Sincere Image Sdn Bhd v Ibai Ria Sdn Bhd (TA-28NCC-17-03/2019)

(f) and/or (h) of the Companies Act 2016; And In the matter of the Companies (Winding-Up) Rules 1972 DATO’ CHANG JONG YU [NRIC No.: 530802-11-5087]

DATO’ SERI YONG TU SANG [NRIC No.: 461125-10-5827]

KUALA IBAI DEVELOPMENT SDN BHD [Company No.: 282366-H] … RESPONDENTS WINDING-UP PETITION NO. TA-28NCC-18-03/2019 In the matter of Section 465(1)(e) and (h) and Section 466(1)(a) of the Companies Act 2016; And In the matter of Ibai Golf & Country Club Bhd (Company No.: 227542-A); And In the matter of the Companies (Winding-Up) Rules 1972 LAMAN KEJORA SDN BHD [Company No.: 830614-W] IBAI GOLF & COUNTRY CLUB BHD [Company No.: 227542-A] … RESPONDENT WINDING-UP PETITION NO. TA-28NCC-17-03/2019 In the matter of Section 465(1)(e) and (h) and Section 466(1)(a) of the Companies Act 2016 And In the matter of Ibai Ria Sdn Bhd (Company No.: 203452-T) And In the matter of the Companies (Winding-Up) Rules 1972 SINCERE IMAGE SDN BHD [Company No.: 830614-W] IBAI RIA SDN BHD [Company No.: 203452-A] … RESPONDENT (HEARD TOGETHER) GROUNDS OF JUDGMENT

These three winding‑up petitions were heard together on 14 April 2026 because they arise from a single, deeply contentious factual matrix: the complete breakdown of the relationship between the two major shareholders of Kuala Ibai Development Sdn Bhd (“KID”), namely Dato’ Chang Jong Yu (“Dato’ Chang”) and Dato’ Seri Yong Tu Sang (“Dato’ Seri Yong”). The petitions involve KID itself and two of its wholly‑owned subsidiaries, Ibai Golf & Country Club Bhd, and Ibai Ria Sdn Bhd. In each case, the respondent company applied for a stay of winding‑up proceedings, primarily relying on the pendency of an appeal against a final judgment of the Kuala Lumpur High Court in Suit No. WA‑22NCVC‑166‑03/2019 (“Suit 166”), and on the ongoing implementation of a Buy‑Out Order made in Originating Summons No. WA‑24NCC‑44‑01/2022 (“OS 44”).

For the reasons that follow, this Court delivered its decision on 5 May 2026, holding that none of the Respondents had established any special circumstances warranting a stay of proceedings. The Court further found that each Petition was made out both on the just and equitable ground and on the ground of inability to pay its debts pursuant to Section 465(1)(e) and (h) of the Companies Act

Accordingly, all stay applications are therefore dismissed, and all three winding-up petitions are allowed.

The common factual foundation for all three petitions is long and acrimonious. KID was incorporated on 23 November 1993. Following a settlement agreement in 2010, Dato’ Chang and Dato’ Seri Yong became equal shareholders in KID, each holding 492,500 shares (50% each). On 4 February 2009, Dato’ Chang and Dato’ Seri Yong entered into a Shareholders Agreement (“SHA”) which recorded their commitment to cooperate and act in good faith with each other. Critically, clauses 1.1 and 1.2 of the SHA required unanimous approval or consent for the exercise of voting rights at any shareholders’ or board meeting, and provided that in the absence of such unanimity, the parties were deemed to be against any resolution.

The financial performance of KID and its four wholly‑owned subsidiaries (the “KID Group”) deteriorated significantly over the years. Dato’ Chang alleged that he had advanced substantial sums totalling RM13,221,584.30 as at 1 September 2018 to keep the KID Group afloat, while Dato’ Seri Yong refused to inject any working capital despite being the majority shareholder. Dato’ Chang further alleged that Dato’ Seri Yong failed to respond to communications, refused to cooperate, and unilaterally convened board meetings to pass resolutions that Dato’ Chang could not attend.

On 20 September 2018, Dato’ Chang presented a winding‑up petition against KID (Petition No. TA‑28NCC‑53‑09/2018) on several grounds: that KID was unable to pay its debts exceeding RM35 million, that there was a total loss of mutual trust and confidence resulting in a management deadlock, that Dato’ Seri Yong had breached the SHA, and that it was just and equitable for KID to be wound up. On 4 March 2019, two further winding‑up petitions were presented by companies associated with Dato’ Chang – Laman Kejora Sdn Bhd against Ibai Golf & Country Club Bhd (Petition No. TA‑28NCC‑18‑03/2019) claiming a debt of RM244,586.00 and Sincere Image Sdn Bhd against Ibai Ria Sdn Bhd (Petition No. TA‑28NCC‑17‑03/2019) claiming a debt of RM34,328.00. Statutory notices under Section 466 of the Companies Act 2016 were duly served on 28 August 2018, and the respondent companies failed to pay or secure the sums within the prescribed 21 days. The respondents attempt to obtain a Fortuna Injunction failed. (See: Ibai Golf & Country Club Bhd v Laman Kejora Sdn Bhd [2019] 12 MLJ 446 (HC) per Nantha Balan J (as His Lordship then was)).

On 21 March 2019, the respondents and seven others filed Kuala Lumpur High Court Suit No. WA‑22NCVC‑166‑03/2019 (“Suit 166”) against Dato’ Chang and his associated companies (including the petitioners in the subsidiary petitions). In Suit 166, the respondents challenged the validity of the very same advances, alleging conspiracy, breach of fiduciary duties, and lack of board approval. This court had previously refused the respondents’ application to stay the winding‑up proceedings pending the disposal of Suit 166. (See Abdul Wahab Mohamed J’s decisions in Laman Kejora Sdn Bhd v Ibai Golf & Country Club Bhd [2019] MLJU 2119 (HC), Sincere Image Sdn Bhd v Ibai Ria Sdn Bhd [2019] MLJU 2140 (HC), & Sincere Image Sdn Bhd v Ibai Leisure Sdn Bhd [2019] MLJU 2139 (HC)).

