The court ruled that a winding up petition under just and equitable grounds requires clear evidence of irretrievable breakdown of trust among directors and a failure in management, and delays in filing may indicate acquiescence.

[1] Enclosure 1 is the Petition filed by the Petitioner dated 27 January 2014 pursuant to s 218 (1)(i) of the Companies Act 1965 ( CA ). The Petitioner prays for the following:

"(i) that PINS OSC & Maintenance Services Sdn Bhd (Company No: 723800-A) be wound up under the provisions of the Companies Act, 1965;

(ii) that Chong Chuan Long (NRIC No: 710625-10-5475) [Approval No: 2681/01/14 (J/PH)] of CL Chong & Co, Chartered Accountants of 12-1A, Jalan Perdana 4/3, Pandan Perdana, 55300 Kuala Lumpur be appointed as the Liquidator of the Respondent Company;

(iii) that the remuneration of the Liquidator of the Respondent Company shall be on a time-cost basis or as provided under the Companies Act, 1965 and the Companies (Winding-Up) Rules, 1972 and be paid out of the assets of the Respondent Company;

(v) that the costs of this Petition be taxed by the proper officer of the Court and be paid out of the assets of the Respondent Company to your Petitioner; and

(vi) such other reliefs as deemed reasonable and appropriate by this Honorable Court.".

The Affidavits

(i) Affidavit verifying the Petition by Dr Haji Ahmad Kamal Bin Zakaria dated 20 February 2014 ("Petitioner Affidavit Number 1").

(ii) Affidavit in Reply affirmed by Zadey Che Wan on behalf of the opposing contributory, Perak Integrated Network Services Sdn Bhd ("PINS") dated 24 March 2014 ("Opposing Contributory Affidavit Number 1").

(iii) The Affidavit to oppose the Winding up affirmed by Muhammad Noor Aswadi Bin Arawi on behalf of the opposing creditor Sumber Bayu Enterprise dated 25 March 2014 ("Opposing Creditor Number 1 Affidavit").

(iv) The Affidavit to oppose the Winding up affirmed by Ong Boon Poh on behalf of the opposing creditor Sutera Impian Sdn Bhd dated 25 March 2014 ("Opposing Creditor Number 2 Affidavit").

(v) The Affidavit to oppose the Winding up affirmed by Ahmad Zulkifli Bin Hj Samsudin on behalf of the opposing creditor Productive Plus (M) Sdn Bhd dated 25 March 2014 ("Opposing Creditor Number 3 Affidavit").

(vi) The Affidavit to oppose the Winding up affirmed by Harisun Binti Kassim on behalf of the opposing creditor Inovatif Jentayu Sdn Bhd dated 26 March 2014 ("Opposing Creditor Number 4 Affidavit").

(vii) Affidavit in Reply to Opposing Contributory Affidavit Number 1 affirmed by Dr Haji Ahmad Kamal Bin Zakaria dated 27 March 2014 ("Petitioner Affidavit Number 2").

(viii) Affidavit in Reply to all four opposing creditors' Affidavit affirmed by Dr Haji Ahmad Kamal Bin Zakaria dated 28 March 2014 ("Petitioner Affidavit Number 3").

(ix) Affidavit in Reply affirmed by Zadey Che Wan's dated 3 April 2014 ("Opposing Contributory Affidavit Number 2").

(x) Affidavit in Reply to Opposing Contributory Affidavit Number 2 affirmed by Dr Haji Ahmad Kamal Bin Zakaria dated 17 April 2014 ("Petitioner Affidavit Number 4).

Background

[2] The nominal capital of the Respondent Company is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each. The amount of the capital paid up or credited as paid up is RM100,000.00. The objects for which the Respondent Company was established are as contained in the Memorandum of Association,

(i) to carry on business, and to act as merchants, general traders, commission agents, carriers, or in any other capacity, in Malaysia or elsewhere, and to import, export, buy, sell, barter, exchange, pledge, make advance upon, or otherwise deal in goods, produce, articles and merchandise;

(ii) to carry on the trade or business of builders and contractors for construction work of any kind and for the demolition of any structure; and

(iii) to