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1 IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN THE FEDERAL TERRITORY OF KUALA LUMPUR, MALAYSIA COMPANIES (WINDING-UP) PETITION NO: WA-28NCC-116-02/2022 In the matter of MAJU-TH SDN BHD (Company No.: 258561-U) And In the matter of Section 465(1)(h) of the Companies Act 2016 And In the matter of the Companies (Winding-Up) Rules 1972 BETWEEN LEMBAGA TABUNG HAJI ...PETITIONER AND MAJU-TH SDN. BHD. (Company No.: 258561-U) ...RESPONDENT 2 GROUNDS OF JUDGMENT INTRODUCTION 1. There are two matters for determination before this Court. 2. Enclosure 82, the Respondent’s application for a Stay of the Winding-Up Proceedings pending the disposal of its appeal to the Court of Appeal against the dismissal of its Judicial Management application. 3. Enclosure 1, the Petitioner's Winding-Up Petition dated 15 February 2022 filed pursuant to section 465(1)(h) of the Companies Act 2016 (CA 2016). 4. Having heard the written and oral submissions of learned counsel for both parties and having carefully considered all the affidavit evidence, cause papers, and the authorities cited, I dismissed the Respondent’s stay application in Enclosure 82 and allowed the Winding-Up Petition in Enclosure 1. 5. These are the grounds for my decision. BACKGROUND FACTS 6. The Respondent, Maju-TH Sdn Bhd, is a joint venture company. It was formerly known as ASM Development (Selangor) Sdn Bhd and was incorporated on 25 February 1993. The majority 3 shareholder, holding 51% of the shares, is ASM Development Sdn Bhd (ASMD), which is linked to Maju Holdings Sdn Bhd. 7. The Petitioner, Lembaga Tabung Haji (LTH), is Malaysia’s Hajj Pilgrims Fund Board, a statutory body that holds funds in trust for Malaysian Muslim pilgrims. 8. On 9 October 1995, LTH and ASMD entered into a Share Sale Agreement (SSA) and a Joint Venture Agreement (JVA). 9. Pursuant to the SSA, LTH purchased 49% of the Respondent’s shares, amounting to 30,380,000 shares at RM1.50 per share, for a total consideration of RM45,570,000.00. This sum was paid in three instalments between October and November 1995. 10. The heart of this JVA was the development of a piece of land, bearing title HSD 72978, PT 3896, Mukim Petaling, Kuala Lumpur (the Land), which ASMD transferred to the Respondent company. The company’s name was subsequently changed to Maju-TH Sdn Bhd on 5 March 1998. 11. The Winding-Up Petition was filed on 15 February 2022. After hearing the parties’ submissions, Justice Ahmad Murad fixed the Petition for decision on 1 April 2024. However, before this Court could deliver its decision, the Respondent filed an application for Judicial Management on 25 March 2024, under suit WA-28JM-8-03/2024. 4 12. Accordingly, the winding-up proceedings were stayed until the learned High Court Judge dismissed the Judicial Management application on 18 December 2025. The Respondent then appealed to the Court of Appeal on 9 January 2026 (Civil Appeal No. W-01(A)-54-01/2026). Shortly before this Court resumed the hearing of this Petition on 19 February 2026, the Respondent filed its stay application in Enclosure 82 on 12 February 2026. FINDINGS OF THE COURT The Stay Application 13. The law on applications for a stay is well settled. A party seeking a stay of proceedings must demonstrate "special circumstances" that warrant the Court exercising its discretion to grant one. The burden rests squarely on the applicant, the Respondent in this case. 14. The Federal Court in Kosma Palm Oil Mill Sdn Bhd & Ors v Koperasi Serbausaha Makmur Bhd [2004] 1 MLJ 257, held: “[18] … It is therefore clear beyond doubt that there are many factors that may constitute special circumstances and the fact that an appeal would be rendered nugatory if stay was refused is the most common one. It is an example of special circumstances. In other 5 words, special circumstances is the genus of which nugatoriness is a species. If it has been shown that an appeal would be rendered nugatory if stay was refused what it means is that a special circumstance has been established. Thus, they cannot be treated as separate heads and one cannot be an alternative to the other. Neither can one be accepted or rejected in favour of the other as they are inter-related.” 15. Whilst in Syarikat Berpakat v Lim Kai Kok [1983] 1 MLJ 406, Hashim Yeop Sani J (as his lordship then was) articulated the principle that the Court has absolute and unfettered discretion to grant or refuse a stay, but, as a rule, will do so only if there are special circumstances, which must be deposed to in the supporting affidavit. 16. However, an application for a stay is not granted as a matter of routine, and the Court must consider the competing rights of both parties (see: Jagdis Singh a/l Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 4 MLJ 213). A stay application must be made promptly and supported by proof of special circumstances such that, if the stay is not granted, serious or irreparable injury would result (see: Ajaib Singh v Jeffery Fernandez [1971] 1 MLJ 139). 