Soh Kok Siong v Soh Tan Seng (WA-24NCC-587-10/2025)

BETWEEN SOH KOK SIONG

SOH CHENG HYE (IC NO.: 430110-10-5955) … PLAINTIFFS

SOH TAN SENG

SOH HOCK YEW

SOH KOK KEONG

SOH TECK ENG

SOH KIM GUAN

SIN SENG HUAT SEEDS SDN. BHD (Company no.: 199301019815/274553-D) .…DEFENDANTS GROUNDS OF JUDGMENT I. INTRODUCTION [1] This is the Plaintiffs’ application by way of Originating Summons (Enclosure 1) under section 346 of the Companies Act 2016 (“the Act”). The 1st and 2nd Plaintiffs together hold 62,500 ordinary shares, being 25% of the issued shares of the 6th Defendant, Sin Seng Huat Seeds Sdn. Bhd. (“the Company”). [2] The Plaintiffs’ case is that the majority shareholders, the 1st to 5th Defendants, have conducted the affairs of the Company in a manner oppressive to them and in disregard of their interests as members. [3] The Plaintiffs pray, in the main, for the following reliefs: a) a declaration that the 1st to 5th Defendants have conducted the affairs of the Company in an oppressive or prejudicial manner and in disregard of the Plaintiffs’ interests; b) an order that the 1st to 5th Defendants purchase the Plaintiffs’ shares at a fair value, or alternatively that the Company itself purchase them through a reduction of capital; c) consequential orders removing the Plaintiffs as directors, bank signatories and personal guarantors of the Company’s facilities; d) in the further alternative, an order that the Company be wound up; and e) the return of monies and assets, an inquiry into damages, interest at 5% per annum, and costs. [4] There are two principal grievances. The first concerns the 1st Plaintiff. His employment with the Company was terminated on 17 February 2023, and he thereby lost his salary, his annual bonus, the use of company cars, and access to the Company’s communication groups. [5] The second grievance concerns the 2nd Plaintiff, whose gross salary was varied in the years 2022 and 2023. To these, the Plaintiffs add two further complaints: that they were denied proper access to the Company’s records; and that the Company is a family quasi-partnership in which they held a legitimate expectation to participate in its affairs. [6] The Defendants resist the application in its entirety. As preliminary objections, they contend that the 1st Plaintiff’s complaints are barred by res judicata and amount to an abuse of process, his dismissal claim having already been settled before the Industrial Court by way of a Consent Award. [7] They further contend that the grievances of both Plaintiffs are suffered in their capacity as employees and not as members, and therefore fall outside section 346. On the merits, the Defendants say that the 1st Plaintiff was rightly dismissed for operating a competing business, that the 2nd Plaintiff’s gross salary was adjusted solely to absorb tax deductions, and that the Plaintiffs consented in writing to the very access restrictions of which they now complain. [8] This Court heard the application on the affidavits, the exhibits, and the submissions of learned counsel. Having considered the whole of the material, this Court finds that the application must be dismissed with costs. The reasons are set out below. II. BACKGROUND FACTS [9] The Company is a private limited company carrying on the business of supplying and selling agricultural seeds. It has at all material times been a family company of the Soh family. [10] The 2nd Plaintiff is the father of the 1st Plaintiff and of the 3rd Defendant. The 5th Defendant is the son of the 1st Defendant, who is the Managing Director. The 1st and 2nd Plaintiffs hold 25% of the shares between them, while the 1st to 5th Defendants hold the remaining 75%. [11] It is not in dispute, and this Court so finds, that the Company has never declared or paid any dividend to its shareholders during the relevant period. Both sides accept this position. The significance of this fact is addressed later in these grounds. [12] The material facts are largely not in dispute and may be stated briefly, in chronological order: a) On 7 August 2000, the 1st Defendant was appointed manager of the Company. b) In 2005, the 2nd Plaintiff retired from his employment with the Company. He remained a director, and thereafter continued to receive monthly payments from the Company. The parties do not agree on the nature of these payments. The Defendants describe them as token payments in recognition of the 2nd Plaintiff’s past service, while the Plaintiffs say they were in substance shareholder benefits paid through the payroll. c) In 2022 and 2023, the 2nd Plaintiff’s gross monthly salary was varied, moving between RM6,200 and RM8,600. The Defendants say this was done to maintain his net pay above RM6,000 as the monthly tax deductions (Potongan Cukai Bulanan, or “PCB”) fluctuated. d) On 17 February 2023, the 1st Plaintiff’s employment was terminated. This followed allegations that he was operating a competing business in the same trade, A&Y Agriculture Enterprise, registered in his wife’s name. e) Between 5 April 2023 and 16 November 2023, the Company issued invoices and delivery orders to “Soon Heng Agriculture Enterprise”. The 1st Defendant exhibited these (Exhibit STS-18) to show that the Company continued to sell seeds directly to farmers, in answer to the 1st Plaintiff’s claim that the Company had ceased such direct sales. f) On 26 September 2023, the 1st and 2nd Plaintiffs, together with their accountant Mr. Tan Ik Yen, signed a letter from the Company by which they agreed to inspect the Company’s documents on terms that no copies were to be made and no photographs taken. g) Before October 2025, the 1st Plaintiff’s claim before the Industrial Court, founded upon his dismissal, was settled by a Consent Award. The Company paid the 1st Plaintiff RM160,000 without admission of liability, and the parties agreed that neither would have any further claim against the other in respect of that matter. h) On 15 October 2025, the Plaintiffs filed this Originating Summons. III. THE PARTIES’ SUBMISSIONS [13] Learned counsel for the Plaintiffs submitted as follows. The Company is a quasi-partnership built upon the mutual trust of a single family, in which the Plaintiffs held a legitimate expectation to play a meaningful part. [14] It was submitted that the termination of the 1st Plaintiff’s employment and the variation of the 2nd Plaintiff’s salary were not genuine employment or administrative measures. They were, it was said, a means to force the Plaintiffs out and to deny them benefits which, in a company that paid no dividends, were their only return on their shares. The bonuses, counsel submitted, were in substance shareholder distributions. The Plaintiffs were also denied meaningful access to the Company’s books. [15] In support, learned counsel relied upon Looi Tim Teck v Lew Chee Chin for the proposition that an Industrial Court settlement resolves only an employment dispute and does not bar a separate oppression action; upon CJ Polymers Sdn Bhd v Sim Chin Hu on the protection of legitimate expectations; and upon George Pathmanathan v Portcullis International and Dato’ Teh Hock Seong v Spice Global Sdn Bhd for the proposition that a complete breakdown of trust and exclusion from management amount to oppression. [16] Learned counsel for the Defendants submitted as follows. The 1st Plaintiff’s complaints are, in truth, his settled employment complaints. He cannot raise them afresh by merely labelling them “oppression”, and any attempt to do so is an abuse of process barred by res judicata. [17] It was further submitted that the losses relied upon — salary, bonus, cars and communication access — are suffered as an employee and not as a member, and so fall outside section

