WA-28NCC-611-09/2021 (Mahkamah Tinggi)

WA-28NCC-611-09/2021 (Mahkamah Tinggi)

The court found on the evidence that the company ceased its sole business (hotel operations) from January 2019 and had suspended business for more than a year, the substratum of the joint-venture had therefore collapsed and there was an irretrievable breakdown of mutual trust and confidence; accordingly it was just and equitable to wind up the company under ss.465(1)(c) and (h). The nominated liquidator was lawfully appointed (Ministerial approval and no statutory disqualification established) and appointment would not automatically nullify the pending civil suit which the liquidator can continue or the court control under s.486.

Citation
WA-28NCC-611-09/2021 (Mahkamah Tinggi)
Parties
Petitioner: Keen Solution Sdn Bhd; 1st Respondent: Le Apple Boutique Hotel (KLCC) Sdn Bhd; 2nd Respondent: Le Apple Boutique Hotel Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
24 May 2022
Case Number
WA-28NCC-611-09/2021 (Mahkamah Tinggi)
Procedural Posture
Companies (winding Up) / Judgment on Winding Up Petition (petition Allowed)
Outcome
Winding-up petition allowed; company ordered to be wound up; Bala Krishnan appointed as liquidator; costs awarded
Legal Topics
Winding Up, Just and Equitable Ground, Suspension of Business, Collapse of Substratum, Appointment of Liquidator, Piercing Corporate Veil, Fiduciary Duties, Summary Judgment, Conflict of Interest
Source Language
Malay/English
Company Law Insolvency Law Contract Law Property/tenancy Law Civil Procedure Winding Up Just and Equitable Ground Suspension of Business +6 more

Case Brief

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Parties

Keen Solution Sdn Bhd

Petitioner

Le Apple Boutique Hotel (KLCC) Sdn Bhd

1st Respondent

Le Apple Boutique Hotel Sdn Bhd

2nd Respondent

Procedural Posture

Companies (winding Up) / Judgment on Winding Up Petition (petition Allowed)

Legal Issues

  1. 1 Whether the company had suspended its business for a whole year such that s.465(1)(c) applies
  2. 2 Whether it is just and equitable to wind up the company under s.465(1)(h) (collapse of substratum, breakdown of mutual trust)
  3. 3 Whether the winding-up petition was filed for an improper collateral purpose to scuttle ongoing litigation

Ratio Decidendi

The court found on the evidence that the company ceased its sole business (hotel operations) from January 2019 and had suspended business for more than a year, the substratum of the joint-venture had therefore collapsed and there was an irretrievable breakdown of mutual trust and confidence; accordingly it was just and equitable to wind up the company under ss.465(1)(c) and (h). The nominated liquidator was lawfully appointed (Ministerial approval and no statutory disqualification established) and appointment would not automatically nullify the pending civil suit which the liquidator can continue or the court control under s.486.

Court Disposition

Winding-up petition allowed; company ordered to be wound up; Bala Krishnan appointed as liquidator; costs awarded

Orders

  • Order that Le Apple Boutique Hotel (KLCC) Sdn Bhd be wound up pursuant to ss.465(1)(c) and (h) Companies Act 2016
  • Order appointing Bala Krishnan as liquidator of the 1st Respondent