A company's winding up on just and equitable grounds requires proof of irretrievable breakdown attributable to shareholders, especially in a quasi-partnership context.

Enclosure 1

Brief facts

The 1st Respondent is a family owned company. Ganapathipillai Gangaser Ponnambalam (deceased) was the registered proprietor an oil palm estate. This property is known as "Ladang Acardia". The principal activities of the company consists mainly of the production and processing of coconut and oil palm/the lease to the Ladang Acardia will expire on 20.6.2012. When the deceased passed away on 9.2.1977, his share was distributed as follows:-

1) 1/3 share to Dr. (Mrs) Vijayalakshimi (daughter);

2) 1/3 share to Gaasinther Gangaser Ponnambalam (son); and

3) 1/3 share to Rose Alagamany (his widow).

When Rose passed away her share devolved to Vijaya and Gaasinther in equal share.

The directors of the Company are:-

1) Jeraman @ Jayarman a/l Naarinan

2) Vijay.

3) 2nd Respondent (Gaasinthers son)

4) 3rd Respondent (Gaasinthers daughter)

5) Yogaluckshmy Ponnamblam (Gaasinthers widow)

6) Dr Brahman Sivaprakasapillai alternate to Vijay (Vijays husband)

7) Dr. Nadeswary Kandiah.

It is alleged from around 1990 until 2000 Gaasinther and Yogluckshmy had taken control of the management of the 1st Respondent. The administration of the 1st Respondent had been left to Gaasinther. The Company was actually jointly managed by Gaasinther and Vijay. However Gaasinther made the decisions in the running of the 1st Respondent but the profits would be shared among the shareholders. On 5.1.2000 Gaasinther passed away and his wife Yogaluckshmy Ponnamblam was appointed the administrator of his estate. The 2nd Respondent is a director of the 1st Respondent. Yogaluckshmy is the alternate director to Tan Sri V. Jayaraman.

The Board operated mainly by circular resolutions but Board Meetings were held in 2005, 2006 and 2007. On 4.3.2008 the Company Secretary notified the parties via e-mail that the interim dividend would be paid out into the bank accounts. Vijay Brahman and the petitioners objected to the payments of the interim dividends.

On 22.6.2007 the Petitioners filed a winding up petition against the Respondents. On 18.8.2007 the 2nd Respondent filed his Affidavit in Opposition. The main reasons are there exist a dead lock situation and there is a total breakdown in the relationship between the Parties as to the running the affairs of the Companies.

The Petitioners submitted that Gajendrankumar ought to be cross examined to establish the allegations and determine the truth of the allegations. The Petitioners also urged the Court to cross examine Gajendrankumanr as he has done the following acts since the Petition was filed:-

1) calling for Board Meetings at short notice;

2) No notices issued to the 4th and 5th Respondents; and

3) Objecting to the appointment of Mr. Nedu Maran as on alternate director to Narayani Sivaprakasipillai.

The Petitioner further submitted that the following have arisen since the Petition was filed:-

1) Disruption of board representation as the 2nd Respondent caused the removal and substitution of the Petitoners representative on the board ie, Dato Sheikh Abdul Rahman with Datin Nadeswary; and

2) Denial that the directors are unable to agree to the contents of he minutes of the board meetings.

The 1st Respondent is a family run company. Ganapathipillai Ponnambalam, the Grandfather of the Petitioners and the 2nd and 3rd Respondents bought the company sometime in the 1970s and leased the Ladang Acardia land to the Company. The Company managed and run the Acardia land. The principal activities of the company are the cultivation of oil palm and coconuts.

Over the years the shareholding of the Company has varied with different family holding different shareholdings.

When the Grandfather passed away on 9.2.1977 his shares was divided equally between his children, Vijay and Gaasinther Gangaser Ponnanbalam (GGP) and his widow, Rose t