JUDGMENT

[Winding-Up Petition (Enclosure 1)]

Azlan Sulaiman JC:

Overview

[1] The 2nd Respondent is a contributory of the 1st Respondent ("the Company") in that it holds 55% of the fully paid-up shares in the Company. Both Respondents have appealed against my decision on 24 May 2022 to, inter alia, allow the Petition filed by the Petitioner to wind-up the Company and to appoint one Bala Krishnan a/l Ponniah ("Bala Krishnan") as the liquidator. This Judgment sets out the reasons for my decision.

Salient Background Facts

[2] Sometime in 2013, the Petitioner and the 2nd Respondent, a hotel operator, entered into a joint-venture to run and operate a hotel business, through the Company as the joint-venture vehicle. The Company was an existing company incorporated in October 2011, At the time, the Company's name was "Esquire Bayview Sdn Bhd", and the Petitioner and the 2nd Respondent fancified its name to "Le Apple Boutique Hotel (KLCC) Sdn Bhd" on 30 December 2013.

[3] Though the Petitioner neither adduced nor alleged any formal joint- venture agreement between it and the 2nd Respondent and the 2nd Respondent denied the existence of any joint-venture with the Petitioner, the documents do indica