Beneficial owners of shares may have locus standi to sue for oppression despite not being registered members, depending on the context and prior acknowledgments of their shareholder status.

JUDGMENT

Ong Chee Kwan JC:

Preliminary

[1] This Originating Summons No W-22NCC-292-05/2 019 ('OS 292')is an oppression suit filed by the Plaintiffs against the 1st and 2nd Defendants under s 346 of the Companies Act 2016 (' CA 2016') concerning theconduct in the affairs of the 3rd Defendant, G&P Structures Sdn Bhd ('G&P Structures').

[2] The judgment deals with, inter alia, the issue of locus standi of beneficial owners of shares in G&P Structures to commence an oppression action and whether breaches of shareholders' agreement and company policy can be grounds for oppression.

Background Facts

[3] About 20 years ago, the 2nd Plaintiff ('Tan') and the 3rd Plaintiff ('Liew') joined the 1st Plaintiff ('Dato' Gue') to form Gue & Partners Sdn Bhd, which is now known a s G&P Geotechnics Sdn Bhd ('G&P Geotechnics'). G&P Geotechnics' principal business is to undertake and execute geotechnical engineering consultancy services in most fields of engineering.

[4] Over the years, Dato' Gue brought in expertsfrom a variety of other engineering fields and the Plaintiffs formed a number of specialist companies forthe purpose of providing those various engineering consultancy services ('GP Professionals Group'). They would offer the respective experts some shares in the company (around 50%to 70%) in which they would provide their services an d be responsible for the day-to-day operation of the newly fored company. These expert will then hold the remaining shares for one or more of the Plaintiffs as trustees ('Trust Arrangement').

[5] Upon the incorporation of the respective specialist companies, the Plaintiffs would then over see their operation and management. For example, either one or more of the Plaintiffs will also be involved in the affairs of the specialist companies by looking into, amongst others, the profit of the respective company, bonus and salary to the directors and staffs. The companies operate on a group basis to support and complement the business of oneanother as opposed to a parent-subsidiary structure. Inssence, the business relationship is based on mutual trust and confidence, the understanding and the Trust Arrangement outlined above.

[6] The G&P Professionals Group has expanded tremendously with the objective of offering and providing a one-s top value added professional engineering consulting services to its clients. To date, the specialist companies within the G&P Professionals Group comprise:

(1) G&P Professionals Sdn Bhd;

(2) G&P Geotechnics;

(3) G&P Structures;

(4) G&P Infra Sdn Bhd;

(5) G&P Claims & Contract Sdn Bhd;

(6) G&P Project Management Sdn Bhd;

(7) G&P Water & Maritime Sdn Bhd;

(8)G&P Highwas & Transportation Sdn Bhd;

(9) G&P Dams & Water Se rvices Sdn Bhd;

(10) NGI - G&P Sdn Bhd;

(11) G&P M&E Sdn Bhd;

(12) G&P Professionals (Sarawak) Sdn Bhd; and

(13) G&P Professionals (Sabah) Sdn Bhd.

[7] The business of th e G&P Profession als Group has also extended from Malaysia to Singapore and Cambodia. The G&P Professionals Group has its presence overseas through G&P R Inernational (Cambodia) Co Ltd, G&P Water (Singapore) Pte td and G&P - A A International Consultant Joint Stock Company.

The 1st Defendant's Entry Into The G&P Professionals Group

[8] Sometime in 2003, the 1st Defendant approached and informed Dato' Gue that he had left Meinhardt (M) Sdn Bhd in which he was a director at the time. As the 1st defendant specialises as a structural engineer, which is one of the sub-disciplines of civil engineering, Dato' Gue then invited the 1st Defendant to join the G&P Professionals Group by forcing a company that mainly deals in structural engineering. The 1st Defend ant agreed to join the G&P Professionals Group based on the broad terms and understanding above, including the Trust Arrangement.

[9] Followingthat, on 23 July 2003, the 1st Defendant and Tan formed the 3rd Defendant, ('G&P Structures') (known as G&P Engineering Consultants Sdn Bhd at the time) and they held 1 subscriber's share each. Both of them became the first directors of