The High Court in Malaya retains jurisdiction for winding-up petitions when substantial facts arise within its geographic territory, despite the defendant's registered address being outside that territory.

[1] At the High Court, the respondent's application to strike out the above winding-up Petition made pursuant to s 23(1) of the Courts of Judicature Act 1964 (Act 91) and/or O 18 r 19(1)(a), (b), (c) and/or (d) of the Rules of 2012 and/or inherent jurisdiction of the Court, was allowed with no order as to costs. The appellant/Petitioner appealed. Upon hearing learned counsel for the respective parties, we allowed the appeal with costs of RM10,000.00 subject to payment of allocatur.

[2] The appeal turns on the narrow issue of the jurisdiction of the High Court of Malaya to hear the present winding-up Petition; it being contended by the respondent that the Petition fell outside the jurisdiction of the High Court of Malaya as conferred by s 23 of Act 91. These are some relevant background facts which will assist in appreciating the arguments.

[3] The respondent is a public company incorporated under the Companies Act 1965 since 16 January 1984. It was previously known as Dayapi Industries (Malaysia) Berhad and it was listed on the Main Board of Bursa Malaysia on 29 November 1984. It underwent a name change to its present name on 25 January 1990. The respondent is in the business of investment and property holding. Its registered office is at Suite 7-8, 12th Floor, Wisma Perindustrian, Jalan Istiadat, Likas, 80000, Kota Kinabalu, Sabah whilst its business address is at Suite 6-7 & Suite 6-8, Wisma UOA Damansara, No. 6 Jalan Changkat Semantan, Damansara Heights, 50490, Kuala Lumpur.

[4] On 15 August 2016, the appellant, a registered shareholder of the respondent filed a Petition in the High Court of Malaya to wind-up the respondent under s 218(1)(b), (f) and/or (i) of the Companies Act 1965 . In her Petition, the appellant relied on the following grounds in support of her application to wind-up the respondent.

[5] First, the appellant referred to the fact that the respondent had already been subjected to two earlier winding-up Petitions, one by Lee Swee Hock on 9 January 2008 before the High Court at Kuala Lumpur, the other by Krish Maniam & Company on 31 July 2013 before the High Court at Shah Alam. Both Petitions were resolved through separate consent orders.

[6] Second, the appellant referred to the existence of a boardroom tussle as early as 2007 between the respondent's single largest shareholder, Indian Corridor Sdn Bhd, Pembangunan Qualicare Sdn Bhd, yet another shareholder and the Board of Directors of the respondent. The earlier two parties sought to requisition an EGM of the respondent with a view to replacing the existing Board with a group of new directors. Between 27 December 2007 and 28 October 2008, the parties were embroiled in litigation that went all the way to the Federal Court but with various resignations of some of the directors, the litigation was also resolved.

[7] Third, that the respondent was further involved in what was described as "management agreement litigation" related to its property development project in Shanghai known as the "Royal Garden Townhouses and Condominiums Project". This litigation, too, culminated in a consent order before the High Court in Shah Alam but proceedings are underfoot against the respondent's CEO in respect of that consent order.

[8] Fourth, the various actions taken by Bursa against the respondent. Amongst them was a suspension of trading of its securities due to failure to submit its Annual Audited Accounts for the financial year ended 31 December 2008; enforcemen