JUDGMENT

Leong Wai Hong J:

[To Determine Share Price Buyout After Oppression Petition Granted]

Issue

[1] The main issue before me is to determine the share price buyout after relief for an Amended Oppression Petition was granted pursuant to a trial in which witnesses were called and cross-examined.

Preliminary Observations

[2] I heard counsel on 24 October 2025 and delivered decision on the same day. These are my Grounds of Judgment.

[3] There is a useful summary listing out parties' valuations on the items in dispute and not in dispute that will determine the share price buyout ["Summary"]. [See para [135] affidavit affirmed by Liew Kim Yuen dated 1 April 2022 verifying the accountant's rebuttal report by FHMH (marked as LKY-2) at p 81 bottom pagination].

[4] However, I should caution some of the figures do not reflect the current position of the 2nd, 4th, 5th, 6th and 7th Respondents as set out in their written submissions filed after this summary dated 1 April 2022. For example, compare RWS-1 paras [68]-[69] and the Summary on the adjusted NAV value and the petitioner's 40% share value.

Historical Introduction

[5] The Petitioner is Rinota Construction Sdn Bhd. The 1st Respondent is Mascon Rinota Sdn Bhd. The 2nd Respondent is Mascon Sdn Bhd The 3rd Respondent is Yeoh Sek Phin. The 4th Respondent is Olympia Industries Bhd. The 5th Respondent is Dato' Yap Yong Seong. The 6th Respondent is Yap Wee Keat. The 7th Respondent is Mascon Construction Sdn Bhd.

[6] On 29 August 2012 the High Court in an Oppression Petition dated 10 December 2006 [amended on 29 February 2008] filed under s 181 of the Companies Act 1965 had ruled in favour of the petitioner and ordered a buyout of the shares owned by the petitioner in the 1st Respondent ["Company"] by the 2nd, 4th, 5th, 6th and 7th Respondents. The Judgment of Hasnah Mohammed Hashim J is reported as Rinota Construction Sdn Bhd v. Mascon Rinota Sdn Bhd & Ors p 1 HC.

[7] The Oppression Petition was granted after a trial in which witnesses were called and cross-examined. [See Rinota Construction Sdn Bhd v. Mascon Rinota Sdn Bhd & Ors p 1 HC at [59]].

[8] The relevant part of the High Court order reads as follows:

[63] Accordingly, this Court makes the following Orders:

(a) An order that the 2nd, 4th, 5th, 6th and 7th Respondents jointly and severally purchase the shares owned by the petitioner in the company at such price and terms determined by this Honourable Court ; after making all necessary adjustments to the accounts of the company to compensate for the acts and oppression of the respondents; ...

[Emphasis Added]

[9] On 12 May 2014 the Court of Appeal set aside the High Court order. [See Mascon Rinota Sdn Bhd & Ors v. Rinota Construction Sdn Bhd; [2016] 4 MLJ 400; [2016] 4 CLJ 854 CA].

[10] On 22 May 2017 the Federal Court on appeal restored the High Court order. The Federal Court ruled that the Court of Appeal was wrong to overrule the findings of fact of the High Court and erred in holding there was delay in the filing for oppression relief [See Rinota Construction Sdn Bhd v. Mascon Rinota Sdn Bhd & Ors; [2018] 1 MLJ 141; [2018] 2 CLJ 129; [2017] 8 AMR 130 FC at [12]-[16]].

[11] The Federal Court proceeded to answer the following two leave questions of law posed:

i. Whether in the circumstances of this case, the applicant's only remedy lay in a derivative action in the name of the 1st Respondent's company to the exclusion of any remedy for minority oppression under s 181 of the Companies Act?

ii. Whether in the circumstances of this case, the reflective loss principle had any application?

[12] For question [i], the Federal Court answered in the negative. The Federal Court said:

[18] We shall now deal with the derivative action point. The derivative action and the minority oppression petition are not mutually exclusive and there may be circumstances which give rise to both a derivative action and an oppression proceeding, but they remain distinct remedies with separate rationale