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

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

The court found on the facts that the company had ceased operating its sole business since January 2019 and had therefore suspended business for well over a year; there was an irretrievable breakdown of mutual trust and confidence between joint-venturers and evidence of mismanagement by the majority controller. Those facts satisfied both s.465(1)(c) and the just and equitable ground under s.465(1)(h), warranting winding-up. The court dismissed allegations of collusion, lifting the veil and objections to the nominated liquidator based on historical misconduct, and held the nominated liquidator may be appointed subject to statutory supervision.

Citation
WA-28NCC-611-09/2021 (Mahkamah Tinggi)
Parties
Petitioner: Keen Solution Sdn Bhd; 1st Respondent (company): Le Apple Boutique Hotel (KLCC) Sdn Bhd; 2nd Respondent (majority Shareholder): Le Apple Boutique Hotel Sdn Bhd; Supporting Creditor: PGCG Assets Holdings Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
24 May 2022
Case Number
WA-28NCC-611-09/2021 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition / Judgment (grounds of Judgment)
Outcome
Petition allowed; Company ordered to be wound up; Bala Krishnan appointed as liquidator
Legal Topics
Winding Up, Just and Equitable Winding Up, Suspension of Business, Piercing the Corporate Veil, Appointment of Liquidator, Fiduciary Duties, Tenancy/lease Dispute, Summary Judgment
Source Language
Malay/English
Company Law Insolvency Law Contract Law Equity and Fiduciary Duties Commercial Litigation Winding Up Just and Equitable Winding Up Suspension of Business +5 more

Case Brief

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Parties

Keen Solution Sdn Bhd

Petitioner

Le Apple Boutique Hotel (KLCC) Sdn Bhd

1st Respondent (company)

Le Apple Boutique Hotel Sdn Bhd

2nd Respondent (majority Shareholder)

PGCG Assets Holdings Sdn Bhd

Supporting Creditor

Procedural Posture

Winding Up Petition / Judgment (grounds of Judgment)

Legal Issues

  1. 1 Whether the company had suspended business for a whole year under s.465(1)(c)
  2. 2 Whether it is just and equitable to wind up the company under s.465(1)(h)
  3. 3 Whether there was a joint-venture or the petitioner was nominee of the landlord

Ratio Decidendi

The court found on the facts that the company had ceased operating its sole business since January 2019 and had therefore suspended business for well over a year; there was an irretrievable breakdown of mutual trust and confidence between joint-venturers and evidence of mismanagement by the majority controller. Those facts satisfied both s.465(1)(c) and the just and equitable ground under s.465(1)(h), warranting winding-up. The court dismissed allegations of collusion, lifting the veil and objections to the nominated liquidator based on historical misconduct, and held the nominated liquidator may be appointed subject to statutory supervision.

Court Disposition

Petition allowed; Company ordered to be wound up; Bala Krishnan appointed as liquidator

Orders

  • Order that Le Apple Boutique Hotel (KLCC) Sdn Bhd be wound up by the Court
  • Order that Bala Krishnan be appointed as liquidator of the company