HIGH COURT (KUALA LUMPUR)
NADZARIN WOK NORDIN JC
COMPANIES (WINDING UP) NO WA-28NCC-1315-12 OF 2019
8 January 2021
JUDGMENT
[1] By way of a winding-up petition dated 12.12.2019 (Petition), the Petitioner, one WTWT Sdn Bhd (Petitioner) had sought to wind up the 1st Respondent company, Lysaght (Malaysia) Sdn Bhd (R1) pursuant to sections 465(1)(f) and 465 (1)(h) of the Companies Act 2016 respectively.
[2] The main grounds relied on by the Petitioner are inter alia as follows:-
- a)using R1 as an instrument of fraud to take over control of Lysaght Galvanized Steel Bhd (LGS), a public company listed on the Bursa Malaysia without complying with the requisite laws and regulations governing takeover
- b)Chew Brothers (M) Sdn Bhd, the 2nd respondent herein (R2) and its nominee directors acting in their own selfish interest to obtain control in breach of the original substratum and constitution through removal of entrenched rights of shareholders
- c)breakdown of mutual trust and confidence as evidenced by the ongoing litigation and failure to achieve quorum for the meetings
- d)permanent deadlock in the management of R1 whereby no business can be transacted due to quorum failure
- e)denial of income through refusal to pay dividends despite RM110,000,000 cash pool
- f)winding-up would be fairest and most equitable way forward
- g)winding-up would cause little disruption and indeed would resolve all disputes