The 1st Plaintiff was rightly dismissed for operating a competing business. The 2nd Plaintiff’s gross salary was adjusted only to maintain his net pay against tax fluctuations, and he raised no complaint at the time. The Plaintiffs consented in writing to the access restrictions. [18] In support, learned counsel relied upon Low Cheng Teik & Ors v Low Ean Nee for the qua member test; upon Re Kong Thai Sawmill (Miri) Sdn Bhd for the meaning of oppression; upon Loh Foh Yu @ Lo Hoh You v Impact Gains Sdn Bhd for res judicata and abuse of process; upon Ebrahimi v Westbourne Galleries Ltd for the limits of legitimate expectation; upon See Hua Realty Bhd v See Hua News Holding Sdn Bhd for acquiescence; upon Ng Hee Thoong & Anor v Public Bank Berhad for the effect of a failure to rebut a positive assertion; and upon Abdul Quddus Kong bin Abdullah for the distinction between shareholder rights and employee rights. IV. ISSUES FOR DETERMINATION [19] Premised on the pleadings and the submissions, the issues for determination are as follows: i. Whether the 1st Plaintiff’s complaints concerning his dismissal are barred by res judicata or abuse of process by reason of the Industrial Court Consent Award; ii. Whether the Plaintiffs’ grievances are suffered in their capacity as members of the Company, so as to come within section 346, or in their capacity as employees (and, for the access complaint, as directors); iii. Whether the Company is a quasi-partnership giving the Plaintiffs a legitimate expectation to participate in its affairs, and if so, whether that expectation was breached; iv. Whether the conduct complained of — the dismissal, the salary variation and the access restriction — amounts to oppression, unfair discrimination or prejudice under section 346; and v. If oppression is established, what relief ought to be granted. V. PRINCIPLES OF LAW [20] This Court begins with the burden and standard of proof. The burden of proving oppression lies upon the Plaintiffs, who must establish their case on the balance of probabilities, that being the civil standard explained in Miller v Minister of Pensions. [21] The relief under section 346 is, moreover, equitable and discretionary in nature. A party who invokes the equitable jurisdiction of the Court must come with clean hands and must have acted in good faith. [22] The governing provision is section 346 of the Act, which this Court sets out in full: “346. Remedy in cases of an oppression