Nevertheless, those decisions were overturned on appeal as the substantial overlap of issues was recognised. Suit 166 proceeded to a full trial over 23 days. On 25 November 2025, the Kuala Lumpur High Court delivered a comprehensive judgment dismissing the respondents’ claim in its entirety and allowing Dato’ Chang’s counterclaim. The Kuala Lumpur High Court found that Dato’ Seri Yong had breached the SHA, declared certain resolutions null and void, and ordered Dato’ Seri Yong to pay damages and costs. (See: Dato’ Seri Yong Tu Sang & Ors v Dato’ Chang Jong Yu & Ors [2026] MLJU 697 (HC) per Suzana Mohamad Said JC (as Her Ladyship then was)).

Meanwhile, in a separate minority oppression proceeding (OS 44), the High Court issued a Buy‑Out Order on 29 November 2022 directing Dato’ Seri Yong and others to purchase Dato’ Chang’s shares in KID and to repay all advances made by Dato’ Chang and his associated companies (including the petitioners in the subsidiary petitions), subject to audit. (See: Dato’ Chang Jong Yu v Dato’ Seri Yong Tu Sang & Ors [2023] MLJU 2039 (HC) per Adlin Abdul Majid JC (as Her Ladyship then was)).

A Consent Order dated 7 January 2025 was obtained wherein Dr. Jim Lai of Grant Thornton Consulting Sdn Bhd was appointed as an independent valuer. On 16 February 2026, Dr. Jim Lai produced a verification report confirming that KID and its subsidiaries (including the two respondent companies) owed Dato’ Chang and his associated companies a total of RM13,223,901.70, which expressly includes the RM34,328.00 and RM244,586.00 claimed by the petitioners in the subsidiary petitions. The respondents have not paid these sums.

On 4 December 2025, the respondents filed an appeal against the Suit 166 judgment to the Court of Appeal (Appeal No. W‑02(NCvC)(W)‑2530‑12/2025, “Appeal 2530”). No stay of execution has been granted by the court below or by the Court of Appeal.

The following issues arise for determination in these proceedings.

Learned counsel for the respondents, Mr Gideon Tan argued with force that the winding‑up petitions are inextricably intertwined with the subject matter of Appeal 2530 and OS 44. It was submitted that the validity of the alleged debts is the central issue in the pending appeal, and to allow the winding‑up to proceed would create a real risk of conflicting judgments between this court and the Court of Appeal, thereby undermining the administration of justice. Counsel contended that the alleged debts are not standalone, crystallised sums but are integral parts of the larger RM13.2 million settlement mechanism under the Buy‑Out Order in OS 44. It was argued that the court‑ordered audit and verification process is incomplete, and reliance was placed on the independent valuer’s report which noted the absence of primary documents for certain balances, to argue that the debts remain bona fide disputed on substantial grounds.

In support of their position, learned counsel for the respondents relied on several authorities. Counsel cited Jagdis Singh a/l Banta Singh v Outlet Rank (M) Sdn Bhd [2013] 3 CLJ 47 (CA) for the proposition that where there is substantial duplication of issues between a civil suit and a winding‑up petition, the petition constitutes an abuse of process and should be stayed. Counsel also referred to Hermehinder Singh Lachman Singh v Dhatt Bros Plantations Sdn Bhd [2009] 1 LNS 1649 (HC) for the principle that overlapping issues create a real risk of conflicting findings by two courts of coordinate jurisdiction, which must be avoided. On the verification issue, counsel relied heavily on Visage Continental Sdn Bhd v Smooth Track Sdn Bhd [2007] 6 CLJ 570 (CA) for the proposition that where parties have agreed to have accounts verified before the final figure is ascertained, the claims remain vague and the winding‑up petition is incompetent to proceed. Counsel further relied on Masenang Sdn Bhd v Sabanilam Enterprise Sdn Bhd [2022] 1 LNS 1357 (HC), where the court stayed winding‑up proceedings pending the outcome of a separate originating summons challenging the underlying debt.

Learned counsel for the respondents also placed significant reliance on the decision of Mohd Nazlan JC (as His Lordship then was) in Ho Num Chon & Anor v Tech-Lab Manufacturing Sdn Bhd [2017] 9 MLJ 45 (HC). Counsel argued that Ho Num Chon stands for the proposition that the filing of two separate proceedings under sections corresponding to sections 346 and 465 of the Companies Act 2016 at about the same time, based on substantially the same facts, and seeking similar relief which includes the winding up of the company, is prima facie a multiplicity of proceedings and an abuse of process. Counsel submitted that in the present case, the petitioners had filed the winding-up petition (20 September 2018) and subsequently OS 44 (24 January 2022), both arising from the same factual matrix concerning the breakdown of the relationship between Dato' Chang and Dato' Seri Yong. Counsel argued that although OS 44 did not expressly seek a winding-up order, the practical effect of the relief sought in OS 44 (a buy-out order) was to achieve a "clean break" similar to a winding-up. Counsel contended that this court should follow Ho Num Chon and either strike out or stay the winding-up petition on the ground of multiplicity of proceedings and abuse of process. Counsel referred specifically to paragraph 40 of Ho Num Chon where His Lordship stated: "..I think it is incumbent upon this court to state that it should by now be considered as settled law that the filing of two separate proceedings under each of ss. 181 and 218 at about the same time and on the basis of substantially the same facts, and for similar relief which include the winding up of the company, ought to be deprecated and not countenanced - for they promote multiplicity of proceedings and an abuse of the court process."

