Teo Wei Kian v on Tour (M) Sdn. Bhd (MA-28NCC-25-05/2026)

(a) whether the Petition is regularly constituted and properly before the Court, notwithstanding certain irregularities in its drafting (threshold issue);

(b) whether the Petitioner has established that it is just and equitable, within section 465(1)(h) of the 2016 Act, that the Company be wound up (dispositive issue); and

(c) whether, the Company being solvent and the complaint being in substance one of exclusion, winding up is the appropriate remedy, or whether an adequate alternative remedy renders it inappropriate (dispositive issue). D. GOVERNING LAW AND FRAMEWORK [14] The jurisdiction to wind up a company is conferred by section 464 of the 2016 Act, and the grounds on which the Court may do so are set out in section 465(1). The Petition relies exclusively on section 465(1)(h): that "the Court is of the opinion that it is just and equitable that the company be wound up." The Petitioner's standing to present the Petition as a contributory is not in question. [15] Six features of that jurisdiction govern the present case. [16] First, the power is discretionary. Section 465(1) provides that a company "may" be wound up; it does not oblige the Court to wind up merely because a ground is shown, still less merely because no person appears to oppose the petition or the petition proceeds unopposed. The burden lies on the petitioner to satisfy the Court, on cogent evidence, that the just and equitable ground is made out and that the discretion should be exercised in favour of so drastic a result. [17] Secondly, the just and equitable ground, applied to a small company formed on a footing of mutual confidence between a few participants, permits the Court to have regard to the equitable considerations arising from that relationship the character of the association as, in substance, a partnership where the trust and confidence between the participants has broken down. Deadlock in the true sense, that is, a paralysis of the company's decision-making such that its affairs can no longer be conducted, is one established instance. But not every breakdown of relations, and not every exclusion of one participant by another, amounts to deadlock or, without more, makes it just and equitable to destroy the company. [18] Thirdly, and of particular importance here, the winding up of a solvent company on the just and equitable ground is a remedy of last resort. Where the substance of the grievance is the exclusion of a member from the affairs of the company, or a dispute as to the terms on which one member is to leave, the 2016 Act provides a tailored remedy in section 346, which empowers the Court, upon a finding of oppression or of conduct in disregard of a member's interests, to make such order as it thinks fit including an order that the shares of one member be purchased by the other. That remedy addresses the very grievance advanced in this case without extinguishing a going concern. Where such an alternative remedy is available and adequate, the Court will not ordinarily accede to a petition to wind up; and a petitioner who presses for winding up in preference to that remedy, without demonstrating why it will not serve, acts unreasonably. [19] Fourthly, although the words "just and equitable" are words of the widest import, the jurisdiction they confer is not at large. It is a judicial discretion, to be exercised upon settled principle and not upon a general or subjective sense of fairness. The phrase does not entitle a shareholder to the dissolution of a company whenever she is aggrieved, disappointed or estranged from her co-venturer; it requires the Court to be satisfied that the circumstances are such that the continuation of the company in its present form works an injustice which the law can cure in no other way. The gravity of the remedy informs the standard of its exercise. A winding-up order does not operate merely between the parties to the petition: it operates against the world. It terminates the company's trading life, displaces its management, subjects its assets to compulsory realisation, and affects creditors, employees, contractual counterparties and the co-shareholder, none of whom is a party to the dispute and on an unopposed petition none of whom is before the Court. Where a petition proceeds without opposition, the Court does not thereby scrutinise it less; it scrutinises it more, because the Court is then the only guardian of the interests of those whom the order would bind. [20] Fifthly, the analysis must proceed from the separate legal personality of the company. The Company is not the property of its two shareholders, nor a mere vehicle of their relationship; it is a distinct legal person with its own assets, undertaking, creditors and obligations. The equitable considerations which the just and equitable jurisdiction admits in a quasi-partnership operate to superimpose obligations of good faith upon the exercise of strict legal rights between the participants; they do not dissolve the