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HIGH COURT MALAYA KUALA LUMPUR
NG PIK LIAN – Appellant
Versus
UNITED EASTERN RESOURCES SDN BHD & ORS – Respondent
[Originating Summons No: 24NCC-49-02-2013]
Certainly. Based on the provided legal document, here are the key points summarized:
The case involves an originating summons filed under section 181 of the Companies Act 1965, which alleges oppressive conduct by a director against minority shareholders (!) (!) .
The plaintiff, Ng Pik Lian, is a director and shareholder of the 1st defendant, United Eastern Resources Sdn Bhd (United Eastern) (!) (!) , but not a shareholder of the 2nd defendant, Safety Capital Sdn Bhd (Safety Capital) (!) .
The 1st defendant, United Eastern, is an investment holding company with significant shares in the 2nd defendant, which is a private company (!) (!) .
The 3rd defendant, Tai May Chean, is a director and shareholder of the 1st defendant and also a director of the 2nd defendant, and is the plaintiff's daughter (!) (!) .
Other defendants include Chuah Kim Seng, who was a director of the 2nd defendant until 2014, and Low Wee Peng, a current director of the 2nd defendant (!) (!) .
The plaintiff's claims focus on alleged oppressive conduct by the 3rd defendant concerning her management and conduct in the 1st and 2nd defendants, including holding shares as a nominee, executing pre-signed transfer forms, and resignations (!) (!) (!) .
The plaintiff seeks various orders, including accounts of funds and assets, damages for breach of fiduciary duties, declarations regarding the nominee nature of the 3rd defendant's shareholdings, and injunctions to restrain certain conduct (!) - (!) .
The 3rd defendant denies being a nominee or trustee, asserting that she holds her shares in her own right since incorporation, and disputes the characterization of the companies involved as family companies (!) - (!) .
The case also involves procedural applications, with the court dismissing applications for stay and striking out, and addressing the impact of a subsidiary’s affairs on the parent company's proceedings [legal_summary].
The court emphasized the importance of safeguarding minority shareholder rights and recognized that a subsidiary’s conduct could affect proceedings related to the parent company, even when the conduct concerns a subsidiary [judgement_subject].
Please let me know if you need further analysis or specific legal advice related to this case.
| Table of Content |
|---|
| 1. plaintiff alleges oppressive conduct affecting company affairs. (Para 1 , 4 , 5 , 6) |
| 2. oppressive conduct as grounds for claims. (Para 10) |
[1] The plaintiff filed an originating summons OS No 24NCC-49-02-2013 (the OS) under s 181 of the Companies Act 1965 ( CA 1965) alleging oppressive conducts on the part of the 3rd defendant in relation to the 1st and 2nd defendants.
[2] Three interlocutory applications were filed:
(a) Enclosure 53 - the 3rd defendant's application for injunctive relief against the plaintiff;
(b) Enclosure 62 - the plaintiff's application for stay of the OS proceedings pending the disposal of the appeal filed by the plaintiff against the High Court decision in Kuala Lumpur High Court Civil Suit No 22NCC-497-07-2-2013 (Suit 497); and
(c) Enclosure 68 - the application by the 2nd and 4th defendants for the OS to be strike out.
[3] Having considered the parties' submissions and the affidavits filed thereto, I allowed encl 53 and dismissed both encls 62 and 68. The plaintiff, the 2nd and 4th defendants appealed against the dismissal of encls 62 and 68 respectively. No appeal was filed against my decision in respect of encl 53. Thus the grounds herein are only in respect of my decision for encls 62 and 68.
Parties
[4] The plaintiff, Ng Pik Lian, is a Director and shareholder of the 1st defendant. It is an undisputed fact that the plaintiff is not a member or shareholder of the 2nd defendant.
[5] The 1st defendant, United Eastern Resources Sdn Bhd (United Eastern) is a private company incorporated on 8 January 1997. It is an investment holding company and one of its principal assets is its 26,839,983 ordinary shares in the 2nd defendant.
[6] The 2nd defendant, Safety Capital Sdn Bhd (Safety Capital), is a private company incorporated on 23 November 1995. Its shareholders are the 1st defendant which holds 26,839.983 ordinary shares in it which makes up 67% of the total issued share capital of the 2nd defendant.
[7] The 3rd defendant, Tai May Chean, is the other Director and shareholder of the 1st defendant. Tai May Chean is the plaintiff's daughter. She was appointed to the board of the 2nd defendant Safety Capital on 26 February 2009.
[8] The 4th defendant, Chuah Kim Seng, was appointed a Director of the 2nd defendant but ceased to be so with effect from 1 October 2014.
[9] The 5th defendant (5th defendant), Low Wee Peng, is a Director of the 2nd defendant Safety Capital. He was appointed to the board on 16 May 2007.
Factual Background
[10] The plaintiff's complaints as stated in the OS are primarily against the 3rd defendant as regard to her conduct in the 1st defendant United Eastern and the 2nd defendant Safety Capital.
[11] In the OS, the plaintiff seeks various orders which are reproduced verbatim below:
1. An order that the defendants within such time as this Honourable Court shall determine render an account to the plaintiff of the funds and assets of 1st and 2nd defendants;
2. an order for payment by the 3rd, 4th and/or 5th defendants to the 1st and/or 2nd defendants, as the case may be, of all sums which this Honourable Court determines shall be payable to the 1st and/ or 2nd defendants on the taking of the account under prayer 1 above;
3. further and/or in the alternative, an account of profit made by the 3rd, 4th and/or 5th defendants and the payment of all sums found due to the 1st and/or 2nd defendants on taking such account;
4. damages for, inter alia, breach of fiduciary duties and/or adding and abetting in a breach of fiduciary duties to be assessed against the 3rd, 4th and/or 5th defendants;
5. a declaration that the plaintiff is at liberty to give effect to the Pre- Signed Nominee Documents of the 3rd defendant as defined in the Affidavit in Support;
6. an injunction to restrain the 3rd defendant from acting as a Director of the 1st and 2nd defendants;
7. an injunction to restrain the 4th and 5th defendants from acting as Directors of the 2nd defendant;
8. an injunction to restrain the 3rd defendan
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