A family company may be wound up on just and equitable grounds when mutual trust among shareholders irretrievably breaks down, even in the absence of a deadlock.

Ahmad Murad Abdul Aziz J:

Introduction

[1] In this Petition, the Petitioner seeks to wind-up Loh Realty Sdn Bhd ("the Respondent"‌) which is a family company. This Petition is filed pursuant to s 465(1)(h) of the Companies Act 2016 (" CA 2016").

[2] The basis to wind-up the Respondent is the alleged breakdown in relations between the Petitioner and the other shareholders of the Respondent.

[3] The Petitioner is a registered shareholder of 1,983,333 (49.5%) shares in the Respondent.

[4] As at the date of this Petition, the authorized share capital of the Respondent is RM5,000,000.00 divided into 5,000,000 shares of 1.00 each. The amount of capital paid-up or credited as paid-up is RM4,000,000.00

[5] As at the date of this Petition, the registered shareholders of the Respondent are as set out below:

[6] The shareholders of the Respondent are presently divided into two factions. The factions consist of:

6.1 Khong Kok Yau, Khong Kok Yun, Ong Cheng Lian, Ong Ghee Sai, Ong Giok Pin, Ong Giok Yan and Ong Soo Keok (deceased) holding 50.5% of shares in Log Realty ('the majority shareholders') and

6.2 The Petitioner, holding 49.5% of shares in the Respondent.

Background Of The Respondent

[7] The Respondent was founded in 1983 by the late Loh Ah Moy ("LAM"‌). LAM is the matriarch of the family and the Respondent was founded to carry on the business of a property investment company for the benefit of the children and descendants of LAM ("LAM Family"‌).

[8] The Petitioner and LAM were the first subscribers and original shareholders of the Respondent. The Petitioner and LAM were also the First Directors of the Respondent. LAM was also appointed as the Permanent Director of the Respondent and thus cannot be removed as a Director of the Respondent.

[9] Subsequent to the First Directors, on various dates, 3 others (son and grandchildren of LAM) were appointed as Directors of the Respondent, namely:

[10] The above 3 persons together with LAM and the Petitioner were Directors of the Respondent until the demise of LAM. After the demise of LAM, the persons set out in the table below were appointed as Directors at various dates.

[11] Following LAM's demise in 2001, the Petitioner took over the management of the Respondent. However, the Petitioner was not reآ¬elected as a Director at the Annual General Meeting of the Respondent in 2015 due to the acrimonious relationship between the majority shareholders and the Petitioner.

The Beginning Of The Acrimonious Relationship Between The Factions

[12] Following the passing of LAM on 25 March 2001, the Petitioner avers that there has been an irreconcilable breakdown in relations between the Petitioner and members of the LAM Family, including the majority shareholders. This breakdown of mutual trust and confidence is evidenced by the numerous cases filed by both factions against the other.

[13] In 2006, the grandchildren of LAM together with Ong Soo Keok, filed an oppression suit under s 181 of the Companies Act 1965 vide Petition No D8-26-35-2006 (Oppression Petition) against the Petitioner, one Khong Kok Yew, and the Respondent company.

[14] The primary remedy sought for in the Oppression Petition was that the Petitioners' (the then minority shareholders) shares in the Respondent be purchased by such other persons or members of the Respondent with an alternative remedy that the Respondent be wound up under s 218(1)(i) of the Companies Act 1965 .

[15] In the Oppression Petition, the current majority shareholders were then minority shareholders (40%). The current Petitioner Ong Soo Kwee, together with Khong Kok Yew ("Khong"‌) and Ong Chee Sim were then the majority shareholders.

[16] The learned Judge of the High Court did not make an order that the then Petitioners' shares in the Respondent be purchased by the Current Petitioner, Khong Kok Yew and Ong Ghee Sim and neither did the learned Judge give the alternative remedy of winding-up of the Respondent.

16.1 In a judgment dated 30 June 2011 in respect of the Oppress