6 17. The Respondent’s case for a stay rested on a single ground: that it had filed an appeal against the dismissal of its Judicial Management application, and that if the Winding-Up Petition were allowed before that appeal was heard, the appeal would be rendered nugatory and academic. The Respondent argued that a Judicial Management Order, if granted by the Court of Appeal, would allow it to restructure its affairs and continue as a going concern, which would fundamentally affect the propriety of continuing the winding-up proceedings. 18. The Respondent relied on Ling Peek Hoe & Anor v Golden Star & Ors [2020] MLJU 1233 and the High Court decision in Tan Tiang Jok & Ors [2022] MLJU 2697 to support the proposition that, where a future event may affect how a claim is decided, the Court may stay proceedings until after that event. The Respondent also cited Renew Capital Sdn Bhd & Ors v ADM Ventures (M) Sdn Bhd [2022] 6 MLJ 58 to urge the Court to strike a "judicious and equitable balance" between the parties’ competing interests. 19. The Petitioner resisted the application on several grounds. First, the Petitioner contended that the mere filing of an appeal, and the risk that it would be rendered nugatory, does not, by itself, constitute “special circumstances”. In Hariram Jayaram & Ors v Sentul Raya Sdn Bhd (No. 2) [2003] 7 CLJ 273, the Court was clear that “an appeal does not, in itself, amount to special circumstances. The mere filing of an appeal to the Court of Appeal cannot provide a reason for allowing the stay”. 7 20. Second, the Petitioner argued that the outcomes of both the Judicial Management proceedings and the Winding-Up Petition are effectively the same; both lead to an orderly disposal of the Respondent’s assets, the only difference being whether a Judicial Manager or a Liquidator takes charge. The appeal, therefore, cannot be rendered nugatory in any meaningful sense. 21. Third, the Petitioner argued that the stay application was not filed promptly. It was filed on 12 February 2026, just one week before the hearing on 19 February 2026. The Petitioner characterised this as the same modus operandi as the Judicial Management application, which was filed on 25 March 2024, days before the scheduled delivery of judgment on 1 April 2024. 22. Finally, the Petitioner argued that it would suffer real and serious prejudice if the stay were granted. The Petition has been on foot since February 2022, over four years. LTH, as the Hajj Pilgrims Fund Board, holds public trust money and cannot remain indefinitely tied to a joint venture company that has not advanced its objectives for nearly 30 years. 23. I agree with the Petitioner. I find that the Respondent has failed to establish any special circumstances that would warrant the grant of a stay. 8 24. First, the Respondent’s sole ground is the pendency of an appeal in a separate and collateral matter, the Judicial Management proceedings. The Judicial Management application and the Winding-Up Petition are independent proceedings. The mere fact that an appeal has been filed in one proceeding does not, without more, justify a stay in another. As held in Hariram Jayaram (supra), the mere filing of an appeal is not a special circumstance. Therefore, this ground, standing alone, is insufficient to justify a stay. 25. Second, I am troubled by the timing of this application. It was filed on 12 February 2026, seven days before the hearing. This pattern of filing applications on the eve of hearing dates to forestall proceedings is the same approach taken with the Judicial Management application in 2024. It represents, in my view, seems to be a tactical manoeuvre to delay rather than a genuine invocation of the Court’s discretion. 26. Third, the Petitioner will suffer real prejudice. LTH invested RM45.57 million, held in trust for Malaysian Muslim pilgrims, in this joint venture in 1995. It has received no return on that investment for nearly 30 years. Every further day of delay leaves those funds locked up in a company that has produced nothing. The balance of prejudice firmly favours the Petitioner. 27. For these reasons, the Respondent’s application for a stay in Enclosure 82 is dismissed. 9 The Winding-Up Petition 28. The Petitioner’s Petition was founded under section 465(1)(h) of the CA 2016, which provides: (1) The Court may order the winding up if — ... (h) the Court is of the opinion that it is just and equitable that the company be wound up..." 29. The "just and equitable" provision has been authoritatively explained by the Privy Council in Tay Boon Chok v Tahansan Sdn Bhd [1987] 1 CLJ 441, which stated: “The Courts of Malaysia are agreed that the principles enunciated in In Re Westbourne Galleries [1973] AC 360 apply to a petition under s. 228 for a winding up on just and equitable grounds. In that case Lord Wilberforce, at p. 379, pointed out that the words “just and equitable”: ... are a recognition of the fact that a limited company is more