Back
HIGH COURT MALAYA KUALA LUMPUR
VENKATESWARA RAO KRISHNAN – Appellant
Versus
FWG GLOBAL SDN BHD & ORS & ANOTHER CASE – Respondent
The part that indicates the shares transfer to the holding company is not considered oppression is found in the section discussing the transfer agreement and the conduct of the parties. It states that the defendant's refusal to transfer shares was unjustified, but ultimately, the court viewed the delay as waivable and not of the essence once the parties agreed to the removal of the caveat and the transfer. The court emphasized that the defendant had accepted the removal of the caveat and had the opportunity to perform the transfer but failed to do so, and that such delay could be treated as a waiver of the time condition. The court also found that the plaintiff had fulfilled all his obligations, and the only remaining act was for the defendant to perform his part, which was to transfer the shares. The court ordered specific performance, indicating that the transfer of shares was not inherently oppressive but rather a matter of contractual compliance that the defendant was obliged to fulfill.
JUDGMENT
Introduction
[1] On 11 May 2022, Dr Venkateswara Rao ("Dr Rao") filed a minority oppression action under s 346 of the Companies Act 2016vide the Originating Summons No WA-24NCC-655-05/2022 against FWG Global Sdn Bhd("FWG Global"), Datin Sri Sarasvathy a/p Gopalu ("Datin Sri Sarasvathy"), Datuk Chandrakumanan a/l Arumugam (" Datuk Chandrakumanan") and City Health Care Clinic Sdn Bhd ("CHC") seeking an order that FWG, Datin Sri Sarasvathy and Datuk Chandrakumanan do purchase all his 576,000 shares in CHC at the market value or alternatively for CHC to be wound up ("OS 655").
[2] OS 655 was in fact filed two days after Dato' Sri Gandhi a/l Muthusamy ("Dato Sri Gandhi"), FWG Global, Datin Sri Sarasvathy and Datuk Chandrakumanan had filed the civil suit WA-22NCC-188-05/2022 against Dr Rao for an order of specific performance of an agreement reached on 28 November 2020 where Dr Rao had agreed to transfer all his 576,000 shares in CHC to Dato' Sri Gandhi or his nominees for RM1 million ("Suit 188").
[3] As the defences raised by Dr Rao in Suit 188 are substantially the same as the issues raised by him in OS 655 as grounds for his oppression action, sometime on 27 July
An indispensable Tool for Legal Professionals, Endorsed by Various High Court and Judicial Officers
Please visit our Training & Support
Center or Contact Us for assistance
Scan Me!
India’s Legal research and Law Firm App, Download now!
For Daily Legal Updates, Join us on :
Back to top
