Dato’ K Ganesan for the 1st Respondent and mentioning on behalf of the 2nd and 3rd Respondents [Messrs Ganesan & Irmohizam] LAIN-LAIN Tay Yi Kuan for the Petitioners [Messrs Roshan]

Dato’ K Ganesan for the 1st Respondent and mentioning on behalf of the 2nd and 3rd Respondents [Messrs Ganesan & Irmohizam] LAIN-LAIN Tay Yi Kuan for the Petitioners [Messrs Roshan]

On the balance of probabilities the Court found a quasi-partnership-like relationship and a loss of mutual trust and confidence caused by the 2nd Respondent's conduct (appointments, transfers, withdrawals, misuse of resources, lack of probity); these facts satisfied the just and equitable standard under s.465(1)(h) Companies Act 2016 and warranted winding up of Brand Speaks Sdn Bhd.

Citation
COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-1359-12/2019 (Mahkamah Tinggi)
Parties
Petitioner: Poh Bee Bee; 1st Respondent (company): Brand Speaks Sdn Bhd; 2nd Respondent: Tan Ying Ping; 3rd Respondent: Low Yee Wei
Court
WINDING-UP
Jurisdiction
Malaysia
Judgment Date
28 September 2021
Case Number
COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-1359-12/2019 (Mahkamah Tinggi)
Procedural Posture
Companies (winding Up) Petition / Judgment (high Court, Kuala Lumpur)
Outcome
Petition granted on just and equitable grounds; company to be wound up
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Breach of Fiduciary Duty, Director Remuneration, Share Transfer, Appointment of Directors, Conflict of Interest, Loss of Substratum
Source Language
Malay/English
Company Law Insolvency/winding Up Corporate Governance Shareholder Dispute Just and Equitable Winding Up Quasi Partnership Breach of Fiduciary Duty Director Remuneration +4 more

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Parties

Poh Bee Bee

Petitioner

Brand Speaks Sdn Bhd

1st Respondent (company)

Tan Ying Ping

2nd Respondent

Low Yee Wei

3rd Respondent

Procedural Posture

Companies (winding Up) Petition / Judgment (high Court, Kuala Lumpur)

Legal Issues

  1. 1 Whether the company should be wound up on just and equitable grounds under s.465(1)(h) Companies Act 2016
  2. 2 Whether a quasi-partnership or mutual trust/confidence existed between parties
  3. 3 Whether the 2nd Respondent acted in bad faith and breached probity/fiduciary duties

Ratio Decidendi

On the balance of probabilities the Court found a quasi-partnership-like relationship and a loss of mutual trust and confidence caused by the 2nd Respondent's conduct (appointments, transfers, withdrawals, misuse of resources, lack of probity); these facts satisfied the just and equitable standard under s.465(1)(h) Companies Act 2016 and warranted winding up of Brand Speaks Sdn Bhd.

Court Disposition

Petition granted on just and equitable grounds; company to be wound up

Orders

  • Winding up order made for Brand Speaks Sdn Bhd on just and equitable grounds (s.465(1)(h) Companies Act 2016)
  • Order granted in terms of paragraph 56(a),(c) and (e) of Enclosure 1