than a mere legal entity, with a personality in law of its own: that there is room in company law for recognition of the fact that 10 behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure. That structure is defined by the Companies Act and by the articles of association by which shareholders agree to be bound. In most companies and in most contexts, this definition is sufficient and exhaustive, equally so whether the company is large or small. The ‘just and equitable’ provision does not, ... entitle one party to disregard to the obligation he assumes by entering a company, nor the Court to dispense him from it. It does, as equity always does, enable the Court to subject the exercise of legal rights to equitable considerations; considerations, that is, of a personal character arising between one individual and another, which may make it unjust, or inequitable, to insist on legal rights, or to exercise them in a particular way.” 30. The Court of Appeal in Gulf Business Construction (M) Sdn Bhd v Israq Holding Sdn Bhd [2010] 8 CLJ 775 set out a non- exhaustive list of circumstances in which a winding-up on just 11 and equitable grounds may be ordered, including: where the substratum of the company has gone; where there is a breakdown in trust and confidence between shareholders; and where there is no reasonable hope of the company achieving its purpose. The list is not exhaustive. 31. That said, the Court must exercise its discretion carefully. As emphasised in the Federal Court case of Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors [2021] 3 MLJ 914, the Court should be slow to import a right to wind up a company into the just and equitable ground. In Eng Man Hin @ Ng Mun Heng & Anor v King's Confectionery Sdn Bhd & Ors [2006] 4 MLJ 421, it was held that a winding-up order is like a "death sentence" for a company and a remedy of last resort. The Court will not make such an order if an adequate alternative remedy is available. 32. A petitioner who relies on the just and equitable clause must also come to Court with clean hands. As stated in Kumagai Gumi Co Ltd v Zenecon-Kumagai Sdn Bhd & Ors [1994] 2 MLJ 789, adopting Lord Cross in Ebrahimi v Westbourne Galleries: "A petitioner who relies on the 'just and equitable' clause must come to court with clean hands, and if the breakdown in confidence between him and the other parties to the dispute appears to have been due to his misconduct, he cannot insist on the company being wound up if they wish it to continue." 12 33. The Petitioner advanced two grounds in support of this Petition: (a) The substratum of the Respondent company is lost. (b) There has been a breakdown of mutual trust and confidence between the shareholders caused by the Respondent's misconduct. 34. I shall address each in turn. First Ground: Loss of Substratum 35. A company’s substratum is its main object, the principal purpose for which it was formed. As stated in Re Goodwealth Trading Pte Ltd [1991] 2 MLJ 314: BBF- “…A company's substratum is the main object which it was formed to achieve. If its main object was to carry on a certain business, and it is no longer able to carry on that business, its substratum is gone, and any member may petition for a winding-up order on the just and equitable ground. … “…where the company’s substratum has disappeared, and there is opposition by one 13 of the two shareholder groups to continuing in business with the other, it is clearly 'just and equitable' that the company be wound up, so that the cash assets can be distributed and each of the two groups can go his own way. For a court to refuse to order a winding- up and in effect force the warring parties to continue in partnership, when, as in the present case, it is clear that the parties can no longer work together would merely be to endorse an exercise in futility." [emphasis added] 36. This definition was adopted and applied by the Malaysian courts in Tan Khai Ling & Anor v Travelers Tours Malaysia Sdn Bhd & Ors [2017] MLJU 599; and Poh Bee Bee v Brand Speaks Sdn Bhd & Ors [2021] 1 LNS 2048, and was reinforced in Kaniammah Suppiah & Anor v Lechemanan Plantations Sdn Bhd & Ors [2022] 1 LNS 119, where the Court held that “…When the Company no longer indulges in the niche of business that it was meant to be, then it is said that the substratum of the company is lost.” 14 37. In this case, the central question is: what was the primary purpose for which the Respondent company was formed and for which the Petitioner invested RM45.57 million in 1995? 38. Looking at the reality of this JVA and the equity, substance, not form, is paramount. The answer is plain. The parties came together for one central purpose: to develop and construct a commercial building on the said Land. That was why LTH invested nearly RM46 million of Hajj pilgrims’ money in this company. The JVA was built around the development of the Land. The Land was given to the company by ASMD upon the Petitioner’s investment. Everything points to development as the primary and driving purpose. 