PEMPETISYEN TELLUS RESOURCES SDN BHD IOTACS (M) SDN BHD PENCELAH 1. ) LOH SOON WAH 2. ) ANG SIEW CHENG PIHAK TERKILAN UAT AIR CONDITIONING SDN BHD

PEMPETISYEN TELLUS RESOURCES SDN BHD IOTACS (M) SDN BHD PENCELAH 1. ) LOH SOON WAH 2. ) ANG SIEW CHENG PIHAK TERKILAN UAT AIR CONDITIONING SDN BHD

Because the respondent was a 50:50 joint venture and the evidence showed litigation initiated by one shareholder bloc, refusal to approve payments, repeated procedural attacks and an entrenched board deadlock demonstrating an irretrievable breakdown of trust and confidence, the petition to wind up the company on just and equitable grounds under s465(1)(f) and s465(1)(h) CA 2016 succeeds.

Citation
WA-28NCC-1117-11/2023 (Mahkamah Tinggi)
Parties
Petitioner: Tellus Resources Sdn Bhd; Respondent: Iotacs (M) Sdn. Bhd.; Contributory: Contributories (unnamed)
Court
High Court
Jurisdiction
Malaysia
Judgment Date
3 February 2025
Case Number
WA-28NCC-1117-11/2023 (Mahkamah Tinggi)
Procedural Posture
Companies Winding Up Petition / Judgment and Order
Outcome
Petition allowed; winding up order made against the respondent company on just and equitable grounds.
Legal Topics
Winding Up, Just and Equitable Ground, Shareholder Deadlock, Quasi Partnership, Directors' Deadlock
Source Language
Malay/English
Company Law Insolvency Commercial Litigation Winding Up Just and Equitable Ground Shareholder Deadlock Quasi Partnership Directors' Deadlock

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Parties

Tellus Resources Sdn Bhd

Petitioner

Iotacs (M) Sdn. Bhd.

Respondent

Contributories (unnamed)

Contributory

Procedural Posture

Companies Winding Up Petition / Judgment and Order

Legal Issues

  1. 1 Whether there is a functional deadlock in the company's management between equal shareholders
  2. 2 Whether there is an irretrievable breakdown of trust and confidence between the shareholders
  3. 3 Whether the circumstances justify winding up on just and equitable grounds under s465(1)(f) and s465(1)(h) Companies Act 2016

Ratio Decidendi

Because the respondent was a 50:50 joint venture and the evidence showed litigation initiated by one shareholder bloc, refusal to approve payments, repeated procedural attacks and an entrenched board deadlock demonstrating an irretrievable breakdown of trust and confidence, the petition to wind up the company on just and equitable grounds under s465(1)(f) and s465(1)(h) CA 2016 succeeds.

Court Disposition

Petition allowed; winding up order made against the respondent company on just and equitable grounds.

Orders

  • Winding up order made against Iotacs (M) Sdn. Bhd. on just and equitable grounds
  • Consequential orders prayed for in the Petition were made