Primabumi Pte. Ltd (Primabumi) was incorporated on 5 January 2013. Primabumis business is importing and exporting halal processed food between Malaysia and Australia. Amir, Nina, and Aby are the directors and shareholders of Primabumi. Nina and Aby are sisters and both refused to have direct communication with other directors for the past two months. They contended that they could not agree on the management of the company. In addition, there had been accusations of misconduct, which had led to bitter resentment and they could not agree on any matter relating to the future governance of the company.

Meanwhile Raja who owns 10% of the companys shares was deliberately excluded from the management and operation of Primabumi since four months ago. Raja argued that when he joined Primabumi as a shareholder and then later was appointed as one of the directors there was an understanding that he has the right to involve in the management and operation of the company.

Aby, Nina and Raja come to see you and they want to know whether they have the locus standi and on what grounds should they apply to the court to wind up the company. They also want to know about a few matters such as how to differentiate between members voluntary winding up and creditors voluntary winding up and if liquidator is appointed what is his or her fiduciary duties?

Advise Aby, Nina and Raja on the following:

1. Why only those who have a locus standi can petition to the court for winding up?

(3 marks

2. TWO (2) grounds for Aby, Nina and Raja to petition for the company to be wound up by the court on just and equitable ground. For each explanation support with ONE (1) decided case. (8 marks)

3. What are TWO (2) main differences between members voluntary winding up and creditors voluntary winding up?

(3 marks)

4. TWO (2) fiduciary duties of liquidator? For each explanation support with ONE (1) decided case.