39. The Respondent argued that the company’s Memorandum of Association contains 56 objects and that the substratum, therefore, cannot be said to have failed. With respect, this argument elevates legal form over commercial reality. The Memorandum of Association may list 56 objects in broad terms, but that does not alter the fact that the JVA was entered into for a specific purpose. As explained in Liew Jui Hua & Ors v Johor Property (M) Sdn Bhd [1996] MLJU 454, the substratum has been held to be gone “when the main object for which the company was formed has become impracticable.” 40. Now, what is the reality on the ground? The Land was incorporated into the company in 1995. In the nearly 30 years since then, not a single development project has come to 15 fruition. Four separate proposals were considered, and all of them failed: 41. First Proposal (1997): A proposal to develop a 24-storey office and shopping complex. A Development Order was obtained from DBKL in 1997. However, the proposal failed because the parcel of land did not meet retailers’ requirements. 42. Second Proposal (2002): A short-term project to use the land as a car park. While the Respondent argued that the Petitioner knew, the evidence shows the Petitioner understood this to be a temporary measure, not a permanent commercial operation. 43. Third Proposal (2013): A proposal for the development of education. A plan to develop the Land for educational use was explored, with GEMS Ex-Menasa Limited from Dubai as a potential investor. This also failed, as GEMS decided not to proceed due to issues with ingress and egress to the Land. 44. Fourth Proposal (2019): A proposal for mixed commercial development. A mixed commercial development comprising apartments, retail shops, and a supermarket was proposed. However, at the Board meeting on 20 June 2019, it was recorded that there was no final layout, and the Chairman announced that the development would not be pursued further. 45. The Land today serves as a car park, which was intended to be a short-term project, and as a storage site for heavy 16 construction machinery. This is plainly not what the Petitioner bargained for in 1995. When one considers that the Land has remained undeveloped for nearly 30 years, and that the Respondent is now self-confessedly insolvent (as stated in its Judicial Management Application), with no secured financing to carry out any development, the conclusion is inescapable: the main object of this company can no longer be achieved. The substratum is gone. 46. This conclusion is reinforced by the findings of the learned Judicial Commissioner in the Judicial Management proceedings (WA-28JM-8-03/2024), who found that at least four proposals had failed, that the land has been idle for over 28 years, and that the evidence of revival of the Project after lying idle for over 28 years was thin. 47. The Respondent also argued that the Petitioner’s nominee directors were responsible for the delays, having on several occasions requested that proposed projects be shelved for feasibility studies. This is acknowledged. Board decisions were made jointly. But the critical point is not who caused each delay at any particular moment, but rather the overall outcome: the company has failed to achieve its main purpose for nearly 30 years. That is the commercial reality. As the Singapore High Court held in Re Goodwealth Trading Pte Ltd (supra), where the company’s substratum has disappeared and the two shareholder groups are opposed to continuing together, it is clearly just and equitable that the company be wound up, so 17 that the cash assets can be distributed and each of the two groups can go his own way. Forcing the parties to continue in this state would merely be to endorse an exercise in futility. 48. I am therefore satisfied that the Respondent company's substratum has been lost. Second Ground: Breakdown of Mutual Trust and Confidence 49. The Petitioner also relied on what it says is a breakdown of mutual trust and confidence caused by the Respondent’s misconduct. It is not necessary for the loss of confidence to be mutual. As stated in Poh Bee Bee v Brand Speaks Sdn Bhd & Ors (supra), “it is sufficient if loss of confidence and trust can objectively be gleaned and inferred from the facts before the court albeit even unilaterally.” What matters is that the loss of confidence is justified and not self-induced. 50. The Petitioner cited three specific acts of misconduct by the Respondent. First: The Land was used as a car park without the Petitioner’s knowledge and consent. 51. The Respondent argued that the Petitioner was fully aware of the car park operations from as early as 2002, pointing to Board meeting minutes in which the Board collectively agreed to the car park arrangement. I accept that the Board, as a whole, 18 agreed to the car park as a temporary measure. However, what is in dispute is the Petitioner’s knowledge of and consent to the car park being operated as a long-term commercial operation, with revenue collected by the Respondent. Second: Car park revenue was concealed from the Audited Financial Statements. 