JUDGMENT

Nurulhuda Nur'Aini Mohamad Nor J:

(Enclosure 1)

[1] This is a judgment by this Court disallowing the Petitioner's winding up petition under s 465(1)(h) of the Companies Act 1965 on the ground that it is just and equitable for the Respondent company to be wound up, said to arise from a total breakdown of relationship between the Petitioner and the other 3 shareholders of the Respondent Company. The 3 shareholders are Eng Bee Yoke, ("Eng"), Goo Koh Chai ("Chai") who subsequently resigned on 31 March 2023 and Goo Yu Guang ("Guang"). The Petitioner was the founder cum director of the Respondent company and also a shareholder. Mr Chai was also the director of the Respondent company, at the time of incorporation.

[2] Prior to the setting up of the Respondent company, the Petitioner is a director and shareholder of Kongson Electric Supply Sdn Bhd ("Kongson"). Kongson as suggested by the Petitioner, specialized in and has relevant technique in the area of site works to support Busbar Works and 3D Solidworks. The Petitioner is also a stakeholder of IPE Switchboard Sdn Bhd ("IPE"). IPE is a company with experience in manufacturing switchboard and panel. The deponent to the Respondent's affidavit Mr Eng is a corporate member being a director and shareholder of IPE.

[3] Recognizing the advantage to have a collaboration between Kongson and IPE, Mr Eng recommended to Mr Chai as the major shareholder of IPE, for a joint venture. This was agreed by the 3 shareholders and the Petitioner which saw the setting up of the Respondent company, but subject to fulfillment of certain conditions and this was agreed by all. The breakdown in the relationship between the Petitioner and the 3 shareholders, as contended by the Petitioner arose due to multiple reasons including the conditions stipulated at the time of setting up the company which failed to be recorded in writing giving rise to variation of the conditions by the 3 shareholders of the Respondent.

Observations By This Court

[4] As observed by this Court from reading the affidavits in support by the Petitioner (see: Encl 2), affidavit in reply by Mr Eng (see: Encl 9) and affidavit by the Petitioner in response to Encl 9 (see: Encl 11), exchanged of accusations arose between them that these conditions were not satisfied by the other. Looking at their respective affidavits, what these conditions are, are with slight disparity between them but the general or basic idea mooted that were agreed to are extracted to be as follows:

"4.1 All parties agreed that the name of the Respondent company to be I-Power;

4.2 The Petitioner agreed to provide support and regular on-site training in the technique of Busbar Works and 3D Solidworks to the Respondent Company;

4.3 Upon incorporation, Respondent company will acquire Kongson's assets and liabilities including the loan repayment on behalf of Kongson;

4.4 For this purpose, the Respondent company shall obtain bank facilities to repay bank loan owed by Kongson provided the Petitioner produce all financial reports (inclusive Audited Report for year 2021);

4.5 Upon the full repayment of the liabilities owed by Kongson, the Respondent company shall voluntarily wind up Kongson."

[5] Some additional conditions or further elaborated terms of these conditions as deposed by the Respondent company in Encl 9 but disputed by the Petitioner are as follows:

"5.1 The Petitioner will provide the Audited Account for year 2021 to enable members to assess the financial status and to determine the said loan repayment of Kongson;

Note: The Petitioner did not dispute para 8(2)(b) of Respondent's AIR Encl 9 on the acquisition of Kongson's assets and liabilities which see the Respondent company obtaining bank facility to address the bank loan owned by Kongson. This is subject to the financial reports including the Audited Report year 2021 submitted by the Petitioner, hence this para 5.1 must have taken to be correct and accepted by the Petitioner as it is consistent with para 8(2)(b).