Learned counsel for the respondents also argued that a winding‑up order would disrupt the implementation of the OS 44 Order and render compliance impracticable, as control of KID and its subsidiaries would vest in the liquidator. Counsel relied on Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors [2021] 3 MLJ 914 (FC) for the proposition that the just and equitable jurisdiction must be exercised carefully, and more moderate remedies such as a buy‑out order should be preferred. Counsel also cited Sandeep Singh Grewal v Tan Eng Joo & Ors [2025] MLJU 1916 (HC) per Atan Mustaffa Yussof Ahmad J, where the court preferred a buy‑out order over a winding‑up order as the more appropriate remedy to provide a "clean break" while preserving the company as a going concern. Finally, learned counsel for the respondents emphasised that this court had previously stayed the petitions pending the disposal of Suit 166, and that the rationale for that stay remains intact so long as Appeal 2530 is pending. Counsel submitted that the balance of convenience favours a stay, as any prejudice to the petitioners from a temporary delay is compensable by costs, whereas the respondents would suffer grave and irreversible prejudice if a winding‑up order were made before the appellate process has run its course. The petitioners' submissions in opposition to the stay and in support of the petitions

Learned counsel for the petitioners, Mr Lau Kee Sern took a fundamentally different stance, arguing that the time for delays and tactical interlocutory applications has long passed. Counsel submitted that the very purpose of the earlier stay i.e. the disposal of Suit 166, has been fulfilled. Suit 166 has been tried and adjudicated, and the respondents lost. The pendency of an appeal does not operate as a stay of execution under Section 73 of the Courts of Judicature Act 1964, nor does it negate the binding effect of the High Court’s findings. Counsel argued that the debts are no longer bona fide disputed. They have been affirmed by multiple pieces of irrefutable documentary evidence, including the respondents’ own audited financial statements, letters of audit confirmation from the respondents’ auditor (Mohamed Asri & Co.), and two independent verification reports by BDO and Grant Thornton. It was submitted that the respondents’ reliance on minor deficiencies in the Grant Thornton report is a mere smokescreen to avoid paying debts that their own directors and auditors have consistently acknowledged.

On the law of stays in winding‑up proceedings, counsel for the petitioners relied on the Court of Appeal’s decision in Maril‑Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd [2001] 4 MLJ 187 (CA), which established the principle that winding‑up proceedings are meant to be summary and expeditious, and that the court’s discretion to stay such proceedings must be exercised sparingly and only in exceptional circumstances. Counsel also cited NFC Labuan Shipleasing I Ltd v Semua Chemical Shipping Sdn Bhd [2017] MLJU 900 (HC) to the same effect. On the effect of a pending appeal, counsel relied on Pontian United Theatre Sdn Bhd v Southern Finance Bhd [2006] 2 MLJ 602 (CA) and Bank Utama (M) Bhd v GKM Amal Bhd [2000] 5 MLJ 657 (HC) for the proposition that a judgment debt remains due and enforceable pending appeal unless a stay of execution has been granted. Counsel argued that the cases relied upon by the respondents i.e. Rekhraj J’s decisions in Public Bank Bhd v Muhibbah Meridian Sdn Bhd [2001] 1 MLJ 31 (HC) and Solid Kitchen Sdn Bhd v Regal Development Sdn Bhd [1998] 6 MLJ 437 (HC) have been expressly overruled or impliedly disapproved by these later authorities.

With specific regard to Ho Num Chon, learned counsel for the petitioners made detailed submissions distinguishing the present case. Counsel argued that Ho Num Chon is factually distinguishable and does not apply for the following reasons:

(a) In Ho Num Chon, the winding-up petition and the oppression petition were filed at about the same time (approximately 9 days apart). In the present case, the winding-up petition was filed on 20 September 2018, whereas OS 44 was filed on 24 January 2022 -- a gap of more than three years.

(b) In Ho Num Chon, both petitions sought the same relief. Namely, the winding up of the company. In the present case, OS 44 does not seek a winding-up order at all. The relief sought in OS 44 is a buy-out order and repayment of advances.

(c) In Ho Num Chon, both petitions were based on substantially the same set of facts. In the present case, OS 44 was filed based on fresh events that occurred after the filing of the winding-up petition, including:

(i) the petitioner's removal as a director on 19 February 2019;

(d) In Ho Num Chon, the respondent company was solvent and able to pay its just debts. In the present case, KID is gravely insolvent with debts exceeding RM35 million. Two of its subsidiaries i.e. Ibaimas Sdn Bhd and Ibai Leisure Sdn Bhd, have already been wound up on 5 April 2021 and 11 November 2024 respectively.

(e) In Ho Num Chon, the court found that the winding-up petition had been filed as a "tactical manoeuvre" to achieve a buy-out of shares. In the present case, the winding-up petition was filed based on genuine grounds of inability to pay debts and just and equitable grounds, and was filed before OS 44.

Counsel for the petitioners also drew the court's attention to the subsequent decision of the same learned judge in Taman Rimba (Mentakab) Sdn Bhd v Warrior Rubber Products (M) Sdn Bhd & Anor [2018] 2 AMR 848 (HC), where Mohd Nazlan J (as His Lordship then was) clarified that a stay will be granted only if there is a risk of conflicting findings by two different courts, and that not every case of concurrent proceedings constitutes an abuse of process. Counsel submitted that in the present case, there is no risk of conflicting findings because:

(a) the respondents have withdrawn their appeal against the OS 44 order and are bound by the court order dated 29 November 2022;

(b) OS 44 does not seek a winding-up order; and

(c) the factual bases for the two proceedings are different.

Counsel further relied on ADM Ventures (M) Sdn Bhd & Ors v Renew Capital Sdn Bhd & Ors [2018] MLJU 1080 (HC), where Lau Bee Lan J (as Her Ladyship then was) distinguished Ho Num Chon and declined to strike out an oppression petition on the grounds that:

(a) the two petitions were not filed at about the same time;

(b) different reliefs were sought;

(c) the oppression petition was filed subsequently based on fresh evidence;

(d) both petitions were not based on the same set of facts; and

(e) the petitioners had a bona fide reason and purpose to present both petitions. Counsel submitted that all five factors are present in the instant case.

