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2021 MarsdenLR 1083

HIGH COURT MALAYA KUALA LUMPUR
IMPRESIVE CIRCUIT SDN BHD – Appellant
Versus
SETIA HARUMAN SDN BHD & ORS – Respondent

Petitioner Advocates:Ranjit Singh,CM Owee,Shermaljit Singh ,Respondent Advocate: Gopal Sri Ram,Pathmanathan,Shirin Pathmanathan,Fatin Muzfirah

Judgement Key Points

Key Points: - (!) (!) (!) - (!) (!) (!) - (!) (!) (!) (!)

What is the test for oppression under section 346 CA 2016 in relation to a member qua member?

What is required to prove oppression when the alleged understandings are not documented or common to all shareholders?

What is the court's conclusion on the existence of an Understanding/New Board Understanding and its impact on oppression claims?

JUDGMENT

Liza Chan Sow Keng JC:

Introduction

[1] Enclosure 1 is an Originating Summons ("OS") filed by Datuk Kasi a/l Palaniappan ("DK") as the 1st plaintiff and Impresive Circuit Sdn Bhd ("Impresive Circuit") as the 2nd plaintiff, under s 346 of the Companies Act 2016 (" CA 2016") alleging minority oppression in respect of the affairs of Setia Haruman Sdn Bhd ("Setia Haruman" and interchangeably "the Company").

[2] Pursuant to the 2nd to the 9th defendants' application, DK was struck out as a plaintiff for lack of locus standi on 25 April 2018 as he was not a shareholder of the Company. The 10th to 12th defendants were added as parties to the OS on the same day.

[3] I had dismissed the OS on 26 June 2021. The plaintiff has filed an appeal against my decision. These are the grounds for my decision.

Background And Parties

[4] The Company was incorporated on 28 March 1997 as a joint venture company to carry out the business of developing a new township, Cyberjaya comprising four shareholders invited by the Government of Malaysia to establish the Company holding shares as follows:

(i) UEM LAND BERHAD ("UEM" then known as Renong Berhad) - 25%
(ii) Landmarks Berhad - 25%
(iii) Country Heights

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2021 MarsdenLR 1083

HIGH COURT MALAYA KUALA LUMPURIMPRESIVE CIRCUIT SDN BHD – AppellantVersusSETIA HARUMAN SDN BHD & ORS – Respondent

What is the test for oppression under section 346 CA 2016 in relation to a member qua member?

What is required to prove oppression when the alleged understandings are not documented or common to all shareholders?

What is the court's conclusion on the existence of an Understanding/New Board Understanding and its impact on oppression claims?

Cases Referred (2)

HIGH COURT MALAYA KUALA LUMPUR
IMPRESIVE CIRCUIT SDN BHD – Appellant
Versus
SETIA HARUMAN SDN BHD & ORS – Respondent