respondent

Ter Thian Tin

2nd Respondent

Ter Wei Hong

3rd Respondent

Li Yuhua

4th Respondent

The Personal Representative of the Estate of Teh Yu Chai @ Ter Swee Leong

5th Respondent

Procedural Posture

Companies (winding Up) Petition and Originating Summons / Judgment

Legal Issues

  1. 1 Whether a Fortuna injunction should restrain prosecution or publication of a winding up petition
  2. 2 Whether winding up on just and equitable grounds is justified by breakdown of mutual trust and confidence
  3. 3 Whether pending rights issue and fiduciary suits are suitable alternative remedies to winding up

Ratio Decidendi

The court found a complete and irretrievable breakdown of mutual trust and confidence among key shareholders/directors making winding up on just and equitable grounds appropriate; the originating summons for a Fortuna injunction was dismissed because the petition had been advertised/gazetted, there was no prima facie irreparable harm to preserve and the OS amounted to an abuse/back-door attempt; the company is to be wound up and Ralph Ravin Ratnaswany is appointed liquidator with specified costs orders.

Court Disposition

Originating Summons dismissed; Companies (Winding-Up) Petition allowed and Chiptar Holdings Sdn Bhd ordered to be wound up on just and equitable grounds

Orders

  • Wind up Chiptar Holdings Sdn Bhd pursuant to paragraph 1 of Enclosure 1 of the Petition
  • Appoint Ralph Ravin Ratnaswany as liquidator of Chiptar Holdings Sdn Bhd