JUDGMENT

Ahmad Murad Abdul Aziz J:

Introduction

[1] Enclosure 1 is the Petition to wind-up the 1st Respondent ("the Company") based on the just and equitable principles provided by s 465(1)(b) of the Companies Act 2016 (" CA 2016").

[2] The Petitioner is a minority shareholder holding 38% shares, while Kong Siong Chen (R2) holds 62%. However, when the Company was first incorporated the shares were held 50-50 between the parties.

[3] The Company was set-up between the Petitioner and R2. When it was set-up the Petitioner's shares was held by his nominee one Madam Ong because the Petitioner was still employed in a different company.

[4] Although the Company was set-up like a partnership, nevertheless R2 held the majority shares.

[5] The grounds by the Petitioner to wind-up the Company are as follows:

(a) The whole substratum and objective of setting up the Company has vanished (loss of substratum).

(b) Loss of mutual trust and confidence between the 2 shareholders.

[6] On the issue of loss of substratum it is undisputed that the company's only business was the distribution of plastic additives produced by AVI Malaysia ("AVI") and throughout its existence the Company did not at any time attem