separate existence of the entity or convert every falling-out between shareholders into a ground for its destruction. Nor has the substratum of the Company failed. The commercial purpose for which it was incorporated the carrying on of a travel agency business remains capable of achievement and is, on the Petitioner's own account, being achieved: the business continues to trade. A company whose object subsists and whose undertaking continues is not one whose foundation has disappeared. [21] Sixthly, the 2016 Act establishes a graduated scheme of remedies for the grievances of members, and the coherence of that scheme must be respected. Where a member is oppressed or her interests disregarded, section 346 confers a remedial jurisdiction of great width, including the power under paragraph 346(2)(c) to order the purchase of her shares and, at its furthest reach, the power under paragraph 346(2)(e) to order a winding up where nothing less will suffice. Where the wrong complained of is a wrong done to the company itself — as where its money is said to have been misapplied — the proper claimant is the company, and section 347 provides the mechanism by which a member may, with leave, cause proceedings to be brought in the company's name. Where the participants are agreed that the company should be brought to an end, section 439(1)(b) permits a voluntary winding up by special resolution, without invoking the compulsory jurisdiction of the Court at all. Compulsory winding up under section 465(1)(h) stands at the apex of that structure. It is not a shortcut through it. A petitioner who invokes the apex remedy while the intermediate remedies remain untried and unexhausted must explain why they will not serve; and the just and equitable ground is not to be used to obtain, by the destruction of the company, that which Parliament has provided may be obtained by less drastic means. E. ANALYSIS AND DETERMINATION

(a) The Regularity of the Petition and the Drafting Irregularities [22] I address first the state of the Petition as a document, because three irregularities are apparent on its face and must be disposed of before the merits. [23] The first is in paragraph 1, which pleads that the Company "was incorporated under the Companies Act 1965 ... on 10.2.2022." That is an impossibility. The Companies Act 1965 was repealed and replaced by the 2016 Act, which came into operation on 31 January 2017. A company incorporated on 10 February 2022 was necessarily incorporated under the 2016 Act, as the heading of the Petition and the prayers themselves correctly recognise. The reference to the 1965 Act is a plain error. [24] The second and third irregularities concern internal inconsistencies between the Petition and the documents exhibited in support of it. Paragraph 21 pleads that the Petitioner replied by a letter dated 7 August 2025, yet the annexure referred to is in fact a letter dated 20 August 2025 issued by Messrs BY Saw & Associates, who elsewhere in the Petition are identified as solicitors acting for Ong rather than for the Petitioner. Paragraph 24 further pleads that the Petitioner requested a board meeting on 26 September 2025 and refers to an agenda and attendance sheet dated 10 March 2025, whereas the annexures relied upon are in fact dated 3 October 2025. On the face of the Petition and its annexures, these matters are plainly inconsistent and remain unexplained. [25] These are careless errors, and in a document by which a party asks the Court to extinguish a company they are not to be commended. I do not, however, regard them whether singly or together as fatal. None goes to the jurisdiction of the Court. None misdescribes the parties or the relief so as to mislead. The misstatement of the incorporating statute is corrected by the balance of the Petition; the two date discrepancies bear upon the weight to be given to the correspondence and the boardmeeting episode, not upon the competence of the Petition. The Petition was regularly presented, verified, served, advertised and gazetted. Compliance with the procedural requirements prescribed by the Companies (Winding-Up) Rules 1972 was certified by the Senior Assistant Registrar pursuant to Rule 32(1), and, prior to the hearing, a statement was duly filed under Rule 29(2) confirming that no notice of intention to appear had been received. I am therefore satisfied that the Petition is procedurally regular and properly before the Court. [26] The Court also notes that no creditor, contributory or other interested person served any Notice of Intention to Appear pursuant to Rule 28 of the Companies (Winding-Up) Rules 1972. In compliance with Rule 29(2), the Petitioner's solicitors filed a statement confirming that no such notice had been received before the hearing. The absence of opposition, however, does not relieve the Court of its duty to satisfy itself independently that the statutory ground relied upon has been established and that the discretionary jurisdiction to order a winding-up ought properly to be exercised.

