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2025 MarsdenLR 3823

HIGH COURT MALAYA SHAH ALAM
SHAHIDA NABILA SERAT – Appellant
Versus
WAN SURAYA WAN ABDUL KADIR – Respondent


Petitioner Advocates:Muhd Zamir Aflah Mohd Amin ,Respondent Advocate: Brandon Cheah

Judgement Key Points

Certainly. Based on the provided legal document, here are the key points:

  • The originating summons brought under s 346 of the Companies Act 2016 was dismissed with costs of RM12,000.00, and the plaintiff filed an appeal against this decision (!) (!) .
  • The case involved two equal shareholders of a dental healthcare company, with disputes over operational procedures, decision-making, and proposed share sale and winding-up actions (!) (!) (!) .
  • The defendant proposed to sell her shares to the plaintiff for RM300,000.00, which the plaintiff argued was excessively high and unjustified (!) (!) .
  • The defendant also filed a winding-up petition against the company, which the plaintiff regarded as an act of bad faith (!) .
  • The plaintiff claimed that the defendant's conduct, including the share sale proposal and the winding-up petition, was oppressive, especially given the deadlock in management and alleged misconduct in company operations (!) (!) .
  • The court examined whether the conduct of the defendant was oppressive under the legal criteria for s 346 of the Companies Act 2016, focusing on acts or omissions that are oppressive or prejudicial to the shareholder and whether the injury is personal and distinct from that of the company or other shareholders (!) (!) (!) .
  • The court found that the plaintiff did not establish any personal loss or harm resulting from the defendant's conduct, and the alleged acts did not meet the threshold of oppression (!) (!) (!) (!) (!) (!) .
  • The court concluded that the disputes were primarily due to divergent management approaches and did not constitute oppressive conduct under s 346. The court emphasized that remedies under this section are discretionary and not obligatory (!) (!) (!) (!) (!) (!) .
  • Accordingly, the court dismissed the case with costs, reaffirming that oppression was not established and that the remedy under s 346 was not warranted in this instance (!) (!) (!) .

Please let me know if you need further analysis or specific legal advice based on this case.


JUDGMENT

Indra Nehru Savandiah J:

Introduction

[1] The originating summons for remedies under s 346 of the Companies Act 2016 was dismissed with costs of RM12,000.00.

[2] The plaintiff, dissatisfied with the court's decision here, filed an appeal.

Salient Facts Of The Case

[3] The plaintiff and the defendant are equal shareholders of a company known as Srikandi Ayla Sdn Bhd, which was incorporated on 18 August 2022. The company's primary objective is to provide dental healthcare services.

[4] Both the plaintiff and the defendant are qualified dental practitioners. They each hold 150,000.00 ordinary shares, totalling 300,000.00 issued ordinary shares. They have each contributed RM150,000.00 in paid-up capital.

[5] The plaintiff and the defendant had a series of disagreements over the company's operational procedures and decision-making processes, which subsequently impacted its management and overall functioning. The defendant ceased work on 26 July 2024.

[6] The defendant proposed to sell her shares to the plaintiff for a sum of RM300,000.00, payable in three monthly instalments beginning in September 2024.

[7] However, the plaintiff argues that the offered price of RM300,000.00 was excessiv


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