Appendix 9 (tues 4-5)
Awang has sought your legal advice on behalf of AWR whether AWR can apply for an order to
wind up GetRich Bhd under section 465 (h) based on the following facts. Advise Awang
In 2012, GetRich Bhd was incorporated as a company manufacturing ecofriendly wearable
medical products. The shareholders of GetRich Sdn Bhd were Aina, Bob and AW Resources
Sdn Bhd ( AWR). Aina and Bob were the directors as well as shareholders of 49% shares and
AWR ( with 51% shareholding) has one director, Awang, representing AWR on the board. They
planned to get the shares listed on the stock exchange by January 2020. To maintain the
shareholding structure, all the shareholders agree that the shareholding percentage cannot be
changed without the consent of the shareholders and that the shares are not freely transferable.
Sometime in 2017, the relationship between the directors deteriorated. Aina and Bob accused
AWR of importing products in competition with GetRich's business. Awang, on behalf of AWR,
alleged that there have been some financial irregularities in the company's accounts. Awang has
asked for a special audit to be conducted but this request was ignored. From this moment, he
alleged that Aina and Bob made decisions without consulting him or considering AWR's
interest. He alleged that despite his efforts to call a general meeting, Aina and Bob refused to
attend, leading to a deadlock. Aina and Bob argued that their refusal to include Awang in the
management of the company was due to the competing business that they say AWR conducted.
In any event, there was no deadlock as they are the majority on the board and could make
decisions without Awang's presence.
By 2021, the listing of the company’s shares did not seem to be a reality. The company however
has been making profits since 2015. It suffered some loss in 2019 and 2020 recovering from
Covid-19 but its business was recovering and expanding. Awang saw this as one reason to wind
up the company as the company's initial purpose could not be achieved and that the company
has suffered loss.
Advise Awang.
, INTRODUCTION
● S.432(1) provides the modes of winding up, which can be made either by way of a
winding up order made by the Court OR by way of a voluntary winding up.
● In the present case, Awang had come for the legal advice to wound up the company under
section 465(1)(h). This section provides the winding up order by court under just and
equitable ground.
● Thus, we will be focusing on the winding up ordered by court under this ground.
● In order to prove whether AWR(one of the member of GetRich Bhd can apply for an
order to wind up GetRich Bhd under section 465(1)(h), the locus standi and the grounds
to be established in this case have to be observed.
LOCUS STANDI
Awang has sought your legal advice on behalf of AWR whether AWR can apply for an order
to wind up GetRich Bhd under section 465(1)(h) based on the following facts. Advise Awang.
ISSUE 1
Whether AWR has the locus standi to apply for an order to wind up GetRich Bhd under just and
equitable ground?
→ under locus standi, we have to observed two things which is membership and
quasipartnership/ closelyheld company.
1) MEMBERSHIP
● S.464(1)(c) provides that “A petition may be presented by a contributory….”
○ A contributory here means a present member of a company
○ So, a petition may be presented by a member of a company to have the company
wound up under s.465.
● APPLICATION
○ Referring to the facts of the case, we can prove that AWR is indeed a member of
GetRich because it owns a 51% share in the company. Thus, there is no issue with
the membership of AWR in this case.
Awang has sought your legal advice on behalf of AWR whether AWR can apply for an order to
wind up GetRich Bhd under section 465 (h) based on the following facts. Advise Awang
In 2012, GetRich Bhd was incorporated as a company manufacturing ecofriendly wearable
medical products. The shareholders of GetRich Sdn Bhd were Aina, Bob and AW Resources
Sdn Bhd ( AWR). Aina and Bob were the directors as well as shareholders of 49% shares and
AWR ( with 51% shareholding) has one director, Awang, representing AWR on the board. They
planned to get the shares listed on the stock exchange by January 2020. To maintain the
shareholding structure, all the shareholders agree that the shareholding percentage cannot be
changed without the consent of the shareholders and that the shares are not freely transferable.
Sometime in 2017, the relationship between the directors deteriorated. Aina and Bob accused
AWR of importing products in competition with GetRich's business. Awang, on behalf of AWR,
alleged that there have been some financial irregularities in the company's accounts. Awang has
asked for a special audit to be conducted but this request was ignored. From this moment, he
alleged that Aina and Bob made decisions without consulting him or considering AWR's
interest. He alleged that despite his efforts to call a general meeting, Aina and Bob refused to
attend, leading to a deadlock. Aina and Bob argued that their refusal to include Awang in the
management of the company was due to the competing business that they say AWR conducted.
In any event, there was no deadlock as they are the majority on the board and could make
decisions without Awang's presence.
By 2021, the listing of the company’s shares did not seem to be a reality. The company however
has been making profits since 2015. It suffered some loss in 2019 and 2020 recovering from
Covid-19 but its business was recovering and expanding. Awang saw this as one reason to wind
up the company as the company's initial purpose could not be achieved and that the company
has suffered loss.
Advise Awang.
, INTRODUCTION
● S.432(1) provides the modes of winding up, which can be made either by way of a
winding up order made by the Court OR by way of a voluntary winding up.
● In the present case, Awang had come for the legal advice to wound up the company under
section 465(1)(h). This section provides the winding up order by court under just and
equitable ground.
● Thus, we will be focusing on the winding up ordered by court under this ground.
● In order to prove whether AWR(one of the member of GetRich Bhd can apply for an
order to wind up GetRich Bhd under section 465(1)(h), the locus standi and the grounds
to be established in this case have to be observed.
LOCUS STANDI
Awang has sought your legal advice on behalf of AWR whether AWR can apply for an order
to wind up GetRich Bhd under section 465(1)(h) based on the following facts. Advise Awang.
ISSUE 1
Whether AWR has the locus standi to apply for an order to wind up GetRich Bhd under just and
equitable ground?
→ under locus standi, we have to observed two things which is membership and
quasipartnership/ closelyheld company.
1) MEMBERSHIP
● S.464(1)(c) provides that “A petition may be presented by a contributory….”
○ A contributory here means a present member of a company
○ So, a petition may be presented by a member of a company to have the company
wound up under s.465.
● APPLICATION
○ Referring to the facts of the case, we can prove that AWR is indeed a member of
GetRich because it owns a 51% share in the company. Thus, there is no issue with
the membership of AWR in this case.
