KOAY PENG SOON 1. ) LEE SEIK FUN 2. ) LIM LEONG CHUAN 3. ) ENPRO SOLUTIONS SDN BHD 4. ) ABRE ENGINEERING SDN BHD 5. ) ENPRO TEKNOLOGI SDN BHD 6. ) ENPRO ENGINEERING SDN BHD

KOAY PENG SOON 1. ) LEE SEIK FUN 2. ) LIM LEONG CHUAN 3. ) ENPRO SOLUTIONS SDN BHD 4. ) ABRE ENGINEERING SDN BHD 5. ) ENPRO TEKNOLOGI SDN BHD 6. ) ENPRO ENGINEERING SDN BHD

On the balance of probabilities the majority directors denied the Plaintiff access to company financial information and transferred substantial funds to related companies without proper authorization or contemporaneous documentation; that conduct constituted oppression under s346 Companies Act 2016 and the appropriate equitable remedy is a court‑directed buy‑out of the Plaintiff's 30% shareholding with valuation that accounts for improperly diverted funds and excludes a minority discount; the defendants' counterclaim failed procedurally and on the evidence.

Citation
WA-24NCC-329-07/2024 (Mahkamah Tinggi)
Parties
Plaintiff: KOAY PENG SOON; Defendant: LEE SEIK FUN; Defendant: LIM LEONG CHUAN; Defendant: ENPRO SOLUTIONS SDN BHD; Defendant: ABRE ENGINEERING SDN BHD; Defendant: ENPRO TEKNOLOGI SDN BHD; Defendant: ENPRO ENGINEERING SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
14 April 2025
Case Number
WA-24NCC-329-07/2024 (Mahkamah Tinggi)
Procedural Posture
Originating Summons Under Section 346 Companies Act 2016 (minority Oppression) / Final Judgment and Orders
Outcome
Judgment for Plaintiff on oppression claim; counterclaim dismissed
Legal Topics
Oppression Under S346, Minority Shareholder Relief, Buy‑out Order, Related‑party Transactions, Valuation Principles, Counterclaim Procedure
Source Language
Malay/English
Company Law Commercial Law Equity Civil Procedure Oppression Under S346 Minority Shareholder Relief Buy‑out Order Related‑party Transactions +2 more

Case Brief

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Parties

KOAY PENG SOON

Plaintiff

LEE SEIK FUN

Defendant

LIM LEONG CHUAN

Defendant

ENPRO SOLUTIONS SDN BHD

Defendant

ABRE ENGINEERING SDN BHD

Defendant

ENPRO TEKNOLOGI SDN BHD

Defendant

ENPRO ENGINEERING SDN BHD

Defendant

Procedural Posture

Originating Summons Under Section 346 Companies Act 2016 (minority Oppression) / Final Judgment and Orders

Legal Issues

  1. 1 Whether majority directors denied minority director access to company accounts
  2. 2 Whether funds were improperly diverted from the company to related entities owned by majority shareholders
  3. 3 Whether conduct amounted to oppression under s346 Companies Act 2016

Ratio Decidendi

On the balance of probabilities the majority directors denied the Plaintiff access to company financial information and transferred substantial funds to related companies without proper authorization or contemporaneous documentation; that conduct constituted oppression under s346 Companies Act 2016 and the appropriate equitable remedy is a court‑directed buy‑out of the Plaintiff's 30% shareholding with valuation that accounts for improperly diverted funds and excludes a minority discount; the defendants' counterclaim failed procedurally and on the evidence.

Court Disposition

Judgment for Plaintiff on oppression claim; counterclaim dismissed

Orders

  • Declaration that D1 and D2 conducted the affairs of Enpro Solutions Sdn Bhd in an oppressive manner and in disregard of the Plaintiff's interests within s346 Companies Act 2016
  • Declaration that transfers totaling RM2,036,673.63 to Enpro Teknologi Sdn Bhd and Enpro Engineering Sdn Bhd and RM250,000.00 to Abre Engineering Sdn Bhd were conducted in a manner unfairly discriminatory or prejudicial to the Plaintiff