52. This is the more serious matter. The evidence showed that from 2014 onwards, revenue from the car park operations was never recorded in the Respondent's audited accounts. This continued until the Petitioner’s nominee directors raised the issue at the Board meeting on 20 June 2019. By the Respondent’s own admission at that meeting, the income had not been reported. Even after that admission, when the draft Audited Financial Statements for 2020 were presented to the Petitioner for approval in June 2021, the car park revenue had again been omitted. It was only after the Petitioner’s directors raised the issue once more that the revenue was added back, at which point the accounts showed an increased loss, raising further questions about the integrity of those financial statements. 53. The Respondent argued that the Petitioner had never insisted on the revenue being reported and had, in fact, approved earlier financial statements without objection. I note this point. However, the question is not merely whether the Petitioner raised the issue early enough. It is whether the Respondent, as the party managing the company, discharged its obligations of 19 transparency and good faith towards its fellow shareholder. Deliberately omitting income from financial statements, regardless of the amount, is a failure of probity in the conduct of the company’s affairs. As stated by the Privy Council in Loch v John Blackwood Ltd [1924] AC 783, adopted in Poh Bee Bee v Brand Speaks Sdn Bhd & Ors (supra): "wherever the lack of confidence is rested on a lack of probity in the conduct of the company’s affairs, then the former is justified by the latter, and it is under the statute just and equitable that the company be wound up." Third: The Land was used for storing heavy construction vehicles and for workers’ accommodation without the Petitioner’s approval. 54. During a site visit in August 2018, the Petitioner discovered that the Land was being used not only as a car park but also as a storage yard for heavy construction vehicles and as residential quarters for construction workers. This use was not sanctioned by the Board and falls entirely outside the objects of the company. 55. The Respondent argued that this was a minor, practical matter that eliminated the need for security guards and prevented the Land from being used as a rubbish dump. I accept that the motive may have been practical, but the issue is not the motive; 20 it is that the Respondent took this step without the Petitioner’s knowledge or approval, and that it is yet another instance of the Land being used in ways never agreed between the shareholders as part of a long-term project. 56. Considering the totality of the evidence on this second ground, I am satisfied that the Petitioner’s loss of confidence in the Respondent is well-founded and justified. The concealment of financial revenue, admitted by the Respondent, is not a trivial matter. It goes to the heart of the trust that must exist between joint venture partners. As held in Chan Kong Hong v Pan Rewards Sdn Bhd & Anor [2022] 1 LNS 645 and Padiberas Nasional Bhd v Formula Timur Sdn Bhd [2009] 8 CLJ 508, it is sufficient to show that the breakdown is attributable to the conduct of the other party. I find that it is. 57. It was also argued in Yenidje Tobacco Co Ltd [1916] 2 Ch 426, which was cited with approval in Poh Bee Bee v Brand Speaks Sdn Bhd & Ors (supra), that "All that is necessary is to satisfy the court that it is impossible for the partners to place that confidence in each other which each has a right to expect, and that such impossibility has not been caused by the person seeking to take advantage of it." 21 58. I am satisfied on the evidence that this test is met. The Respondent’s Other Defences 59. The Respondent raised several other arguments, which I will address briefly. 60. Arbitration clause - The Respondent argued that Article 26 of the JVA provides that disputes are to be resolved by arbitration, and that the Petition is therefore premature and should be dismissed in favour of arbitration. 61. I reject the Respondent’s argument on this point. Winding-up proceedings are sui generis and fall into a class of their own, primarily governed by the specific provisions of the law enacted to regulate such proceedings (see: NFC Labuan Shipleasing I Ltd v Semua Chemical Shipping Sdn Bhd [2017] MLJU 900). Furthermore, a winding-up petition on just and equitable grounds is not a contractual claim for breach of the JVA. This Petition is brought under section 465(1)(h) of the CA 2016, a statutory remedy entirely distinct from a contractual dispute arising out of or in connection with the JVA. Accordingly, the averments in a just and equitable petition must be fully investigated by the Court, as held by the Court of Appeal in Tan Kim Hor & Ors v Tan Heng Chew & Ors [2009] 4 