1. ) MOHD LASIM BIN MAHMUD 2. ) NOHAMAD FUARD BIN CHE IBRAHIM 3. ) AFIFAH HANIE AHMAD 4. ) SITI SAFIAH BINTI MOHAMED IZHAM 5. ) SURAYA BINTI AHMAD TERMIZI v ALPHACAPITAL (M) BERHAD

ba-28ncc-556-09-2024 High Court (Mahkamah Tinggi) 3 November 2025 • BA-28NCC-556-09/2024

Catchwords

Sections 346(2)(e), 465(1)(f) and 465(1)(h) of the Companies Act 2016 (“CA 2016”)- Petitioners are investors who subscribed to Redeemable Preference Shares Islamic (“RPS-i”) issued by the Respondent pursuant to Subscription Agreements and an Information Memorandum- Respondent has failed to pay monthly returns and to redeem the RPS-i upon maturity- Respondent opposes the petition- petition constitutes an abuse of process to exert pressure for repayment- no debt presently exists-the alleged obligations are conditional upon distributable profits and unfulfilled contractual preconditions- three Petitioners were ineligible to participate as “Sophisticated Investors” within the meaning of the Capital Markets and Services Act 2007 (“CMSA”)- Whether there exists an undisputed, presently due debt entitling the Petitioners to invoke section 465(1)(f)-Whether the Petitioners’ alleged rights to returns and redemption have crystallised-Whether there is oppression or other conduct rendering it just and equitable to wind up the Company-Whether the petition amounts to an abuse of process- Petitioners have produced no contrary financial evidence- no debt has arisen. The alleged “monthly returns” are expectations, not debts due-Section 465(1)(h) is generally invoked where there is a deadlock, loss of substratum, or exclusion of shareholders with a legitimate expectation of participation in management- Petitioners are holders of non-voting RPS-i shares-they are passive investors with no managerial or governance rights- No evidence has been adduced of deadlock, exclusion, or misconduct by directors-The loss of confidence in management, however genuine, does not of itself justify a winding-up order under section 465(1)(h)- this petition is not a bona fide invocation of insolvency jurisdiction but a device to exert commercial pressure- no clear, presently due, and undisputed debt has been established- No oppression, mismanagement, or breakdown of substratum has been proven-the petition amounts to an abuse of the winding-up process- the petition is dismissed.

Practice Areas

Company Law Administrative Law

Judges (1)

Raja Rozela binti Raja Toran Delivered

Parties (6)

ALPHACAPITAL BERHAD Respondent Afifah Hanie Ahmad Petitioner Mohd Lasim bin Mahmud Petitioner Nohamad Fuard bin Che Ibrahim Petitioner Siti Safiah binti Mohamed Izham Petitioner Suraya binti Ahmad Termizi Petitioner

Judgment

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Source: eJudgment (ba-28ncc-556-09-2024)