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

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

The company had effectively suspended its only business (the hotel) from January 2019 and there was a collapse of the joint-venture substratum and an irretrievable breakdown of trust and confidence caused by the majority shareholder's conduct; consequently it was just and equitable to wind up the company under s.465(1)(c) and s.465(1)(h); the Court appointed the nominated approved liquidator and awarded costs.

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; 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
Companies (winding Up) / Judgment on Winding Up Petition (grounds of Judgment)
Outcome
Winding-up order granted against Le Apple Boutique Hotel (KLCC) Sdn Bhd; nominated liquidator appointed; costs awarded
Legal Topics
Winding Up, Just and Equitable Winding Up, Suspension of Business, Appointment of Liquidator, Piercing the Corporate Veil, Fiduciary Duties in Joint Ventures, Summary Judgment, Restitution
Source Language
Malay/English
Company Law Insolvency Law Contract/tenancy Law Civil Procedure Winding Up Just and Equitable Winding Up Suspension of Business Appointment of Liquidator +4 more

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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

PGCG Assets Holdings Sdn Bhd

Supporting Creditor

Procedural Posture

Companies (winding Up) / Judgment on Winding Up Petition (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 a joint-venture substratum had collapsed

Ratio Decidendi

The company had effectively suspended its only business (the hotel) from January 2019 and there was a collapse of the joint-venture substratum and an irretrievable breakdown of trust and confidence caused by the majority shareholder's conduct; consequently it was just and equitable to wind up the company under s.465(1)(c) and s.465(1)(h); the Court appointed the nominated approved liquidator and awarded costs.

Court Disposition

Winding-up order granted against Le Apple Boutique Hotel (KLCC) Sdn Bhd; nominated liquidator appointed; costs awarded

Orders

  • Order that Le Apple Boutique Hotel (KLCC) Sdn Bhd (1st Respondent) be wound up by the Court
  • Order that Bala Krishnan be appointed as liquidator of the 1st Respondent