Regarding the OS 44 proceedings, counsel argued that the petitioners are not parties to OS 44 and have a separate and independent legal right to enforce the debts owed directly to them. Counsel relied on Personal Representatives of Tang Man Sit v Capacious Investments Ltd [1996] AC 514 (PC), as followed by the Federal Court in Lembaga Kumpulan Wang Simpanan Pekerja v Edwin Cassian a/l Nagappan @ Marie [2021] 5 MLJ 253 (FC), for the proposition that a party may pursue cumulative remedies against different parties until full satisfaction of the loss has been achieved. Learned counsel for the petitioners contended that the mere pendency of OS 44 does not preclude them from seeking a winding‑up order, especially when the respondents have not complied with the Buy‑Out Order and have instead filed further applications to delay its implementation. Counsel noted that the OS 44 Order was made on 29 November 2022 (approximately 3½ years ago) and remains unpaid. The respondents have filed two separate applications for further directions and a stay of the proceedings in OS 44, both of which are contested and pending disposal.

On the just and equitable ground, counsel relied on a long line of authorities, including Re Yenidje Tobacco Co Ltd [1916] 2 Ch 426 (CA), Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 (HL), Poh Bee Bee v Brand Speaks Sdn Bhd & Ors [2021] MLJU 2472 (HC), WTK Realty Sdn Bhd v Kathryn Ma Wai Fong [2025] 3 MLJ 401 (CA), and Drawbridge Technologies (M) Sdn Bhd v AD&M Global Sdn Bhd & Ors [2025] MLJU 2069 (HC). Counsel submitted that there has been a total and irretrievable breakdown of mutual trust and confidence between the two shareholders, as evidenced by the extensive litigation between them – over 20 suits – and that it is no longer possible for them to continue managing the KID Group together. Counsel also pointed to the insolvency of each respondent, noting that the last audited accounts were lodged for the financial year ended 31 December 2014, and that liabilities exceeded RM35 million as at 31 August

Counsel further argued that the respondents cannot be allowed to approbate and reprobate by relying on the OS 44 Order while simultaneously delaying its compliance, and that the respondents’ filing of multiple stay applications in related proceedings is evidence of mala fides. THE COURT’S FINDINGS AND DECISION Preliminary observations on the nature of winding‑up proceedings and the discretion to stay

Before addressing the specific arguments, it is necessary to reiterate the well‑established principle that winding‑up proceedings are sui generis. As observed by Abdul Hamid Mohamad JCA (later Chief Justice) in Maril‑Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd (supra), the procedure in a winding‑up proceeding is simple and brief, and the petition is meant to be heard expeditiously. The hearing date is fixed even before the petition is issued. Interlocutory applications that stall the hearing of the petition proper are to be discouraged. The court’s discretion to stay a winding‑up petition under Section 469(1)(b) of the Companies Act 2016 must be exercised sparingly and only in exceptional circumstances. However, this court is equally mindful that a winding‑up order is a drastic remedy with irreversible consequences. As the Federal Court held in Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors (supra), the just and equitable jurisdiction must be exercised carefully and judiciously, with special regard for the irreversible and drastic nature of winding‑up as a court‑ordered remedy. Where more moderate remedies are available, they should ordinarily be preferred. These competing principles must be balanced in the factual context of each case. This court's analysis of Ho Num Chon

Before turning to the substantive issues, this court feels compelled to make an observation regarding the timing of the respondents' reliance on the decision in Ho Num Chon & Anor v Tech-Lab Manufacturing Sdn Bhd (supra). At the hearing of the petitions on 14 April 2026 held via Zoom, learned counsel for the respondents relied upon Ho Num Chon as an additional authority in support of their submissions for a stay. However, the actual copy of the case was only filed with the court on 15 April 2026, a day after the hearing had concluded.

This court is not amused by such tactical behaviour. The respondents, having had ample time to prepare for the hearing of these petitions chose to introduce a new authority at the eleventh hour without ensuring that the complete bundle was properly filed before the hearing date. The proper practice is to file and serve all bundles of authorities sufficiently in advance of the hearing to allow opposing counsel and the court to consider them. To do otherwise is not only discourteous to opposing counsel but also disrespectful to the court.

The court also notes that the petitioners, despite not having the benefit of the actual copy of the case at the hearing, promptly responded by way of a detailed letter dated 24 April 2026, drawing the court's attention to the proper interpretation of Ho Num Chon and distinguishing it from the present case. This court records its appreciation for the petitioners' assistance, which has been most helpful in the preparation of these grounds of judgment.

Having considered Ho Num Chon, this court finds that the case is distinguishable on its facts and does not assist the respondents' case for a stay or striking out of the winding-up petition. In Ho Num Chon, the factual matrix was as follows: the petitioners had filed a minority oppression petition under section 181 of the Companies Act 1965 (now section 346 of the 2016 Act) and a winding-up petition under section 218 of the Companies Act 1965 (now section 465 of the 2016 Act) at about the same time – approximately 9 days apart. Both petitions were based on substantially the same set of facts, and both sought, inter alia, the winding up of the respondent company. The court found that the respondent company was solvent and able to pay its just debts, and that the winding-up petition had been filed as a "tactical manoeuvre" to accomplish the petitioners' ultimate objective of having their shares bought out. In that context, Mohd Nazlan JC (as His Lordship then was) held at para [40] that the filing of two separate proceedings at about the same time, on substantially the same facts, seeking similar relief including winding up, ought to be deprecated as it promotes multiplicity of proceedings and an abuse of the court process.