Any member or debenture holder of a company may apply to the Court for an order under this section on the ground—

that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or debenture holders including himself or in disregard of his or their interests as members or debenture holders of the company; or

that some act of the company has been done or is threatened or that some resolution of the members, debenture holders or any class of them has been passed or is proposed which unfairly discriminates against or is otherwise prejudicial to one or more of the members or debenture holders, including himself.

If on such application the Court is of the opinion that either of those grounds is established, the Court may, with the view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and, without prejudice to the generality of the foregoing, the order may—

direct or prohibit any act or cancel or vary any transaction or resolution;

regulate the conduct of the affairs of the company in the future;

provide for the purchase of the shares or debentures of the company by other members or debenture holders of the company or by the company itself;

in the case of a purchase of shares by the company provide for a reduction accordingly of the company’s capital; or

provide that the company be wound up.” [23] Two features of the section must be borne in mind. First, the relief is available only to a person wronged in his capacity as a member. The words “in disregard of his or their interests as members” and “prejudicial to one or more of the members” direct the inquiry to harm suffered as a member, that is, qua member. [24] Second, the conduct must truly amount to oppression, disregard, unfair discrimination or prejudice. It is not sufficient that a member is outvoted or is dissatisfied with a decision. [25] The leading authority on the qua member requirement is the Federal Court decision in Low Cheng Teik & Ors v Low Ean Nee. The Federal Court held that relief under section 346 is available to a member who sues in his own right to protect his interest as a member. [26] The act complained of must directly target and personally harm the minority shareholder, and must cause a loss that is special to him, and not a loss shared by all the members or suffered by the company. To this end, the Federal Court directed that the Court should consider, inter alia, the act or omission complained of, its proper characterisation, and who has suffered the loss — the shareholder as a shareholder, or the company. [27] The Court must further ask whether the loss is separate and special to the plaintiff as a shareholder, or is a loss common to all. Where the wrong is, in substance, a wrong to the company, the proper action is a derivative action under section 347, and not an oppression action. [28] On the meaning of oppression, the Privy Council in Re Kong Thai Sawmill (Miri) Sdn Bhd held that oppression connotes a visible departure from the standards of fair dealing and a breach of the conditions of fair play which every shareholder is entitled to expect. It is not enough that a member is outvoted or that decisions are made against him; there must be a lack of probity or fair dealing in the conduct of the member’s affairs. [29] Where a company is a quasi-partnership, equity may temper the strict legal rights of the majority. In Ebrahimi v Westbourne Galleries Ltd, the House of Lords accepted that in companies founded upon a personal relationship of mutual trust and confidence — of which a family company is a common example — it may be unfair for the majority to insist upon their strict legal rights. In such a company, a member may hold a legitimate expectation to continue participating in its management. [30] This expectation, however, is not unlimited. In O’Neill v Phillips, the House of Lords, per Lord Hoffmann, held that fairness under this jurisdiction must be applied upon rational principles, and not upon the Court’s subjective notion of fairness. [31] “Legitimate expectations” are not a separate source of rights. They arise from equitable limits founded upon some agreement, promise or understanding. A member cannot complain of unfairness unless there has been a breach of the terms upon which he agreed that the company would be conducted, or unless equity renders it unfair for those in control to rely upon their strict legal rights. [32] The House of Lords further held that there is no automatic right to be bought out merely because trust and confidence have broken down, and that a reasonable offer to purchase the member’s shares at a fair value may defeat a petition. It is pertinent to note that in O’Neill v Phillips the petitioner held 25% of the shares and was also an employee and manager, and the Court found that his true complaint related to his employment, and not his membership. [33] Two further principles complete the legal framework. On evidence, where one party makes a positive assertion on a material matter and the other does not rebut it, the failure to rebut may be treated as an admission: Ng Hee Thoong & Anor v Public Bank Berhad. [34] On finality, a party cannot relitigate a claim he has already settled by merely affixing a new legal label to it; that constitutes an abuse of the process of the Court: Loh Foh Yu @ Lo Hoh You v Impact Gains Sdn Bhd. This principle is, however, confined to the parties to, and the subject matter of, the earlier settlement. [35] Finally, on a director’s access to records, section 245(4) of the Act provides: “(4) The records referred to in subsection (1) shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open for inspection by the directors.” [36] This is a right conferred upon directors in their capacity as directors. It replaces section 167 of the Companies Act 1965. VI. ANALYSIS AND FINDINGS Issue (i): Res judicata and abuse of process [37] This Court must examine the Defendants’ preliminary objection with care, for as framed it claims more than the law permits. On the evidence, the Consent Award was a settlement between the 1st Plaintiff and the Company alone. [38] The 2nd Plaintiff was not a party to the Industrial Court proceedings. The 1st to 5th Defendants were not parties to those proceedings in their personal capacity. The release was expressed to operate “in respect of this matter”, that is, the dismissal dispute then before the Industrial Court. [39] Three consequences follow, and this Court finds accordingly. First, the Consent Award cannot bind the 2nd Plaintiff, who was a stranger to it, nor can it bind the individual Defendants, who were likewise strangers to it. [40] Second, a Consent Award is a negotiated settlement and not an adjudication after trial. It contains no finding of fact, and accordingly no issue estoppel can attach to any factual question. [41] Third, an oppression action under section 346 is a different cause of action from a claim for unfair dismissal. Indeed, the Industrial