(b) Whether It Is Just and Equitable That the Company Be Wound Up [27] I turn to the substance. The Petitioner's case rests on two propositions: that the management of the Company has reached an irreversible deadlock, and that it is in consequence just and equitable that it be wound up. Each requires examination. [28] It is convenient to begin with what the Petition does establish. It establishes, and I proceed on the basis, that this is a quasipartnership: a company formed in 2022 by two individuals in equal shares, on a footing of mutual participation, with an agreed division of responsibility between them. It establishes, too, that the relationship of trust and confidence between the Petitioner and Ong has broken down, and that the two are no longer able or willing to cooperate. Those are matters capable, in an appropriate case, of engaging the equitable jurisdiction under section 465(1)(h). [29] The Petitioner's difficulty is that the facts she pleads do not establish deadlock in the sense the law requires, and do establish something else, for which winding up is not the appropriate response. [30] Deadlock, as a ground for winding up, connotes a genuine and permanent paralysis of the company's affairs a state in which, the participants being at an impasse, the company can no longer function. That is not the state of affairs disclosed by this Petition. On the Petitioner's own account the Company has not ceased to function at all. It continues to carry on its travel business on her own complaint, through Ong, and in collaboration with GP Global Travel & Tours Sdn Bhd. A company whose business continues to be carried on is not deadlocked; it is, on the Petitioner's case, being carried on by one participant to the exclusion of the other. Read as a whole, the Affidavit Verifying the Petition discloses not that the Company cannot act, but that it acts without the Petitioner: that she has been shut out of its management, its premises, its accounts and its systems. [31] The point may be tested by asking what deadlock, properly so called, requires. It requires an impasse which is complete, which paralyses the organs of the company the board and the general meeting alike and which is incapable of resolution by the company's own constitutional machinery or by the mechanisms which the 2016 Act itself supplies. An equality of shareholding and an equality of board representation create the conditions in which deadlock may arise; they do not of themselves constitute it. What must be shown is that the company, as a functioning organism, has been brought to a standstill: that it cannot transact business, cannot bank, cannot contract, cannot meet its obligations, because its decisionmaking has seized. The evidence here shows the opposite. The Company banks, trades, deals with customers and engages with a third party. Whatever else may be said of the manner in which that is being done, it is not paralysis. The Petitioner's real complaint is not that the Company cannot be managed, but that it is being managed by Ong alone. That grievance is real, but it is a different grievance, and the law assigns it a different remedy. [32] That is the language of exclusion, not of deadlock. Exclusion of a member from the management of a quasi-partnership is the paradigm subject-matter of the statutory remedy against oppression under section 346 of the 2016 Act a remedy which, significantly, includes the power to order that the excluded member's shares be bought out at a fair value. The gravamen of this Petition the withdrawal of the PayPal monies, the denial of access, the changing of the locks, the unilateral dealings with a third party, the refusal to sign the accounts is, in substance, a catalogue of oppression complaints. It is not converted into a case for winding up by being labelled deadlock. [33] Nor does the breakdown of mutual confidence, without more, carry the Petitioner home. Where loss of trust and confidence is relied upon as the foundation of a just and equitable winding up, the loss must be justifiable: it must be grounded in the manner in which the affairs of the company have been conducted typically in a want of probity or fair dealing in those affairs and not in mere friction, incompatibility or estrangement between the shareholders in their personal relations. Two participants who can no longer abide one another have not, by that fact alone, established that the company must die. On the material before me, what the correspondence discloses is a mutual disengagement: each side, at different points, proposed a buy-out or a dissolution; each contemplated a parting of ways. Responsibility for the breakdown whether it lies with Ong, with the Petitioner, or with both cannot be ascertained on untested affidavit evidence, and I make no finding upon it. But a petitioner who invokes an equitable jurisdiction must show that the equity operates in her favour, and where the Court cannot tell on which side the fault lies, it cannot be satisfied that it does. [34] I add that several of the Petitioner's central assertions are, on the Petition and the Affidavit Verifying the Petition, no more than assertions. That the PayPal withdrawal was wrongful rather than