JUDGMENT

Mohd Arief Emran Arifin J:

A. Introduction

[1] Plot Design Sdn Bhd is a company set up by the Petitioner and Tan Su Cheng for the purpose of investment holding. The Petitioner and Tan Su Cheng each hold 100,000 shares in the company and are directors in the company.

[2] The company was used to purchase a bungalow in Bangsar having the title bearing number HS(D) 21420, PT No 34894, Mukim Kuala Lumpur, District and State of Kuala Lumpur with an address at No 158 Jalan Maarof, Taman Bandaraya, 59100 Kuala Lumpur.

[3] The said bungalow was purchased utilizing a loan from Public Bank Berhad. The affidavits filed by the parties show that the company had failed to pay the sums that are due to Public Bank. This caused the said Bank to institute foreclosure proceedings. However, fortunately the Petitioner managed to obtain a purchaser for the said property and was sold for the sum of RM8.3 million.

B. Dispute Between The Petitioner And Tan Su Cheng

[4] The affidavits filed before this Court show that there is an ongoing dispute between the Petitioner and Tan Su Cheng. The dispute relates to the affairs of this company and other companies within their repertoire.

[5] This breakdown in the relationship between them started since 2017. This allegedly caused a breakdown in the business of the company and led to the deadlock and stalemate in the management of the company's business. This can be seen in the failure of the company to appoint an external auditor to audit and file the required accounts by the Companies Commission of Malaysia. The audit has not been done since the financial year 2021.

[6] The two shareholders also could not agree on the appointment of solicitors to defend the civil suit and foreclosure proceedings instituted by Public Bank Bhd in the claim no WA-22NCC-49-01/2020 and WA-24FC- 350-03/2020. Parties had also disagreed with regard to the affairs of the company which eventually led to the application by Tan Su Cheng to appoint a Judicial Manager over the company in the suit number WA- 28JM-11-03/2020. This Judicial Management process had also failed as parties could not agree to the proposals made with regard to the affairs of the company and the price offered for the said bungalow. The Judicial Management process lapsed and did not bear any fruit.

[7] The said Tan Su Cheng had also caused PDI Design & Associates Sdn Bhd to claim that the shares in the Respondent belonged to it and that the sums received from the sale of the said bungalow should be paid to the said company. This can be seen in the civil suit No: WA-22NCC-9- 01/2022. This claim proceeded to trial and was eventually withdrawn after Tan Su Cheng was cross-examined by counsel for the Petitioner. He agreed that the suit would be withdrawn without liberty to file afresh and subject to costs of RM20,000.00.

[8] The above facts are not disputed by the Respondent.

C. Applicable Law

[9] The applicable in this area is trite. The phrase 'just and equitable' in s 465(1)(h) of the Companies Act 2016 confers wide jurisdiction upon the Court to wind up a company. See Ebrahimi v. Westbourne Galleries Ltd [1972] AC 36048, Re Tourmaline Ltd [2000] 4 HKC 34849, Eastool Industries Sdn Bhd v. Getfirms Electronics (M) Sdn Bhd (No 1); [2001] 2 MLJ 641; [2001] 6 CLJ 151 and Goodwealth Trading Pte. Ltd. Re; [1991] 2 MLJ 314; [1991] 4 CLJ 822.

[10] Whether or not the Court finds that it would be just and equitable to wind-up the company will depend on the facts of each case. Usually, this arises where it is shown that the relationship between the shareholders has fallen apart so that it would no longer be tenable to allow the company to exist. This usually arises if it can be shown that the dispute between the shareholders has been disruptive and is detrimental to company governance. The Court hearing the Petition should regard the full factual matrix of each case. See Re Sino Strategic International Ltd [2015] FCA 709.

D. Decision Of This Court

[11] I find that the company