Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2024 MarsdenLR 984

HIGH COURT MALAYA IPOH
WONG SEE KEONG – Appellant
Versus
CHIN SU FAH & ORS – Respondent

Petitioner Advocates:James Hantzen Ong,Ong Hui Xue ,Respondent Advocate: Domnic Selvama Gnanapragasam

Judgement Key Points

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

Question 1?

How to determine whether a minority shareholder has suffered oppression or disregard of interests under Section 346 of the Companies Act 2016.

Question 2?

What is the test for legitimate expectation or quasi-partnership in relation to minority shareholders’ rights to participate in management?

Question 3?

What reliefs are available under Section 346(2) and when may the court wind up a company as a remedy?

JUDGMENT

Abdul Wahab Mohamed J:

Introduction

[1] The Plaintiff is a minority shareholder (17.6%) of Jitsin Pack Sdn Bhd ("the Company"). The Plaintiff had mounted an oppression claim against the Defendants pursuant to s 346 of the Companies Act 2016 , asserting that the Company's affairs were administered in a manner oppressive to the Plaintiff as a minority shareholder.

[2] The Plaintiff sought to compel the 1st to 3rd Defendants to acquire all of the Plaintiff's shares in the Company or to initiate a winding-up of the Company as a consequence.

Background Facts

[3] The Plaintiff has served as the Managing Director of the Company since its formation in 1984 until 24 June 2022; and as Director until 23 June 2023.

The shareholdings of the Company are split in the following manner:

[4] At the time of filing this proceeding, the 1st Defendant, the 2nd Defendant, Chin Si Loo ("CSL"), Chin Kin Liew ("CKL") and the Plaintiff held directorial positions within the Company. The Plaintiff was not re-elected as a Director at the Annual General Meeting ("AGM") held on 23 June 2023, while the others remained as Directors of the Company.

[5] The 1st Defendant, CSL, and CKL, are brothers; and the 1st Def

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