a payment to suppliers which paragraph 16 acknowledges Ong asserted and that GP Global is "operating the Respondent," are contested characterisations advanced on the Petitioner's affidavit without the corroboration that findings of that gravity would require. The drafting carelessness already noted does not assist the Petitioner in inviting the Court to treat those assertions as established. On an application to wind up a solvent company, the Court is required to scrutinise the evidence independently and does not accept contested allegations merely because no notice of intention to appear has been filed or the petition proceeds unopposed. [35] The complaint concerning the PayPal withdrawal illustrates the misdirection of the Petition. If RM23,717.05 was wrongfully withdrawn from the Company's account, the wrong was done to the Company, and it is the Company not the Petitioner in her personal capacity which is entitled to recover it. The 2016 Act provides the machinery: proceedings may be brought in the Company's name, with the leave of the Court, under section 347, and the sum, if misapplied, may be pursued and restored. A shareholder does not establish a case for extinguishing a solvent company by pointing to a recoverable wrong done to it; the existence of a mechanism of recovery is a reason for preserving the company, not for destroying it. To wind up a company in order to vindicate a claim which the company itself can pursue is to burn the house to roast the pig. [36] The complaint that Ong has refused to finalise and sign the audited financial statements stands no higher. The preparation, approval and signature of financial statements are statutory duties imposed upon the directors by sections 248 and 251 of the 2016 Act, enforceable by penal sanction and within the supervisory competence of the Registrar. A default in corporate governance for which the statute itself prescribes both the obligation and the consequence of its breach is not, without more, a ground upon which the corporate existence should be terminated. It is a matter to be cured by compliance or visited by the sanctions the Act provides; it does not convert a going concern into a candidate for dissolution.

(c) Whether Winding Up Is the Appropriate Remedy: Last Resort and the Availability of an Alternative Remedy [37] Even if the equitable considerations were taken to be fully engaged, the Petition would still fail at the discretionary stage because winding up is not shown to be the appropriate remedy. [38] The Company is solvent. It owns immovable property a double-storey shop office held under leasehold title and, on the Petitioner's account, continues to trade and to generate the very receipts of which she complains. To wind up such a company is to destroy a going concern: to end its business, to disperse its assets at values realised in liquidation, and to visit the consequences upon its creditors, its employees and the co-shareholder. It is precisely for that reason that the law treats winding up on the just and equitable ground as a remedy of last resort, to be granted only where no adequate alternative exists. [39] The disproportion is not abstract. A winding-up order upon this Petition would place the Company in the hands of the Official Receiver; the travel business would cease; the leasehold shop office would be realised at whatever value a forced sale in liquidation commands, which experience teaches is rarely its worth as part of a going concern; the costs and expenses of the liquidation would be borne out of the assets before either shareholder received anything; and any employees, customers and trade counterparties of the business would bear consequences of a quarrel to which they are strangers. All of that destruction would be visited upon a solvent company in order to resolve what is, at bottom, a dispute between two individuals as to the terms upon which one of them is to leave. The remedy would be wholly out of proportion to the grievance. [40] Here an adequate alternative plainly exists, and it is the very outcome the Petitioner has herself pursued throughout. The whole tenor of the correspondence pleaded in the Petition is directed at a separation of the parties by a buy-out: the Petitioner proposed that Ong buy her shares (paragraph 19); she offered, in turn, to sell all her shares to Ong (paragraph 38); and the parties at various points discussed dissolution and the disposal of the Company's property. The dispute between them is, at bottom, a dispute about exit and price. That is precisely the dispute which section 346 of the 2016 Act exists to resolve, and which the Court, under that section, has ample power to resolve by a buy-out order at a valuation it determines preserving the business and doing justice between the two shareholders without the destruction that winding up entails. [41] Nor is section 346 the only road left untravelled. The correspondence pleaded in the Petition shows that Ong, by the letter of 20 August 2025, indicated agreement in principle that the Company be dissolved. If both shareholders genuinely desire that the Company be brought to an end, the 2016 Act places that outcome within their own hands: section 439(1)(b) permits