Malaysia Case Law: Decisions & Judgments

Topic

Failure of substratum

Legal area

Court

28 Oct 2025

PEMPETISYEN 1. ) TEOH SZE WEI 2. ) WONG SUT YI 1. ) QA ADVISORY SDN BHD 2. ) CHUA KEE SEONG 3. ) TAN WENG KHAI

Citation

WA-28NCC-1236-12/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-1236-12/2024 (Mahkamah Tinggi)

Because the core factual dispute—whether QA carried on procurement services requiring an APS licence—was credibly denied by respondents and not tested by cross-examination, the court confined itself to undisputed facts which did not establish failure of substratum or mismanagement; accordingly the petitioners failed to prove just and equitable grounds for winding up and the petition was dismissed.
4 Apr 2023

PEMPETISYEN JUMABHOY IQBAL 1. ) TRANS-ORIENT (M) SDN BHD 2. ) MUSTAFA ALI R. JUMABHOY 3. ) ANWAR ALI BIN MUSTAFA JUMABHOY 4. ) FAEZALI BIN MUSTAFA R. JUMABHOY 5. ) SALEEM ALI BIN MUSTAFA JUMABHOY 6. ) LUBNA BINTI NAZER MOORAJ

Citation

PA-28NCC-65-07/2022 (Mahkamah Tinggi)
Court

High Court
Case number

PA-28NCC-65-07/2022 (Mahkamah Tinggi)

Petitioner failed to prove directors acted in their own interests or that companies were quasi-partnerships or that the substratum failed; documentary and conduct evidence showed long term acquiescence by the deceased shareholder, notices were validly served under the articles, and there was no irretrievable breakdown affecting company management — therefore petitions under sections 465(1)(f) and (h) are dismissed.
17 Dec 2021

Tang Kian Khuang for the Respondent [Messrs Bhadarul Baharain & Partners] LAIN-LAIN Lau Kee Sern and Cynthia Liaw Tze Feng for the Petitioner [Messrs Kee Sern, Siu & Huey]

Citation

COMPANIES WINDING UP NO. WA-28NCC-249-04/2021 (Mahkamah Tinggi)
Court

High Court
Case number

COMPANIES WINDING UP NO. WA-28NCC-249-04/2021 (Mahkamah Tinggi)

The petition was dismissed because the petitioner failed to prove the company had lost its substratum or that its objects were no longer achievable; evidence established the respondent had diverse investments and ongoing business activity, there was no consensus for an MVL, the petition appeared to be an abuse of process and the petitioner did not come with clean hands; accordingly it was not just and equitable to wind up the company.

Malaysia Case Law

PEMPETISYEN 1. ) TEOH SZE WEI 2. ) WONG SUT YI 1. ) QA ADVISORY SDN BHD 2. ) CHUA KEE SEONG 3. ) TAN WENG KHAI

PEMPETISYEN JUMABHOY IQBAL 1. ) TRANS-ORIENT (M) SDN BHD 2. ) MUSTAFA ALI R. JUMABHOY 3. ) ANWAR ALI BIN MUSTAFA JUMABHOY 4. ) FAEZALI BIN MUSTAFA R. JUMABHOY 5. ) SALEEM ALI BIN MUSTAFA JUMABHOY 6. ) LUBNA BINTI NAZER MOORAJ

Tang Kian Khuang for the Respondent [Messrs Bhadarul Baharain & Partners] LAIN-LAIN Lau Kee Sern and Cynthia Liaw Tze Feng for the Petitioner [Messrs Kee Sern, Siu & Huey]