The present case is materially different in the following respects, which this court considers decisive: Factor Ho Num Chon Present Case Timing of filings Winding-up petition filed approximately 9 days after oppression petition. Winding-up petition filed on 20.9.2018; OS 44 filed on 24.1.2022 – a gap of more than 3 years. Relief sought Both petitions sought winding up of the company. OS 44 does not seek winding up of KID; it seeks a buy-out order and repayment of advances. Basis of facts Substantially the same set of facts. OS 44 was based on fresh events occurring after the filing of the winding-up petition (removal as director on 19.2.2019, resolution for delivery of books and records on 15.10.2018, diversion of assets via JDA dated 19.7.2019). Solvency of company Company was solvent. KID is gravely insolvent with debts exceeding RM35 million; two subsidiaries (Ibaimas Sdn Bhd and Ibai Leisure Sdn Bhd) already wound up. Purpose Winding-up petition found to be a "tactical manoeuvre" to achieve buy-out. Winding-up petition filed based on genuine inability to pay debts and just and equitable grounds; filed before OS 44. Status of concurrent proceedings Both proceedings pending at first instance simultaneously. OS 44 has been finally determined in favour of the petitioner on 29.11.2022; respondents withdrew their appeal on 29.4.2025.

This court also finds guidance from the subsequent clarification by the same learned judge i.e. Mohd Nazlan J (as His Lordship then was) in Taman Rimba (Mentakab) Sdn Bhd v Warrior Rubber Products (M) Sdn Bhd & Anor (supra) at para [56], where the learned judge held: "[56] ... I do not consider the two key underlying actions, the winding-up of the respondent in NCC1 and oppression action against the controlling shareholders of the respondent in NCC2 constitute a multiplicity of proceedings or in any manner an abuse of process. It is only that some of the material issues ventilated in one are also critical in the other. This is unlike the situation in the case of Ho Num Chon & Anor v Tech-Lab Manufacturing Sdn Bhd [2017] 1 AMR 517; [2017] 5 CLJ 187 where I held that the conduct of the petitioners in that case in instituting a winding-up petition when it had already commenced a minority oppression suit in a different court based on substantially the same fact, and seeking similar reliefs, including for the winding-up of the company was prima facie a multiplicity of proceedings and an abuse of process.”

This passage makes clear that:

(a) the mere existence of concurrent proceedings does not automatically constitute a multiplicity of proceedings or an abuse of process;

(b) the critical question is whether there is a risk of conflicting findings by two different courts; and

(c) where such a risk exists, a stay (not a striking out) may be appropriate.

Applying this framework to the present case, this court finds that there is no risk of conflicting findings between the winding-up proceedings herein and OS 44 for the following reasons:

(a) the respondents have withdrawn their appeal against the OS 44 order on 29 April 2025. The order dated 29 November 2022 is therefore final and binding on the respondents. There is no pending appellate proceeding that could result in a conflicting finding.

(b) OS 44 does not seek a winding-up order. The relief sought in OS 44 (a buy-out order and repayment of advances) is entirely different from the relief sought in these winding-up petitions. There is therefore no overlapping relief that could give rise to inconsistent orders.

(c) the factual basis for OS 44 includes events that occurred after the filing of the winding-up petition. The winding-up petition is based on the state of affairs as at September 2018 and the events leading up to that date. OS 44 is based on subsequent oppressive conduct including the removal of the petitioner as a director, the unilateral passing of resolutions, and the alleged diversion of assets. While there is some overlap in the underlying dispute, the two proceedings are not based on "substantially the same set of facts" within the meaning of Ho Num Chon.

(d) there is no risk of conflicting findings because the OS 44 order has already been made and is final. The winding-up court is not being asked to determine any issue that would contradict the OS 44 order. To the contrary, the winding-up petition seeks a different remedy (winding up) based on different grounds (inability to pay debts and just and equitable grounds), which are not mutually exclusive with the OS 44 order.

This court also finds the reasoning in ADM Ventures (M) Sdn Bhd & Ors v Renew Capital Sdn Bhd [2018] MLJU 1080 (HC) to be highly persuasive. In that case, Lau Bee Lan J (as Her Ladyship then was) distinguished Ho Num Chon on the following grounds:

(a) the winding-up petition and oppression petition were not filed at about the same time;

(b) different reliefs were sought;

(c) the oppression petition was filed subsequently based on fresh evidence;

(d) both petitions were not based on the same set of facts; and

(e) the petitioners had a bona fide reason and purpose to present both petitions.

Applying those five factors to the present case, this court finds that the winding-up petition and OS 44 were not filed at about the same time. The former was filed on 20 September 2018 while the latter was filed on 24 January 2022, a gap of more than three years. The reliefs sought are also different, as OS 44 does not seek a winding-up order. Furthermore, OS 44 was based on fresh evidence of oppressive conduct that occurred after the filing of the winding-up petition, including the removal of the petitioner as a director on 19 February 2019, the passing of a resolution on 15 October 2018 for all books and records of KID to be delivered to the first respondent, and the alleged diversion of assets of KID's subsidiaries vide two Joint Development Agreements dated 19 July 2019. While both proceedings arise from the same contentious relationship between the two shareholders, OS 44 relies on post-petition events that are not part of the factual matrix of the winding-up petition. Finally, the petitioner has demonstrated bona fide reasons for maintaining the winding-up petition: KID is insolvent with debts exceeding RM35 million, two of its subsidiaries (Ibaimas Sdn Bhd and Ibai Leisure Sdn Bhd) have already been wound up, the respondents have not complied with the OS 44 order for over three and a half years, and the just and equitable ground for winding up is clearly made out on the evidence.

Accordingly, this court rejects the respondents' contention that Ho Num Chon mandates a stay or striking out of the winding-up petition. The present case falls squarely within the category of cases where concurrent proceedings are permissible because they are based on different facts, seek different reliefs, and there is no risk of conflicting findings. Analysis of the other cases cited by the parties on the stay application

The respondents’ reliance on Jagdis Singh a/l Banta Singh v Outlet Rank (M) Sdn Bhd (supra) and Hermehinder Singh Lachman Singh v Dhatt Bros Plantations Sdn Bhd (supra) is, in this court’s view, misplaced. Those cases concerned situations where the civil suit and the winding‑up petition were pending concurrently at first instance, and the dispute over the debt was bona fide and unresolved. Here, Suit 166 has been finally determined at first instance after a 23‑day full trial. The dispute over the SHA and the validity of the resolutions has been resolved by a judicial determination. The pendency of an appeal does not resurrect a bona fide dispute that has already been adjudicated. The risk of conflicting judgments between two courts of first instance (which was the concern in Hermehinder Singh) does not arise when one court has already delivered a final judgment and the other court is merely being asked to stay proceedings pending an appeal against that judgment. The appellate court reviews the judgment of the lower court; it does not sit in parallel. Therefore, the risk of inconsistent findings at the same level of hierarchy is absent.