a voluntary winding up by special resolution, which in a company of two equal shareholders requires the concurrence of both a concurrence which, on the Petitioner's own pleading, was at one point expressed. The compulsory jurisdiction of the Court exists for cases in which the company's dissolution is resisted or cannot otherwise be achieved; it is not to be invoked to obtain by curial compulsion that which the members can accomplish consensually. And if the truth is that consensus has failed because the parties cannot agree the financial terms of their separation, that only confirms what the whole of this record suggests: that the dispute is one of exit and price, for which the buy-out jurisdiction under section 346 is the remedy Parliament has designed. [42] The Petition does not confront this at all. It does not explain why a buy-out the remedy the Petitioner herself repeatedly proposed cannot be achieved through the oppression jurisdiction; why proceedings under section 346 would be inadequate; or why the Company, solvent and trading, must instead be extinguished. A petitioner who seeks the last resort must show that the alternatives are closed. This Petitioner has not done so. On her own pleaded case the alternative is not closed it is the course she was pursuing until she elected, instead, to petition for winding up. To prefer winding up in those circumstances, without demonstrating the inadequacy of the statutory buy-out remedy, is to seek a disproportionate remedy where a proportionate one is available. [43] There is a further institutional consideration. The correspondence shows that the parties were, until shortly before the presentation of the Petition, negotiating the terms of a buyout and of a possible dissolution. Where a petition for compulsory winding up is presented against that background, the Court must be astute to ensure that its process is not deployed as an instrument of pressure a means of strengthening one party's hand in a commercial negotiation by holding the threat of liquidation over the company and the other shareholder. I do not find that this Petition was presented for that purpose, and I need not do so. It is enough that the jurisdiction must be guarded against that use, and that a petitioner who comes to the Court in the midst of an unresolved negotiation over price, seeking dissolution rather than valuation, invites precisely the caution which the last-resort principle exists to enforce. [44] For these reasons the just and equitable ground is not made out; and, in any event, the discretion to wind up ought not to be exercised. [45] Drawing the threads together, the dismissal of this Petition rests upon grounds which are distinct and cumulative: first, that deadlock in the sense the law requires is not established, the Company continuing to function and to trade; second, that the substratum of the Company subsists; third, that the loss of confidence relied upon is not shown, on cogent evidence, to arise from a want of probity in the conduct of the Company's affairs rather than from a mutual estrangement for which responsibility cannot be assigned; fourth, that the substance of the grievance exclusion, and wrongs allegedly done to the Company is provided for by the tailored remedies in sections 346 and 347 of the 2016 Act, which remain untried; fifth, that a consensual route to dissolution under section 439(1)(b) was, on the Petitioner's own pleading, open and unexhausted; and sixth, that the winding up of a solvent and trading company would be a disproportionate response to a dispute which is, in substance, one of exit and price. Any one of these considerations would give the Court serious pause. Together they are decisive. F. CONCLUSION [46] The Petitioner has shown a breakdown of the relationship between the two equal participants in a quasi-partnership. She has not shown that the Company is deadlocked in any sense that prevents it from functioning; it continues to trade. What she has described is her exclusion from a solvent and continuing business a grievance for which the 2016 Act provides a specific and adequate remedy in section 346, including a buyout of her shares. Winding up, being a remedy of last resort, is neither necessary nor appropriate where that alternative is available and where the Petitioner has herself consistently sought a buy-out. The drafting irregularities in the Petition, though real, form no part of this conclusion. [47] It follows that the Petition must be dismissed. Nothing in this decision precludes the Petitioner from pursuing such relief as may be available to her under section 346 of the 2016 Act. G. ORDERS OF THE COURT [48] I make the following orders:

(a) the Petition is dismissed; and

(b) in the absence of any party appearing to oppose the Petition, there is no order as to costs. Dated 2 July 2026 (MELAKA) Lawyer For Petitioner Cik Connie Kong Koh Li Tetuan The Chambers Of Koh & Luk Peguambela dan Peguamcara Unit 32-01, Level 32, The Vertical Corporate Office Tower B, Avenue 10, Bangsar South, No.8 Jalan Kerinchi, 59200 Kuala Lumpur.. Lawyer For Respondent Cik Ong Yeah Chee On Tour (M) Sdn Bhd. No.8, Jalan TU 42, Taman Tasik Utama, 75450 Ayer Keroh, Melaka.