Court has no jurisdiction to hear an oppression claim under section It follows that the present claim could not have been brought before the Industrial Court at all, and to that extent the Defendants’ complaint of “relitigation by instalments” cannot be sustained. [42] Even so, the principle in Loh Foh Yu retains some application here. To the extent that the 1st Plaintiff seeks, under the label of oppression, to recover the same losses that flow directly from his dismissal — his salary, bonus and other employment benefits — those losses arise from the dismissal. [43] That is the very subject matter he has already settled for RM160,000, on terms that there be “no further claim… in respect of this matter”. This Court finds that the 1st Plaintiff cannot recover those settled employment losses a second time through a section 346 action. To that limited extent, the objection succeeds. [44] This Court accepts the submission of learned counsel for the Plaintiffs, founded upon Looi Tim Teck v Lew Chee Chin, that a settlement of an employment dispute before the Industrial Court resolves only that dispute, and does not by itself bar a genuinely separate oppression claim. That proposition is correct and is consistent with the foregoing. [45] The Consent Award bars the 1st Plaintiff from raising the dismissal afresh, but it would not bar a separate grievance suffered as a member. The difficulty for the Plaintiffs, as the next issue demonstrates, is that they have no separate grievance as members. The preliminary objection therefore does not dispose of the whole action, and this Court proceeds to the question of capacity, which does. Issue (ii): Capacity — as member, as employee, as director [46] Applying the test in Low Cheng Teik, this Court asks, in respect of each grievance, whether the loss is suffered by the Plaintiff as a member, distinct from any other capacity. The burden of establishing this lies upon the Plaintiffs. [47] This Court takes the 1st Plaintiff’s losses first: his monthly salary of RM5,000, his annual bonus of RM45,000, the use of company cars, and access to the Company’s communication groups. He enjoyed each of these by virtue of his employment contract, and he lost each of them upon the termination of that employment. [48] This Court finds that these losses were suffered by him as an employee, and not as a member. The 1st Plaintiff remains the registered holder of his shares. His rights as a member are untouched: he may still receive notice of and attend and vote at general meetings, receive the audited accounts, share in any dividend that may be declared and in any surplus upon a winding up, and indeed bring this very application. What he complains of is the loss of his employment, which is not a harm suffered as a member. [49] The Plaintiffs answer that the bonuses were, in substance, shareholder distributions paid under the guise of employee bonuses. This Court rejects that contention for three reasons: a) First, there is no documentary evidence of any such arrangement; it rests on bare assertion. b) Second, it makes neither commercial nor fiscal sense. A bonus is taxable in the recipient’s hands as employment income, whereas a dividend, under the single-tier system in Malaysia, is received free of further tax. No reasonable shareholder would elect to receive his returns in the more heavily taxed form. c) Third, the bonuses were referable to employment and ceased upon its termination. That is the hallmark of remuneration, and not of a return on shares. [50] A bare and unsubstantiated allegation cannot prevail against the documents. [51] This Court has nonetheless weighed the strongest manner in which the Plaintiffs’ case may be put. It is this: in a company that has never declared a dividend, the only avenue for a return on shares is the payroll. To remove the 1st Plaintiff from the payroll is therefore said to render his 25% holding worthless, amounting to a squeeze-out of him as a member. [52] This Court does not accept the argument. The non-declaration of dividends is not, of itself, oppressive. Whether to declare a dividend is a matter within the discretion of the management. A company is under no obligation to declare a dividend merely because it has earned a profit. [53] Non-declaration becomes oppressive only where it is shown to be a device to discriminate against or to target the minority — for instance, where the majority extract the profits for themselves through remuneration while denying the minority any return. [54] Here, the evidence establishes the opposite. The Company’s practice of not declaring dividends applied to all shareholders alike. The profits were distributed through remuneration, in which the Plaintiffs shared. [55] The figures bear this out. The 1st Plaintiff drew a monthly salary of RM5,000 and an annual bonus of RM45,000, while the Managing Director drew RM6,500 a month and a bonus of RM52,000. That is broadly comparable treatment, and not unfair discrimination. [56] The 1st Plaintiff was therefore not excluded from the fruits of the business. He shared in them, on terms approaching those of the controlling shareholder, until his employment ended. His true complaint is that his employment ended — and that is a complaint suffered as an employee. [57] Stated in the terms of Low Cheng Teik: the act complained of is the termination of employment; the loss (salary, bonus and benefits) was suffered by the 1st Plaintiff as an employee; it is not a loss suffered as a member, nor a loss common to the members or to the Company. The complaint accordingly falls outside section

