Laman Kejora Sdn Bhd

On the court record

A company litigating the stay and alleged misuse of winding-up under section 351 of the Companies Act 2016, entangled with minority-oppression and directors'-duty claims and post-winding-up leave and joinder requirements.

Laman Kejora Sdn Bhd appears in the corpus in company and insolvency litigation centred on the winding-up process and its interaction with a shareholder and directors' dispute. It appears as petitioner, defendant, applicant and appellant across the High Court and Court of Appeal.

The winding-up strand raises the recurring question of when the process may be stayed or is being misused. In one matter the court considered a stay of winding-up proceedings on the ground of special circumstances — a pending appeal against a judgment in a related suit and the pendency of a buy-out order in minority-oppression proceedings — asking whether the pending appeal operated as a stay of execution and whether the multiplicity of proceedings amounted to an abuse. At the Court of Appeal the theme was the misuse of a company's winding-up process and the statutory remedies under section 351 of the Companies Act 2016.

The directors' and post-winding-up strands complete the picture. In one suit the plaintiffs alleged that a managing director had breached his duties and obligations, the claim resting on a consent judgment and on breaches of directors' duties. In a post-winding-up context the court considered whether leave was required under sections 351, 461, 482(b), 486(2) and 510 of the Companies Act 2016, whether it had jurisdiction to grant the declaratory and injunctive relief sought, and whether the application was defective for failing to join a necessary party. A related interlocutory-injunction application engaged the American Cyanamid principles and foundered in part on the absence of a necessary party — the liquidator not having been joined, with leave to proceed against the liquidator pending in another court. The company's footprint is a study in how winding up, minority oppression and directors' duties become entangled, and in the leave and joinder requirements that govern proceedings once a company is in liquidation.