MLJ 358. The subject matter of this Petition, namely the loss of substratum and the breakdown of mutual trust and confidence between the shareholders, is an equitable matter that falls 22 squarely within this Court’s jurisdiction under section 465(1)(h) of the CA 2016. It does not fall within the ambit of Article 26 of the JVA, which is directed at contractual disputes arising from the performance of that Agreement. Accordingly, the Court’s jurisdiction under section 465(1)(h) cannot be ousted by a contractual arbitration clause in the JVA. 62. Moreover, if the Respondent had genuinely intended to rely on the arbitration clause in the JVA, it ought to have filed an application under section 10 of the Arbitration Act 2005 to stay these proceedings and refer the matter to arbitration for this Court’s consideration. It did not do so. Instead, the Respondent chose to participate actively in these proceedings by filing its Affidavit in Opposition. In the circumstances, it is not open to the Respondent to now turn around and rely on the arbitration clause as a ground to resist this Petition. 63. Requirement for shareholder vote - The Respondent argued that Article 9.3.12 of the JVA requires a majority shareholder vote before a winding-up petition can be presented, and that the Petitioner did not obtain such a vote from ASMD, the 51% shareholder. The Petitioner contended that this clause applies only to voluntary winding-up, not to winding-up by Court order. 64. I agree with the Petitioner’s contention. The right to present a winding-up petition is a statutory right under the CA 2016 and is not subject to a contractual provision requiring another shareholder’s consent. To hold otherwise would mean that a 23 minority shareholder could never petition to wind up a company on just and equitable grounds if the majority shareholder objected, thereby rendering the remedy largely useless for minority shareholders, who are its primary beneficiaries. 65. Collateral purpose - The Respondent argued that the Petition was not brought in good faith but for a collateral purpose, namely to pressure ASMD/the Respondent into returning the Petitioner’s investment as if it were a loan. Reliance was placed on Celcom (Malaysia) Bhd v Inmiss Communication Sdn Bhd [2003] 3 MLJ 178, Apirami San Bhd v Tamil Nesan (M) Sdn Bhd & Ors [1986] CLJ (Rep) 279, and Blue Valley Plantation Bhd v Periasamy Kuppannan & Ors [2011] 5 MLJ 521. 66. I do not accept this argument. The Petitioner has legitimate grievances, including nearly 30 years of no development, concealment of financial information, and unauthorised uses of the Land. These are not manufactured complaints. The Petitioner, as the trustee of Hajj pilgrims’ funds, has a genuine interest in having this situation resolved. I find no evidence of a collateral purpose or bad faith in the Petitioner’s presentation of this Petition. 67. Winding-up as a last resort and the ERBE proposal - The Respondent argued that winding-up is a drastic remedy of last resort and that the Court should instead await the outcome of its Judicial Management appeal. It also pointed to an alleged 24 agreement with a potential investor, ERBE World Group Sdn Bhd, to develop the Land as a mixed commercial development. 68. I fully accept that a winding-up order is a serious step and should not be made lightly. The Court must always consider whether there is an adequate alternative remedy. However, the “alternative” here rests on uncertain foundations. The ERBE proposal was already before the learned Judicial Commissioner, who dismissed the Judicial Management application and found that the Respondent had failed to satisfy the Court that the sale was more probable than not or that it would achieve a better return than liquidation. The proposal was conditional on the dismissal of this very Petition. In my view, it is speculative at best. 69. The Ng Eng Hiam v Ng Kee Wei & Ors [1965] 1 MLJ 238 case relied on by the Respondent is distinguishable. In that case, the Privy Council declined to wind up the company because there remained "a reasonable hope of reconciliation and co- operation." Here, after nearly 30 years and multiple failed proposals, and given the Respondent’s insolvency and the concealment of financial information, there is no such hope. The parallel with the present facts is instead found in Re Goodwealth Trading Pte Ltd, where the Court wound up the company and refused to force the warring parties to continue in partnership, an exercise in futility. 25 70. I also note that in Lim Shen Lee v HSL Auto Engineering Sdn Bhd & Ors [2019] MLJU 2175, the Court declined to wind up a company that was “still operating without any deadlock in management and active in trade.” Here, the Respondent is not actively trading in any meaningful commercial sense. Its only operation is a car park, a use always intended to be temporary, and it is insolvent. 71. Furthermore, as decided in the case of Varusay Mohamed Shaik Abdul Rahman v SVK Patchee Bros (M) Sdn Bhd