A director cannot claim oppression while being complicit in the alleged statutory non-compliance of the company.

A. Factual Background Of The Appeal

[1] There are two related appeals before us namely; (i) Rayuan Sivil No: W 02(NCC)(A)-1801-09-2021 ("Appeal 1801") and (ii) Rayuan Sivil No: W-02(IM)(NCC)-1488-08-2021 ("Appeal 1488"). Appeal 1801 is regarding the Respondent's Oppression Action against the Appellants via Originating Summons (OS Action) which was allowed by the learned Judicial Commissioner (JC) mainly on the grounds of statutory non-compliances against the Companies Act 2016 and alleged misappropriation of monies to other companies within the same family group of companies.

[2] Appeal 1488 arises out of the Appellants' application to convert the OS Action into a writ action which was dismissed by the learned JC.

[3] The Appellants (respondents in the OS Action) contested against the oppression OS Action on the basis that it was not at all based on a genuine complaint of minority oppression but was instead a mala fide attempt to fashion some corporate wrongs (which are admitted by the Appellants) as a facade to spite some of the Appellants for the Respondent's inability to participate in one of the more lucrative corporate arms in the family group of companies.

[4] The Appellants also strenuously contend that the Respondent is not innocent as he was complicit (as a company Director) in the admitted statutory non-compliances and was also the signatory to all the alleged transactions which the Respondent now alleges to be misappropriation. The Appellants also alleged that the Respondent's allegation of misappropriation of monies intentionally omits the consideration of the fact that far larger sum of monies have also been paid into the Respondent's company from the other corporate arms of the family group of companies.

[5] For a better understanding of the matter at hand, it is necessary to set out the facts of the case that led to the OS Action being filed. The parties will be referred to as they were before in the High Court below.

[6] The Applicant in the OS Action is Ho Yaw Ming ("the Plaintiff"). The Plaintiff is the eldest brother to Ho Yau Hong ("the 1st Defendant / D1"). The Plaintiff and D1 are co-Directors and co-Shareholders of the 3rd Defendant, MHW Industrial Automation Sdn Bhd ("MIASB") as well as the 4th Defendant, MHW Computer Services Sdn Bhd ("MCSSB") together with another brother by the name of Ho Yau Way ("Gary").

[7] MIASB and MCSSB were both incorporated circa 1992. It is undisputed that the management and business of both MIASB and MCSSB was entrusted to the 1st Defendant, although the Plaintiff also sat in the Board of Directors of both MIASB and MCSSB. For many years, there was nary a complaint from the Plaintiff as he himself (together with the entire family) were all paid and enjoyed the fruits of the businesses of MIASB and MCSSB. After almost 20 years of prosperous business of MIASB and MCSSB, the 1st Defendant and Gary felt that it was an opportune time to venture into a new business (although this time without the involvement of the Plaintiff). Thereafter, Ebook Keeping Outsource Sdn Bhd ("Ebook") was incorporated circa 2011.

[8] Although the Plaintiff had no shareholding or interest whatsoever in Ebook, the 1st Defendant, still out of his own generosity, considered Ebook as part of the family group of companies and still made gratuitous payments to the Plaintiff from the profits of Ebook.

[9] In the grand scheme of the family group of companies, there were various inter-company transactions as the companies were all considered to be the cogs in the large commercial machinery that is the family group of companies. In fact, it is an admitted fact that the Plaintiff was a signatory to all of