Wan Muhammad Amin Wan Yahya J:

JUDGMENT

[1]This was an action for oppression pursuant to Section 346Companies Act 2016(“CA 2016”) (“this Originating Summons”) by the Plaintiff against the Defendants.

A] SALIENT BACKGROUND FACTS

[2]The facts of this case are rather convoluted and they revolve around several companies which are not party to this Originating Summons.

[3]The oppressive conduct complained of by the Plaintiff is also related to or are involving other companies apart from the 1^st Defendant (“Other ACE Companies”), the relevance of which will be dealt with later in this Judgment.

[4]The Other ACE Companies are as follows:

i) ACE Capital Growth Sdn Bhd (“ACE Capital Growth”);

ii) ACE Global Metal Sdn Bhd (“ACE Global Metal”);

iii) ACE Assay (M) Sdn Bhd (“ACE Assay”); and

iv) ACE Innovate Asia Berhad (formerly ACE Innovate Asia Sdn Bhd) (“AIAB”).

[5]The Other ACE Companies together with the 1^st Defendant form the ACE group of companies (collectively referred to as the “ACE Group”).

[6]The Plaintiff’s complaints of oppression arise from his involvement in the ACE Group which began with ACE Capital Growth. The Plaintiff’s involvement or relationship with ACE Capital Growth is summarised below.

[7]ACE Capital Growth was incorporated in November 2009. The 2^nd Defendant was one of its initial shareholders. The Plaintiff was not involved in ACE Capital Growth at that time.

[8]The business partnership entity called Ever Strong Goldsmith Trading (“Ever Strong Goldsmith”) was registered in April 2010. The Plaintiff avers that he is one of the founding partners of Ever Strong Goldsmith, however, his share in the Ever Strong Goldsmith was held on trust by his wife, Ms Ong Li Ling, because he was a bankrupt. The Plaintiff’s name does not appear in the business information record on Ever Strong Goldsmith issued by the Companies Commission of Malaysia but Ms Ong Ling is listed there as a partner together with one Ms Lim Choon Hui. The 1^st Defendant is not and was never involved in Ever Strong Goldsmith.

[9]The partnership Ever Strong Goldsmith was never part of the ACE Group. Neither the 1^st Defendant nor the 2^nd Defendant was ever involved in the Ever Strong Goldsmith.

[10]Both the Plaintiff and 2^nd Defendant have differing versions as to who approached whom first with regards to ACE Capital Growth. The Plaintiff avers that the 2^nd Defendant approached the Plaintiff together with one Kee Wee Chong to “establish” (menubuhkan) ACE Capital Growth. This was denied by the 2^nd Defendant as ACE Capital Growth had already existed and was incorporated in November 2009.

[11]I am inclined to agree with the 2^nd Defendant’s version of the facts in that the Plaintiff and the 2^nd Defendant could not have “established” ACE Capital Growth which was already in existence at the time.

[12]Arising from discussions between the Plaintiff and the 2^nd Defendant the Plaintiff was invited to join ACE Capital Growth. In 2011 , 2000,000 shares in ACE Capital Growth were allotted/transferred to Ms Ong Li Ling (being the Plaintiff’s wife) instead of to the Plaintiff by reason of the Plaintiff’s bankruptcy.

[13]It is not in dispute that between the period of 16.10.2008 to 6.11.2017, the Plaintiff was adjudged a bankrupt. He was only discharged as a bankrupt after 6.11.2017.

[14]The Plaintiff was never a registered shareholder of ACE Capital Growth. In 2011, the Plaintiff’s wife, Ms Ong Li Ling, was a registered shareholder holding 20% of shareholding in ACE Capital Growth until her shares were later transferred to AIAB.

[15]The Plaintiff was initially employed as Chief Operation Officer of ACE Capital Growth from 1.1.2012 and was later re-designated as Chief Sales Officer with effect from 1.2.2018. The Plaintiff drew a salary from ACE Capital Growth until March 2020.

[16]The Other ACE Companies were incorporated at different times and had undergone restructuring namely when AIAB was public listed.

[17]As the Plaintiff’s complaints in this Originating Summons involve some of the