The Court has discretion to extend or abridge time provisions under Winding-Up Rules despite mandatory language.

[1] This was an appeal by the appellant against the decision of the Court of Appeal which reversed the decision of the High Court dismissing the respondent's winding-up petition against the appellant and the respondent's application for an extension of time in encl 17.

[2] Enclosure 17 arose from the winding-up petition where the respondent, pursuant to r 193 and r 194 of the Companies (Winding-Up) Rules 1972 ("Winding-Up Rules") applied for an extension of time to file and serve his affidavit in reply to the appellant's affidavits in opposition to the winding-up petition and to file and serve other affidavits.

[3] In this appeal, we will refer to the appellant as the company and the respondent as the petitioner.

[4] We heard the appeal on 9 July 2015 and dismissed the appeal with costs. We now give our reasons for doing so.

Background Facts

[5] Before we deal with the issue on appeal, we deem it appropriate to state in brief the facts which led to the present dispute. On 24 October 2012, the petitioner filed a winding-up Petition No: 28-77-10-2013 to wind up the company, together with an affidavit affirmed by the petitioner. Pursuant thereto, the company filed and served its affidavit in opposition.

[6] The winding-up petition was filed under s 218(1)(f) and (i) of the Companies Act 1965 , on the grounds that: (a) the directors had acted in the affairs of the company in their own interests rather that in the interests of the company as a whole, which appeared to be unfair or unjust to other members ("unfair conduct" ground); and (b) it is just and equitable that the company be wound up ("just and equitable" ground).

[7] The winding-up petition contained a detailed narration of the events leading to the dispute between the shareholders and the directors.

[8] The petitioner is a Director and one of the shareholders of the company. The petitioner holds 75,000 shares representing 30% of the share capital. One Goh Cheng Kee is the majority shareholder holding 150,000 shares representing 60% of the share capital. The remaining 10% of the share capital comprising 25,000 shares belongs to one Mohd Mokhtar Ismail.

[9] The company is principally engaged in property development.

[10] The petitioner, who claimed to have thirty years of experience in the construction and development industry, was persuaded by Goh Cheng Kee to join the company to develop a project known as the "Baldwin Business Park" with lntervax Corporation Sdn Bhd as the landowner, and the company as the developer. A joint venture contract was entered into by the company and lntervax Corporation Sdn Bhd on 14 April 2008 to develop the land in which the profit would be shared by the company and the latter on a 77% and 23% basis, respectively.

[11] Pursuant to the said joint venture contract, a supplemental agreement was entered into on 12 July 2010 wherein a joint venture company was incorporated with the name Kilo lntervax Sdn Bhd. The company would be holding 77% of the paid up share capital and lntervax Corporation Sdn Bhd 23% of the paid up share capital of the joint venture company. However, for the shareholders of the company, the profits from the joint venture would be distributed according to the shareholding of the shareholders in the company.

[12] The petitioner claimed that there was an agreement between him and Goh Cheng Kee whereby he would always be entitled to permanent representation on the Board of Directors of the company and all business decisions would be taken on equal basis between the two.

[13] The dispute between these two shareholders was said to have been sparked when Goh Cheng Kee wanted to appoint an independent sales team for the proje