Malaysia Case Law: Decisions & Judgments

Topic

Minority shareholder remedies

Legal area

Court

19 May 2023

Le Apple Boutique Hotel Sdn Bhd KEEN SOLUTION SDN. BHD.

Citation

W-02(NCC)(A)-1004-06/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-1004-06/2022 (Mahkamah Rayuan)

The Court found the petition was an abuse of process motivated to stifle LABHKLCC's live litigation through related companies, the High Court erred in refusing to probe the alter egos and in deciding subjudice issues, and there was insufficient evidence of the alleged oral JV or that the company had ceased business; accordingly both appeals were allowed and the winding up order (and liquidator appointment) set aside with costs.
13 Sept 2022

Yudishthiran A/L Doraisamy 1. ) Sugumaran A/L Sinnasamy 2. ) Usah Rani A/P Shanmugam 3. ) Kausaliya A/P Sugumaran 4. ) S. Vimalan A/L Sugumaran 5. ) Vimal Auto-Liner Sdn Bhd 6. ) Vimal Bodyworks Sdn Bhd 7. ) Vimal Trading Sdn Bhd

Citation

WA-24NCC-653-12/2018 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-653-12/2018 (Mahkamah Tinggi)

Cumulative findings established that the majority shareholders/directors engaged in a course of conduct amounting to oppression under s.346 CA 2016: unilateral, surreptitious acts (forged signatures; unauthorised purchase of a luxury vehicle with company funds; diversion of a business opportunity to a company owned by the majority; exclusion of the minority from management; and refusal to transfer agreed land) demonstrated a visible departure from standards of fair dealing. The appropriate remedy is to order the majority (1st–4th Defendants) to purchase the Plaintiff’s shares; if they are unw…
18 Jan 2022

NG HOW SHEN 1. NG HOW ANN 2. NG KOK KEH 3. NG BEE NGOH 4. NG MEE CHIN 5. NG HOW MING 6. NKS HOTEL & TRAVEL SDN BHD 7. COSYMARK VENTURE SDN BHD

Citation

CB-24NCC-4-07/2021 (Mahkamah Tinggi)
Court

High Court
Case number

CB-24NCC-4-07/2021 (Mahkamah Tinggi)

Plaintiff failed to prove the requisite unfairness or oppressive intent under s.346; removal as director by majority at EGM based on allegations (two cheques) did not, on the affidavit material, demonstrate deliberate conduct intended to unfairly prejudice the plaintiff as minority shareholder or a sufficiently close nexus to warrant imposing liability on the defendants; therefore s.346 relief was not justified and the application is dismissed.
7 Sept 2021

NG HOW SHEN NG HOW ANN & 6 YANG LAIN

Citation

CB-24NCC-4-07/2021 (Mahkamah Tinggi)
Court

High Court
Case number

CB-24NCC-4-07/2021 (Mahkamah Tinggi)

At interlocutory stage the court will grant discovery only of documents that are in existence, in the opponent's possession/custody/power and necessary for disposing fairly of the proceedings; applying those tests the court refused the majority of the disclosure sought (documents relating to appointment of solicitors and sale of land) as not necessary at this stage and not shown to exist or be material, and concluded that interlocutory disclosure was not warranted for those categories.
9 Nov 2020

1. Fazal Ellahi Oli Mohamed 2. Abdul Careem s/o Oli Mohamed K.M. Oli Mohamed Sdn Bhd

Citation

WA-24NCC-251-07/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-251-07/2020 (Mahkamah Tinggi)

Leave was refused because applicants failed to establish essential wrongdoer control; they produced only suspicion and no prima facie evidence of secret profits or loss to the company; they failed the good faith test given inordinate delay, acquiescence (second applicant involvement in franchise), potential collateral motives and absence of an arguable case, and the proposed claim was not shown to be in the company’s best interests.

Malaysia Case Law

Le Apple Boutique Hotel Sdn Bhd KEEN SOLUTION SDN. BHD.

Yudishthiran A/L Doraisamy 1. ) Sugumaran A/L Sinnasamy 2. ) Usah Rani A/P Shanmugam 3. ) Kausaliya A/P Sugumaran 4. ) S. Vimalan A/L Sugumaran 5. ) Vimal Auto-Liner Sdn Bhd 6. ) Vimal Bodyworks Sdn Bhd 7. ) Vimal Trading Sdn Bhd

NG HOW SHEN 1. NG HOW ANN 2. NG KOK KEH 3. NG BEE NGOH 4. NG MEE CHIN 5. NG HOW MING 6. NKS HOTEL & TRAVEL SDN BHD 7. COSYMARK VENTURE SDN BHD

NG HOW SHEN NG HOW ANN & 6 YANG LAIN

1. Fazal Ellahi Oli Mohamed 2. Abdul Careem s/o Oli Mohamed K.M. Oli Mohamed Sdn Bhd