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HIGH COURT MALAYA KUALA LUMPUR
TELLUS RESOURCES SDN BHD – Appellant
Versus
IOTACS (M) SDN BHD (ENCLS 1 & 35) – Respondent
| Table of Content |
|---|
| 1. introduction of the petitioner and respondent. (Para 1 , 2 , 3 , 4) |
| 2. legal actions and claims affecting the respondent. (Para 5 , 6 , 7 , 8 , 9 , 10) |
| 3. court's analysis on deadlock and winding up principles. (Para 11 , 12 , 13 , 14 , 15) |
| 4. irretrievable breakdown of trust between shareholders. (Para 16) |
Introduction
[1] The Petitioner filed this Petition to wind-up the Respondent on just and equitable grounds pursuant to ss 465(1)(f) and 465(1)(h) of the Companies Act 2016 (" CA 2016").
[2] The Respondent was incorporated as a Joint Venture (JV) between the Petitioner and Loh Soo Wah and Ang Siew Cheng (Loh and Ang). The parties entered a shareholders Agreement dated 2 February 2018 to formalize the basic terms of the JV.
[3] The shareholding in the Respondent is as follows:
a) Ang Siew Cheng - 25,000 shares
b) Loh Soon Wah - 25,000 shares
c) Tellus Resources Sdn Bhd (the Petitioner) - 50,000 shares
[4] The Board of Directors of the Respondent company comprise 2 directors nominated by the Petitioner and 2 directors nominated by Loh and Ang.
Grounds To Wind-Up The Respondent
[5] The Petition avers that Loh and Ang are directors and shareholders
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