The respondents’ reliance on Public Bank Bhd v Muhibbah Meridian Sdn Bhd (supra) and Solid Kitchen Sdn Bhd v Regal Development Sdn Bhd (supra) is equally unavailing. Those cases stood for the proposition that a judgment debt subject to appeal cannot form the basis of a winding‑up petition. However, that line of authority has been expressly overruled or impliedly disapproved by subsequent, more authoritative decisions. In Pontian United Theatre Sdn Bhd v Southern Finance Bhd (supra), the Court of Appeal held unequivocally that a judgment establishes a debt, which remains due even though an appeal is pending, because an appeal does not operate as a stay of execution. The court stated that the sum must be paid unless execution has been stayed. Similarly, in Bank Utama (M) Bhd v GKM Amal Bhd (supra), Abdul Aziz J (later Federal Court Judge) declined to follow Solid Kitchen Sdn Bhd v Regal Development Sdn Bhd (supra), holding that a judgment establishes in law that there is no bona fide dispute, and the fact that a debtor has lodged an appeal does not establish otherwise. This court is bound by Pontian United Theatre Sdn Bhd v Southern Finance Bhd (supra) and Bank Utama (M) Bhd v GKM Amal Bhd (supra), which represent the current state of the law. Consequently, the pendency of Appeal 2530 is not, by itself, a special circumstance warranting a stay.

The respondents’ reliance on Visage Continental Sdn Bhd v Smooth Track Sdn Bhd (supra) is also distinguishable. In Visage, the parties had agreed to have accounts verified before any final figure could be ascertained, and the winding‑up petition was presented before any verification had taken place. The court held that the claim remained vague and the petition was incompetent. In the present case, the verification has been completed. The independent valuer, Dr. Jim Lai of Grant Thornton, produced a detailed report dated 16 February 2026 confirming the indebtedness of the KID Group at RM13,223,901.70, which expressly includes the sums claimed by the petitioners. The fact that the verifier noted the absence of supporting breakdowns for a specific sum of RM555,814.00 does not render the entire verification report invalid. That sum was supported by the audited financial statements and the auditor’s letter. The respondents’ objections go to the quantum, not to the existence of the debt. Moreover, the debt in the subsidiary petitions (RM34,328.00 and RM244,586.00) is supported by contemporaneous invoices, payment vouchers, bank statements, and the respondents’ own audit confirmation letters. There is nothing vague or uncertain about these sums. Visage Continental Sdn Bhd v Smooth Track Sdn Bhd (supra) is therefore not applicable.

The respondents’ reliance on Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors (supra) and Sandeep Singh Grewal v Tan Eng Joo & Ors (supra) is also misplaced, though for different reasons. This court accepts the principle that a buy‑out order may, in appropriate cases, be a more moderate remedy than winding‑up, and that the just and equitable jurisdiction should be exercised with care. However, in the present case, a buy‑out order has already been made in OS 44. The respondents have not complied with it. They have refused to pay the verified advances and have filed further applications to delay implementation. In these circumstances, a buy‑out order is not an effective or available remedy. The court cannot force the respondents to comply with the OS 44 Order if they are determined to delay. The winding‑up petition is not an alternative to the buy‑out order; it is a separate remedy that the petitioners are entitled to pursue, especially when the buy‑out order has not yielded results. Furthermore, the petitioners in the subsidiary petitions are not parties to OS 44, and they cannot be compelled to wait indefinitely for the respondents to comply with an order made in proceedings to which they are not parties. The principle in Personal Representatives of Tang Man Sit v Capacious Investments Ltd (supra), that a party may pursue cumulative remedies against different parties until full satisfaction is achieved, applies squarely. The petitioners are entitled to pursue winding‑up against their respective debtors regardless of the parallel buy‑out proceedings against Dato’ Seri Yong personally. The stay applications are dismissed

Having examined the authorities cited by both sides, this court finds that the respondents have failed to establish any special or exceptional circumstances warranting a stay of the winding‑up proceedings in any of the three cases. The pendency of Appeal 2530 does not operate as a stay of execution, and the findings of the Kuala Lumpur High Court in Suit 166 remain valid and binding. The OS 44 proceedings do not deprive the petitioners of their independent rights to enforce the debts owed directly to them. The previous stay granted pending Suit 166 was based on the premise that the factual disputes had not yet been resolved. Now that Suit 166 has been resolved at first instance, the rationale for that stay has ceased. To extend the stay indefinitely pending an appeal would, in effect, allow the respondents to delay the winding‑up proceedings for as long as the appellate process takes, which could be years. That would be contrary to the expeditious disposal approach mandated by Maril‑Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd (supra) and would encourage the very abuse of process that the Court of Appeal in that case strongly deprecated. Accordingly, the respondents’ notices of motion for a stay in all three cases are dismissed. The debts are established and the respondents are unable to pay

Turning now to the merits of the winding‑up petitions, this court finds that each petitioner has established, on a balance of probabilities, that the respondent company is indebted to it in the sum claimed. The debt of RM34,328.00 claimed by Sincere Image Sdn Bhd against Ibai Ria Sdn Bhd is supported by the respondent’s own audited financial statements for the year ended 31 December 2014, an audit confirmation letter dated 23 August 2018 issued by the respondent’s own auditor (Mohamed Asri & Co.), the BDO Governance Advisory Sdn Bhd report dated 27 August 2019, the Grant Thornton verification report dated 16 February 2026, and contemporaneous invoices and payment vouchers. The debt of RM244,586.00 claimed by Laman Kejora Sdn Bhd against Ibai Golf & Country Club Bhd is supported by the same category of documentary evidence. The debt owed by KID to Dato’ Chang (exceeding RM35 million) is supported by the same evidence, as well as the Suit 166 judgment which found that the advances were valid and that Dato’ Seri Yong had breached the SHA.