This Court finds that the distinction drawn in Abdul Quddus Kong bin Abdullah, between rights as a shareholder and rights as an employee, applies here. [58] As to the 2nd Plaintiff’s salary variation, this Court need not determine the legal character of his post-retirement payments, for on either view he establishes no prejudice. [59] Whether the payments are regarded as token employment payments or as shareholder benefits, the evidence is clear and unrebutted: the gross figure was moved between RM6,200 and RM8,600 solely to maintain his net pay above RM6,000 against fluctuating monthly tax deductions. There was, accordingly, no reduction in what the 2nd Plaintiff actually received. [60] The Defendants made that positive assertion and supported it with the tax computations. The 2nd Plaintiff adduced no evidence to rebut it. Following Ng Hee Thoong, the assertion is treated as admitted. It also weighs against the 2nd Plaintiff that he raised no contemporaneous complaint. This Court finds that no prejudice, whether as a member or at all, has been established. [61] As to the complaint of denial of access to records, this is, properly understood, a matter of the Plaintiffs’ rights as directors, and not as members. The right to inspect a company’s accounting and other records is conferred upon directors by section 245(4) of the Act. A member, as such, has no general right to inspect those records. [62] A complaint concerning inspection therefore does not, without more, support an oppression action, which is concerned with prejudice suffered as a member. In any event, the evidence shows that inspection was not refused. The Plaintiffs and their accountant attended and were permitted to inspect. The only restriction was upon the making of copies and the taking of photographs, to which the Plaintiffs and their accountant agreed in writing on 26 September 2023 without protest. That conduct amounts to the acquiescence discussed in See Hua Realty Bhd v See Hua News Holding Sdn Bhd. [63] By way of observation only and not forming part of this Court’s ratio: the right of inspection conferred upon a director under section 245(4) has been described in the authorities as an absolute right, and in another case a question might arise as to whether, and to what extent, such a right may be limited by agreement. That question does not arise here. The access complaint fails on the prior ground that it is not a grievance suffered as a member, and in any event the restriction was one to which the Plaintiffs gave their written agreement. [64] For these reasons, this Court finds that the Plaintiffs have not established any harm suffered in their capacity as members. The application fails at this threshold. What follows is stated in the alternative, should this Court be held to be wrong on the question of capacity. Issue (iii): Quasi-partnership and legitimate expectation (in the alternative) [65] This Court is prepared to assume, in the Plaintiffs’ favour and without deciding the point, that the Company, being a long-standing family business, bears the features of a quasi-partnership of the Ebrahimi kind, founded upon mutual trust and confidence. Even upon that assumption, the Plaintiffs’ case does not succeed. [66] A legitimate expectation to continue participating in the company is not unlimited. As O’Neill v Phillips makes clear, such an expectation arises from an equitable limit, and it affords a member no relief unless those in control have departed from some agreement, promise or understanding, or have otherwise acted contrary to equity. [67] An expectation of continued employment or management gives way where there exists a proper and bona fide reason to remove the member. Here, the 1st Plaintiff admits that a business in the Company’s own trade — A&Y Agriculture Enterprise — was carried on in his wife’s name. [68] Whatever the rights and wrongs of the dismissal, which this Court does not decide, this admitted family-linked business in the very trade of the Company gave the Company a genuine and substantial reason to act and to lose confidence in the 1st Plaintiff. A response grounded upon such a reason cannot be characterised as a “visible departure from the standards of fair dealing” under Re Kong Thai Sawmill. [69] This Court has not overlooked the authorities relied upon by the Plaintiffs, and addresses each in turn. [70] CJ Polymers Sdn Bhd v Sim Chin Hu is distinguishable. In that case the member’s alleged misconduct was not proven, whereas here the 1st Plaintiff admits the competing business