Wind-up petitions under Companies Act may proceed without considering alternative remedies if just and equitable grounds exist.

[1] By a Petition dated 11 March 2014, the Petitioner prayed that the 1st Respondent company be wound up by the court under s 218 of the Companies Act ( CA ). The Petitioner did not plead or refer to any specific section or provision under s 218 of to wind up the 1st Respondent. The 2nd Respondent submitted that the petition only averred that there was a quasi-partnership and there was a dead lock and these are the only two grounds set out therein. The 2nd Respondent is opposing the application. However the Petitioner has set out several grounds to wind up the 1st Respondent, including in para 22xvi that it would be just and equitable to wind up the company. This is under s 218(1)(i) of .

[2] Prior to trial, there were attempts at mediation and settlement between the parties but failed. The parties have filed a bundle of pleadings, agreed facts and agreed issues for trial. The parties have also filed a joint bundle of documents for the trial. The parties have agreed to the authenticity of the documents, the contents subject to proof.

[3] Under s 217(1)(c) of CA , a company may be wound up under an order of the court on the petition of a contributory of the company. Subsection (2) states that notwithstanding anything in subsection (1) (a) a person referred to in para (1) (c) may not present a petition on any of the grounds specified in para 218(a), (b), (c), (e) or (i) unless

(i) the number of members of the company is reduced below two; or

(ii) the share in respect of which the contributor was a contributory or some of them were originally allotted to the contributor or have been held by him and registered in his name of at least six months during the eighteen months before the presentation of the petition.

[4] On evidence adduced, the 1st Respondent was incorporated on 4 April 1990 with its registered address at Lot 73 & 74, Phase IIA, Sandakan Light Industrial Estate, Mile 3, North Road, Sandakan. The Petitioner and the 2nd Respondent are the only two shareholders holding equal shares in the 1st Respondent which are fully paid up. The Petitioner and the 2nd Respondent together with their wife are the directors of the company.

[5] Since 1990 the Petitioner has been allotted the said shares which have been registered in his name. The 2nd Respondent did not raise any objection and did not submit that the Petitioner has failed to comply with the provisions of s 217 and s 218 of CA in filing this petition. Based on the evidence adduced, the Petitioner has satisfied the requirements of s 217 and s 218 of in filing this petition: see Ganda Holdings Bhd v. Pamaron Holdings Sdn Bhd , .

[6] It has been held that a fully paid-up shareholder who presents a petition to wind up the company must both allege in his petition and show by evidence that there are assets of the company of such an amount that in the event of a winding-up he would have a tangible share of surplus to receive: In re Rica Gold Washing Company [1879] 11 Ch D 36.

[7] In the petition the Petitioner stated that the 1st Respondent was incorporated to acquire a parcel of land bearing CL No 075310888 for the purpose of investment. After acquiring the land the 1st Respondent did not carry out any business and remained dormant. The Petitioner stated that in 2007 the 1st Respondent received an offer from a potential buyer but the 2nd Respondent rejected the offer. He said he made several offers to sell his shares in the company to the 2nd Respondent but these were rejected without any reasons given. His latest offer was via a letter dated 4 September 2013 where he proposed to sell his shares in the company to the 2nd Respondent for RM1,200,000.00 based on his estimation of the value of the land. The Petitioner referred to an offer dated 27 October 2014 to purchase the land at RM300,000.00 per acre. The Pe