In each case, a statutory notice under Section 466 of the Companies Act 2016 was duly served, and more than 21 days have elapsed without payment or any offer to secure or compound the same. By operation of Section 466(1)(a) of the Act, each respondent is deemed unable to pay its debts. The respondents’ assertion that the debts are bona fide disputed is not supported by any credible evidence. The respondents have not produced any board resolution repudiating the debts, nor any payment receipts or banking records showing that the debts have been settled, nor any explanation why their own auditor confirmed the debts if they were not genuine. The respondents’ reliance on allegations of conspiracy and lack of authority, which were already rejected by the Kuala Lumpur High Court in Suit 166 after a 23‑day trial, is nothing more than a collateral attack on a final judgment. This court will not permit the respondents to relitigate issues that have already been decided. The just and equitable ground is also made out

Even if the debts were not established under Section 465(1)(e) (which they are), this court finds that the petitioners have also made out a compelling case for winding‑up under Section 465(1)(h) on the just and equitable ground. The law on this ground is well settled. The classic statement is found in Re Yenidje Tobacco Co Ltd (supra), where Lord Cozens‑Hardy MR held that circumstances which would justify the winding up of a partnership are circumstances which should induce the court to exercise its jurisdiction under the just and equitable clause. The House of Lords in Ebrahimi v Westbourne Galleries Ltd (supra) expanded the application of this ground to cases involving quasi‑partnerships, where there is a personal relationship of mutual confidence, an agreement or understanding that all shareholders will participate in management, and restrictions on the transfer of shares. However, the just and equitable ground is not confined to quasi‑partnerships. As held in Gulf Business Construction (M) Sdn Bhd v Israq Holding Sdn Bhd [2010] 5 MLJ 34 (CA) at paras [23] & [24], there is now a practically unlimited range of circumstances within which a winding‑up order can justifiably be made on this ground, including where a deadlock has developed in management, where directors have lost confidence in working with each other, or where the company’s substratum has disappeared.

In the present case, the evidence overwhelmingly demonstrates a complete and irretrievable breakdown of mutual trust and confidence between Dato’ Chang and Dato’ Seri Yong. This breakdown is not merely alleged; it is substantiated by a litany of legal proceedings between the parties. As the petitioner in Case TA‑28NCC‑53‑09/2018 pointed out, over 20 suits have been filed between them concerning the affairs of the KID Group. These include the present winding‑up petitions, Suit 166, OS 44, and various other winding‑up petitions in different high courts. The Court of Appeal in WTK Realty Sdn Bhd v Kathryn Ma Wai Fong (supra) held that the existence of extensive litigation between shareholders is irrefutable evidence of an acrimonious relationship and a complete breakdown of mutual trust and confidence. In that case, the court noted that 40 separate sets of legal proceedings had been filed between the warring factions, and that this clearly demonstrated that the parties could not get along. The same principle applies here. The High Court in Drawbridge Technologies (M) Sdn Bhd v AD&M Global Sdn Bhd & Ors (supra) per Ong Chee Kwan J (as His Lordship then was) similarly affirmed that a winding‑up order may be made on the just and equitable ground where there is a complete breakdown of the relationship of mutual trust and confidence, regardless of whether the company is a quasi‑partnership.

The breakdown is further evidenced by Dato’ Seri Yong’s unilateral conduct in convening board meetings on 28 August 2018 and passing resolutions in Dato’ Chang’s absence, despite being aware that Dato’ Chang had prior commitments and had requested an alternative date. The resolutions included the appointment of a new company secretary, the acceptance of the existing secretary’s purported resignation, the change of registered address, and the delivery of all original title deeds and documents to Dato’ Seri Yong. These resolutions were passed without the unanimous approval required under the SHA. The Kuala Lumpur High Court in Suit 166 has since declared those resolutions null and void. This conduct demonstrates a blatant disregard for the SHA and for Dato’ Chang’s rights as a co‑shareholder.

The financial position of KID and its subsidiaries is also a significant factor. The petitioners have adduced evidence that as at 31 August 2018, KID’s liabilities exceeded RM35 million. The last audited accounts lodged with the Companies Commission of Malaysia were for the financial year ended 31 December 2014. KID and its subsidiaries have failed to lodge their audited accounts for subsequent years, which is a breach of Section 248 of the Act. The petitioners have advanced substantial sums totalling over RM13 million to keep the KID Group afloat, while Dato’ Seri Yong, despite being the majority shareholder, has refused to inject any working capital. The independent valuer appointed under the OS 44 Order has confirmed the indebtedness. While the respondents dispute the quantum, they have not seriously disputed that substantial advances were made. The inability of KID and its subsidiaries to pay their debts is a ground for winding‑up under Section 465(1)(e), and the evidence of insolvency is compelling. Notably, two of KID's subsidiaries i.e. Ibaimas Sdn Bhd and Ibai Leisure Sdn Bhd, have already been wound up on 5 April 2021 and 11 November 2024 respectively. This further supports the conclusion that KID is commercially insolvent and that a winding-up of the remaining entities is appropriate.

The respondents argued that the petitioners’ alleged breakdown of trust was self‑induced, and that the respondents had sought to address issues through board meetings but the petitioners failed to attend. This court rejects this argument. The evidence shows that Dato’ Chang requested an alternative date for the board meetings of 28 August 2018 due to prior commitments, and that he also objected to the venue and the proposed resolutions. The respondents proceeded with the meetings regardless. This is not the conduct of a party acting in good faith. Moreover, the extensive litigation history cannot be explained away as self‑induced by Dato’ Chang. The respondents themselves filed Suit 166 against Dato’ Chang and his associated companies, and they have filed multiple stay applications in various proceedings. The animosity is mutual and irreconcilable.

