PEMPETISYEN Norazizah Binti Abd Latif 1. ) Norulhidayah Binti Mohd Nawi 2. ) Siti Shahida Binti Sha'ari 3. ) Norfaneysa Binti Abd Latif 4. ) Norfatihah Binti Abd Latif 5. ) Robeah Binti Mohd Idris 6. ) Khalifah Nabawi Sdn.Bhd.

PEMPETISYEN Norazizah Binti Abd Latif 1. ) Norulhidayah Binti Mohd Nawi 2. ) Siti Shahida Binti Sha'ari 3. ) Norfaneysa Binti Abd Latif 4. ) Norfatihah Binti Abd Latif 5. ) Robeah Binti Mohd Idris 6. ) Khalifah Nabawi Sdn.Bhd.

Petitioner engaged in wrongful conduct by transferring the Company's business and seeking winding-up to effect a personal exit; because petitioner cannot rely on her own wrongful acts to establish just and equitable grounds, and there was no deadlock and the Company appeared solvent, the court exercised its discretion to dismiss the winding-up petition with costs.

Citation
WA-28NCC-1014-10/2023 (Mahkamah Tinggi)
Parties
Petitioner: Norazizah Binti Abd Latif; 1st Respondent: Norulhidayah Binti Mohd Nawi; 2nd Respondent: Siti Shahida Binti Sha'ari; 3rd Respondent: 3rd Respondent (name not stated); 4th Respondent: 4th Respondent (name not stated); 5th Respondent: 5th Respondent (name not stated); 6th Respondent: 6th Respondent (the Company)
Court
High Court
Jurisdiction
Malaysia
Judgment Date
13 August 2024
Case Number
WA-28NCC-1014-10/2023 (Mahkamah Tinggi)
Procedural Posture
Companies Winding Up Petition / Judgment
Outcome
Petition dismissed with costs
Legal Topics
Winding Up, Just and Equitable Ground, Unpaid Capital, Share Issuance, Loss of Substratum, Directors' and Shareholders' Duties
Source Language
Malay/English
Company Law Commercial Law Insolvency Law Winding Up Just and Equitable Ground Unpaid Capital Share Issuance Loss of Substratum +1 more

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Parties

Norazizah Binti Abd Latif

Petitioner

Norulhidayah Binti Mohd Nawi

1st Respondent

Siti Shahida Binti Sha'ari

2nd Respondent

3rd Respondent (name not stated)

3rd Respondent

4th Respondent (name not stated)

4th Respondent

5th Respondent (name not stated)

5th Respondent

6th Respondent (the Company)

6th Respondent

Procedural Posture

Companies Winding Up Petition / Judgment

Legal Issues

  1. 1 Whether the Company should be wound up under s465(1)(c) and (h) of the Companies Act 2016
  2. 2 Whether the Company has ceased business for over one year and suffered loss of substratum
  3. 3 Whether RM497,000 (or RM447,000 as alleged) of share capital was wrongly credited as paid-up

Ratio Decidendi

Petitioner engaged in wrongful conduct by transferring the Company's business and seeking winding-up to effect a personal exit; because petitioner cannot rely on her own wrongful acts to establish just and equitable grounds, and there was no deadlock and the Company appeared solvent, the court exercised its discretion to dismiss the winding-up petition with costs.

Court Disposition

Petition dismissed with costs

Orders

  • Winding-up petition dismissed
  • Costs awarded to the Respondents