Azizan Md Arshad JC:

GROUNDS OF JUDGMENT

Introduction

[1]The Originating Summons (Enclosure 1) is made pursuant to Sections 515758102103106107346Companies Act 2016Section 41Specific Relief Act 1950

(a)That the termination of former secretary Lee Kin Nai [“LKN”] and the appointment of current company secretary D4 is cancelled and/or null and void;

(b)That P2 be registered and entered into records as a director and shareholder holding 36 shares / 40% in ABEST;

(c)A declaration that D1 is holding 27 shares / 30% in ABEST on trust for P2;

(d)That P2 and/or D3 buy out Plaintiffs’ shares in ABEST and a valuation be conducted by an independent valuer appointed by this Honourable Court taking into considerations the terms as described in Prayers 10 to 11 of Enclosure 1;

(e)That alternatively, ABEST be wound up and if this Honourable Court does order so, the liquidator nominated by Plaintiffs in Prayer 14 of Enclosure 1 be appointed as liquidator for this matter;

(f)That Defendants to pay to Plaintiffs damages which will be assessed by this Honourable Court;

(g)That costs be borne by Defendants; and

(h)Any other relief this Honourable Court deem fair and just to order.

[2]The Originating Summons (Enclosure 1) was heard by the then Judicial Commissioner, Wong Hock Chong [“JCWHC”] on 28.10.2021, and consequently, ART BEST VENTURES SDN. BHD (5^th Defendant) was ordered to be wound up.

[3]Dissatisfied with JCWHC’s Decision, Defendants filed an appeal to the Court of Appeal and the appeal was heard on 09.05.2023 whereby the Court of Appeal ordered the matter to be remitted back to High Court for re-hearing as there was no written ground of judgment from the High Court.

[4]Therefore, Enclosure 1 is now before this Court for re-hearing. The Court heard the parties’ arguments and allowed part of the Defendant’s claim (Enclosure 1). Against that decision, an appeal to the Court of Appeal filed by the parties (second round). This written judgment is for the reliefs which have been decided on 23 April 2024. Parties are referred to as they were in the High Court.

CAUSE PAPERS

[5]The cause papers filed and referred to are as follows:

(i)Originating Summons dated 16.11.2020 (“the OS”) - Enclosure 1

(ii)The Plaintiffs’ Affidavit in Support affirmed by YEW SOW CHEE on 16.11.2020 (“the Plaintiffs’ AIS”) - Enclosure 2

(iii)The Third Defendant’s Affidavit in Reply affirmed by MASERI BIN BASIRAH on 15.12.2020 (“D3 AIR”) - Enclosure 10

(iv)The First Defendant’s Affidavit in Reply affirmed by ABD SAMAD BIN AHMAD on 15.12.2020 (“D1 AIR”) - Enclosure 11

(v)The Second Defendant’s and D5 Affidavit in Reply affirmed by ABD MANAF BIN MAJID on 14.12.2020 (“D2 AIR”) - Enclosure 12

(vi)The Fourth Defendant’s Affidavit in Reply affirmed by SELASIAH BINTI ABDUL RAHMAN on 15.12.2020 (“D4 AIR”) - Enclosure 13

(vii)The Defendants’ Supplementary Affidavit affirmed by MAT ISA BIN EMBI on 15.12.2020 (“Affidavit Mat Isa”) - Enclosure 14

(viii)The Defendants’ Supplementary Affidavit affirmed by KOH ENG WAH on 16.12.2020 (“Affidavit Koh Eng Wah”) - Enclosure 15

(ix)The Defendants’ Supplementary Affidavit affirmed by JUNAIDAH BINTI MANSOR on 16.12.2020 (“Affidavit Junaidah”) - Enclosure 16

(x)The Defendants’ Supplementary Affidavit affirmed by KHIRROLANUAR BIN MD ALI on 16.12.2020 (“Affidavit Khirrolanuar”) - Enclosure 17

(xi)(xi) The Plaintiffs’ Affidavit in Reply affirmed by YEW SOW CHEE on 27.01.2021 (“Plaintiffs’ 1st AIR”) - Enclosure 21

(xii)The Plaintiffs’ Second Affidavit in Reply affirmed by YEW SOW CHEE on 27.01.2021 (“Plaintiffs’ 2^nd AIR”) - Enclosure 22

(xiii)The Plaintiffs’ Third Affidavit in Reply affirmed by YEW SOW CHEE on 27.01.2021 (“Plaintiffs’ 3^rd AIR”) - Enclosure 23

(xiv)The Plaintiffs’ Supplementary Affidavit affirmed by FONG SAU CHOUN on 25.01.2021 (“Affidavit Fong Sau Choun”) - Enclosure 25

(xv)The Plaintiffs’ Fourth Affidavit in Reply affirmed by YEW SOW CHEE on 27.01.2021 (“Plaintiffs’ 4^th AIR”) - Enclosure 26

(xvi)The Defendants’ Further Affidavit in Reply affirmed by ABD SAMAD BIN A