JUDGMENT

Ahmad Murad Abdul Aziz J:

Introduction

[1] The Petitioner filed this Petition to wind-up the 6th Respondent ("the Company") pursuant to s 465(1)(c) and (h) of the Companies Act 2016 (" CA 2016").

[2] The main grounds relied upon by the Petitioner to wind-up the Company are:

a) the Company has ceased all business operations for more than one year

b) It is just and equitable to wind-up the company because

(i) there is unpaid capital of RM497,000.00 wrongly credited as paid-up in the records of the Suruhanjaya Syarikat Malaysia ("SSM")

(ii) total loss of substratum of the Company due to closure of business since 28 February 2022, and

(iii) the parties cannot agree on a buy out of each other's shares in the Company.

Background Facts

[3] The Company was founded by Kamarul Anuar, the former husband of the Petitioner. As at 20 August 2019, the shareholding of the Company was as follows:

[4] (i) The Founder transferred 40,000 of his shares in the Company to the 1st and 2nd Respondents in consideration of the 1st and 2nd Respondents' contributions to the Company. On 5 April 2021, the Founder transferred his remaining 250,000 shares in the Company to the Petitioner. Subsequently, on 26 April