Malaysia Case Law: Decisions & Judgments

Topic

Oppression of minority shareholders

Legal area

Court

26 Dec 2025

1. ) LIM TITT HUAT 2. ) LIM WOOI BOO 1. ) TAN SAY KENG 2. ) TAN TENG TENG 3. ) OH TEIK GEE 4. ) RODA BERLIAN (M) SDN BHD

Citation

WA-24NCC-118-03/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-118-03/2024 (Mahkamah Tinggi)

The court held that Roda Berlian is a quasi‑partnership and the Plaintiffs had a legitimate expectation to participate in management; the removal of the Plaintiffs was not justified by the 1st Plaintiff's convictions which lacked sufficient nexus and were employed as a pretext to consolidate majority control; viewed cumulatively the exclusion and conduct amounted to oppression under s346 CA 2016 and warrant equitable relief including a compulsory valuation and buy‑out of the Plaintiffs' shares as at 21 April 2021.
11 Sept 2025

WONG CHONG KIEW 1. ) CHEMIE ALLIANCE SDN BHD 2. ) LEE HOCK SENG

Citation

BA-24NCC-70-07/2025 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-70-07/2025 (Mahkamah Tinggi)

The written members' resolution dated 30.5.2025 was validly passed by the required majority and in accordance with the company constitution; the plaintiff failed to discharge the burden of proving oppression or disregard under s346 as the plaintiff received notice, the sale was supported by credible JPPH valuations and there was no evidence that nominees were controlled to the prejudice of the company; therefore the petition is dismissed and interlocutory injunction is refused.
29 Nov 2024

LAI CHEE LEONG 1. ) TIF HOLDINGS SDN. BHD. 2. ) LIAW YEE KHAI 3. ) EDWIN LOH KHENG HUI

Citation

BA-24NCC-69-06/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-69-06/2023 (Mahkamah Tinggi)

Plaintiff's claim dismissed because he was not entitled to management information beyond statutory rights after resigning as director, his assertions of legitimate expectation were uncorroborated and the conduct of the 2nd and 3rd Defendants did not amount to oppression under s.346 Companies Act 2016 as there was no design to benefit the majority or prejudice the minority.
23 Apr 2024

1. ) YEW SOW CHEE 2. ) ANDRE SOON WI LI 1. ) ABD SAMAD BIN AHMAD 2. ) ABD MANAF BIN MAJID 3. ) MASERI BIN BASIRAH 4. ) SELASIAH BNITI ABDUL RAHMAN 5. ) ART BEST VENTURES SDN BHD

Citation

PA-24NCC-28-11/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCC-28-11/2020 (Mahkamah Tinggi)

On the evidence in affidavits and contemporaneous documents the court concluded the Form 32A transfers and attendant conduct established a remedial constructive (bare) trust over the 27 shares in favour of P2, warranted rectification and registration under ss103/107 and compliance orders under s585/ss57-58 CA2016; found majority conduct amounted to oppression under s346 CA2016 (exclusion from management and no reasonable buy-out), and exercised discretion to order a court‑supervised buy‑out with independent valuation, to cancel the impugned company secretary change, award nominal damages and…
15 Mar 2024

V.S. Industry Berhad 1. ) Lim Chang Huat 2. ) Lim Chee Kon 3. ) Chow Chun Pooi @ Chow Chan Leong 4. ) NEP Holdings (Malaysia) Berhad

Citation

WA-24NCC-400-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-400-07/2023 (Mahkamah Tinggi)

The application to convert the originating summons into a writ was dismissed because the applicants failed to prove any conflicting material facts or fraud that would necessitate viva voce evidence; the issues can be fairly determined on affidavit and documentary evidence and conversion would conflict with the norm under Order 88 Rule 2 for company matters.
24 Jan 2024

WONG SEE KEONG 1. ) CHIN SU FAH 2. ) EWE THUAN HO 3. ) PEE SEE & SONS SDN BHD 4. ) JITSIN PACK SDN BHD

Citation

AA-24NCC-13-06/2023 (Mahkamah Tinggi)
Court

High Court
Case number

AA-24NCC-13-06/2023 (Mahkamah Tinggi)

The plaintiff failed to prove oppression, disregard, unfair discrimination or prejudice to him as a shareholder under s.346: evidence showed resignation and approval of key resolutions by the plaintiff, no demonstrable individual prejudice or distinct financial loss, alleged wrongs were corporate/management matters (or employment issues) for the company or other fora, and thus no relief under s.346 was justified; claim dismissed with costs.
13 Jan 2022

1. LECHEMANAN PLANTATIONS SDN BHD (COMPANY NO.: 66807-M) 2. KARAPIAH A/L RAMASAMY 3. DANALETCHMY A/P RAMAKRISHNAN 4. KALADEVI A/P KARAPIAH 5. MATOAN A/L RAMAKRISHNAN LAIN-LAIN 1. KANIAMMAH A/P SUPPIAH 2. LECHEMANAN A/L PITCHAMUTHOO ... PETI

Citation

JB-28NCC-11-03/2020 (Mahkamah Tinggi)
Court

High Court
Case number

JB-28NCC-11-03/2020 (Mahkamah Tinggi)

The court found just and equitable grounds to wind up Lechemanan Plantations Sdn Bhd because petitioners were excluded from management, directors failed to provide accounts or explanations and acted to the detriment of minority shareholders, the company had lost its substratum and the respondents did not contradict the material allegations; accordingly the winding up order was granted with costs.

Malaysia Case Law

1. ) LIM TITT HUAT 2. ) LIM WOOI BOO 1. ) TAN SAY KENG 2. ) TAN TENG TENG 3. ) OH TEIK GEE 4. ) RODA BERLIAN (M) SDN BHD

WONG CHONG KIEW 1. ) CHEMIE ALLIANCE SDN BHD 2. ) LEE HOCK SENG

LAI CHEE LEONG 1. ) TIF HOLDINGS SDN. BHD. 2. ) LIAW YEE KHAI 3. ) EDWIN LOH KHENG HUI

1. ) YEW SOW CHEE 2. ) ANDRE SOON WI LI 1. ) ABD SAMAD BIN AHMAD 2. ) ABD MANAF BIN MAJID 3. ) MASERI BIN BASIRAH 4. ) SELASIAH BNITI ABDUL RAHMAN 5. ) ART BEST VENTURES SDN BHD

V.S. Industry Berhad 1. ) Lim Chang Huat 2. ) Lim Chee Kon 3. ) Chow Chun Pooi @ Chow Chan Leong 4. ) NEP Holdings (Malaysia) Berhad

WONG SEE KEONG 1. ) CHIN SU FAH 2. ) EWE THUAN HO 3. ) PEE SEE & SONS SDN BHD 4. ) JITSIN PACK SDN BHD

1. LECHEMANAN PLANTATIONS SDN BHD (COMPANY NO.: 66807-M) 2. KARAPIAH A/L RAMASAMY 3. DANALETCHMY A/P RAMAKRISHNAN 4. KALADEVI A/P KARAPIAH 5. MATOAN A/L RAMAKRISHNAN LAIN-LAIN 1. KANIAMMAH A/P SUPPIAH 2. LECHEMANAN A/L PITCHAMUTHOO ... PETI