The respondents’ reliance on Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors (supra) and Sandeep Singh Grewal v Tan Eng Joo & Ors (supra) has already been addressed. This court acknowledges that a buy‑out order can provide a “clean break” while preserving the company as a going concern. However, in the present case, a buy‑out order has already been made in OS 44, but the respondents have not complied with it. The OS 44 order was made on 29 November 2022 – approximately three and a half years ago – and remains unpaid. The respondents have refused to pay the verified advances and have filed further applications to delay implementation. In these circumstances, a buy‑out order is not an effective or available remedy. The winding‑up petition is not an alternative to the buy‑out order; it is a separate remedy that the petitioners are entitled to pursue, especially when the buy‑out order has not yielded results. The court cannot force the respondents to comply with the OS 44 Order if they are determined to delay. The winding‑up petition is therefore the appropriate remedy. The balance of convenience favours the petitioners

The respondents argue that a winding‑up order would cause them irreparable damage. However, this court must balance the competing interests. The petitioners have been owed their respective debts since September 2018. That is a period of more than seven years. The respondents have had ample opportunity to pay the debts or to demonstrate a genuine dispute. They have done neither. Instead, the respondents’ directors have used litigation tactics to delay payment repeatedly. The authorities are clear that the winding‑up court should not allow itself to be used as a tool for delay. In Maril‑Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd (supra), the Court of Appeal strongly deprecated the practice of filing interlocutory applications to stall winding‑up hearings. In Jagdis Singh a/l Banta Singh v Outlet Rank (M) Sdn Bhd (supra), the Court of Appeal held that an applicant for stay must come with clean hands and that courts should not encourage unwholesome practices of delay. The respondents’ conduct in this case i.e. filing multiple stay applications, refusing to comply with the OS 44 Order, and seeking to delay winding‑up pending an appeal, is precisely the kind of abuse of process that these authorities were intended to prevent.

For all the foregoing reasons, this court finds that the respondents have failed to establish any special circumstances warranting a stay of the winding‑up proceedings in any of the three cases. The respondents' reliance on Ho Num Chon is misplaced as the present case is clearly distinguishable on the grounds of timing, relief sought, factual basis, solvency, and the final determination of OS 44. The pendency of Appeal 2530 does not operate as a stay of execution, and the OS 44 proceedings do not deprive the petitioners of their independent rights to enforce the debts owed directly to them. The previous stay granted pending Suit 166 has served its purpose, and the rationale for that stay no longer exists.

On the merits, the alleged debts are not bona fide disputed; they are liquidated sums that have been repeatedly admitted, audited, and confirmed. Each petitioner has established that the respondent company is unable to pay its debts, and that it is just and equitable to wind up the company due to the complete and irretrievable breakdown of the relationship between the two shareholders, the deadlock in management, and the insolvency of the companies.

Accordingly, this court makes the following orders:

Ibai Golf & Country Club Bhd v Laman Kejora Sdn Bhd [2019] 12

Laman Kejora Sdn Bhd v Ibai Golf & Country Club Bhd [2019]

Sincere Image Sdn Bhd v Ibai Ria Sdn Bhd [2019] MLJU 2140

Sincere Image Sdn Bhd v Ibai Leisure Sdn Bhd [2019] MLJU

Dato’ Seri Yong Tu Sang & Ors v Dato’ Chang Jong Yu & Ors [2026] MLJU 697 (HC).

Dato’ Chang Jong Yu v Dato’ Seri Yong Tu Sang & Ors [2023]

Jagdis Singh a/l Banta Singh v Outlet Rank (M) Sdn Bhd [2013]

Hermehinder Singh Lachman Singh v Dhatt Bros Plantations Sdn Bhd [2009] 1 LNS 1649 (HC).

Visage Continental Sdn Bhd v Smooth Track Sdn Bhd [2007] 6

Masenang Sdn Bhd v Sabanilam Enterprise Sdn Bhd [2022] 1

Ho Num Chon & Anor v Tech-Lab Manufacturing Sdn Bhd [2017] 9 MLJ 45 (HC).

Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors [2021] 3 MLJ 914 (FC).

Sandeep Singh Grewal v Tan Eng Joo & Ors [2025] MLJU 1916

Maril‑Rionebel (M) Sdn Bhd & Anor v Perdana Merchant Bankers Bhd [2001] 4 MLJ 187 (CA).

Pontian United Theatre Sdn Bhd v Southern Finance Bhd [2006]

Bank Utama (M) Bhd v GKM Amal Bhd [2000] 5 MLJ 657 (HC).

Public Bank Bhd v Muhibbah Meridian Sdn Bhd [2001] 1 MLJ 31

Solid Kitchen Sdn Bhd v Regal Development Sdn Bhd [1998] 6

Taman Rimba (Mentakab) Sdn Bhd v Warrior Rubber Products

(M) Sdn Bhd & Anor [2018] 2 AMR 848 (HC).

ADM Ventures (M) Sdn Bhd & Ors v Renew Capital Sdn Bhd & Ors [2018] MLJU 1080 (HC).

Personal Representatives of Tang Man Sit v Capacious Investments Ltd [1996] AC 514 (PC).

Lembaga Kumpulan Wang Simpanan Pekerja v Edwin Cassian a/l Nagappan @ Marie [2021] 5 MLJ 253 (FC).

Re Yenidje Tobacco Co Ltd [1916] 2 Ch 426 (CA).

Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 (HL).

Poh Bee Bee v Brand Speaks Sdn Bhd & Ors [2021] MLJU 2472

WTK Realty Sdn Bhd v Kathryn Ma Wai Fong [2025] 3 MLJ 401

Drawbridge Technologies (M) Sdn Bhd v AD&M Global Sdn Bhd & Ors [2025] MLJU 2069 (HC).

Sections 248, 346, 465(1)(e), 465(1)(h), 466, & 469(1)(b) of the Companies Act 2016.

Sections 181 & 218 of the Companies Act 1965.

Section 73 of the Courts of Judicature Act 1964.