1. ) NORINAH BINTI MOHAMED 2. ) MOHD JAMEL BIN ABDUL RAHMAN 3. ) SAFIAH BINTI SAMAT 4. ) FATIRAH BINTI SABIL 5. ) SA'ADAH BINTI MOHD AMIN 6. ) ZAWIAH BINTI A.RAHMAN 7. ) IZAHAM SHAH BIN MUSA 8. ) NORHAZRIN BINTI AZALI 9. ) MAS AYU BINTI ADNAN 10. ) AHMAD TAUFIQ HIDAYAT BIN AHMAD HASSANUDIN 11. ) FATIMAH ALIAA BINTI AZLAN 12. ) NOR ALIZA BINTI JAAFAR 13. ) 13)MOHAMED IZHAM BIN ISMAIL 14. ) SITI AYUNI BINTI HASSANUDIN 15. ) HANA HANURYANA BINTI MD JANI 16. ) PREIMA DEVI A/P APPUKUTTEN 17. ) SAR...

ba-28ncc-557-09-2024 High Court (Mahkamah Tinggi) 3 November 2025 • BA-28NCC-557-09/2024

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

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.

Judges (1)

Raja Rozela binti Raja Toran Delivered

Parties (34)

ALPHACAPITAL BERHAD Respondent Abdul Rahman bin Mohd Nur Petitioner Abu Samah bin Sulaiman Petitioner Ahmad Taufiq Hidayat bin Ahmad Hassanudin Petitioner Asmah binti Awang Petitioner Dzafri Sham bin Ahmad Petitioner Fatimah Aliaa binti Azlan Petitioner Fatirah binti Sabil Petitioner Haleton binti Mohd Nor 43000 Kajang Selangor Petitioner Hana Hanuryana binti Md Jani Petitioner Izaham Shah bin Musa Petitioner Khairuddin bin Hj Osman Petitioner Mas Ayu binti Adnan Petitioner Mohamed Izham bin Ismail Petitioner Mohammad Kamil bin Jaafar Petitioner Mohd Azhar bin Zainal Abidin Petitioner Mohd Hussein bin Mohd Lasim Petitioner Mohd Jamel bin Abdul Rahman Petitioner Murni binti Adnan Petitioner Mutiara binti Adnan Petitioner Nor Aliza binti Jaafar Petitioner Norhazrin binti Azali Petitioner Norinah binti Mohamed Petitioner Norlidza binti Daud 81100 Johor Bahru, Johor Petitioner Norshazlina binti Azlan Petitioner Nurlina binti Mohd Lasim Petitioner Preima Devi a/p Appukutten Petitioner Sa'adah binti Mohd Amin Petitioner Safiah binti Samat Petitioner Saifuddin bin Omar Petitioner Sarah binti Harris Petitioner Sarah binti Kadir Shah Petitioner Siti Ayuni binti Hassanudin Petitioner Zawiah binti A.rahman Petitioner

Case Significance

1. ) NORINAH BINTI MOHAMED 2. ) MOHD JAMEL BIN ABDUL RAHMAN 3. ) SAFIAH BINTI... is a High Court (Mahkamah Tinggi) decision dated November 3, 2025 (citation: ba-28ncc-557-09-2024). The case was decided by Raja Rozela binti Raja Toran.

What was the outcome of 1. ) NORINAH BINTI MOHAMED 2. ) MOHD JAMEL BIN ABDUL RAHMAN 3. ) SAFIAH BINTI...?

1. ) NORINAH BINTI MOHAMED 2. ) MOHD JAMEL BIN ABDUL RAHMAN 3. ) SAFIAH BINTI... is a High Court decision dated November 3, 2025. The case was heard by Raja Rozela binti Raja Toran. See the full judgment for details.