carried on in his wife’s name. The factual foundation of CJ Polymers is therefore absent. [71] George Pathmanathan v Portcullis International, which concerns exclusion from day-to-day management as a possible form of oppression, assumes that the exclusion is itself unjustified. Here the 1st Plaintiff’s removal followed a justified loss of confidence brought about by his own conduct, and the 2nd Plaintiff, who retired of his own accord in 2005, was not excluded by the majority at all. [72] Dato’ Teh Hock Seong v Spice Global Sdn Bhd, which concerns relief upon a complete breakdown of mutual confidence, likewise does not assist the Plaintiffs. A petitioner cannot rely upon a breakdown of confidence which his own lack of good faith has caused, and since the relief under section 346 is discretionary and equitable, the Court will have regard to the conduct of the party seeking it. [73] There is, in addition, no rejected reasonable offer of the kind discussed in O’Neill v Phillips. It is the Plaintiffs who, by this action, seek to compel a buy-out. No offer was made or refused on either side prior to this action. [74] This Court therefore finds, in the alternative, that even upon the assumption of a quasi-partnership, no enforceable legitimate expectation has been breached, and the conduct of the majority was not unfair within the meaning of the authorities. Issue (iv): Whether the conduct amounts to oppression [75] Drawing the foregoing findings together, and applying Re Kong Thai Sawmill and Low Cheng Teik, this Court finds that there was no visible departure from the standards of fair dealing, and no harm suffered as a member. [76] The dismissal of the 1st Plaintiff was a measure taken by the Company as employer, upon a genuine reason, and its consequences have already been settled before the Industrial Court. The variation of the 2nd Plaintiff’s salary caused him no loss, and is explained by the unrebutted tax evidence. The restriction on document access concerned the Plaintiffs’ position as directors, and was consented to. [77] Further, the Company’s practice of not declaring dividends applied to all alike, the profits being shared through comparable remuneration — which is the very opposite of unfair discrimination. None of these matters, taken singly or together, crosses the threshold of section 346. [78] There remains the factual dispute concerning verbal consent, which this Court addresses by way of observation only and not as part of its ratio. The 1st Plaintiff asserts that the 1st Defendant gave him verbal consent to sell seeds directly to farmers. The 1st Defendant denies this and relies upon the Company’s own invoices (Exhibit STS-18) showing that the Company continued to sell directly to farmers. [79] This is a direct conflict upon a primary fact. The present proceedings were commenced by Originating Summons and were determined upon affidavit evidence. This Court has not been required to decide, and does not decide, whether such consent was given, because the application fails upon the threshold of capacity and, in the alternative, upon the absence of any visible departure from fair dealing. Neither of these turns upon that dispute. [80] Had it been necessary to resolve the dispute, this Court would not have done so upon conflicting affidavits alone. It would have directed the deponents to attend for cross-examination, or ordered the matter to continue as if begun by writ. For completeness, this Court records only that the burden of proving the alleged consent lay upon the 1st Plaintiff, and that he produced no contemporaneous record of it. Issue (v): Relief (by way of observation only) [81] As no oppression is established, the question of relief does not arise. This Court nonetheless records the following, by way of observation only and not forming part of its ratio, these matters having been argued: a) The prayer to release the Plaintiffs as personal guarantors of the Company’s banking facilities could not, in any event, have been granted in this action. A guarantee is a contract between the guarantor and the financier. The financier is not a party to this action and cannot be bound by any order made herein. At most, in an appropriate case, the Court might order an indemnity between the parties before it. b) Winding up is a remedy of last resort. The Court will not wind up a solvent company which is a going concern where a less drastic remedy, such as a buy-out, would suffice. The question does not arise here. c) As to a buy-out, the Plaintiffs seek to exit the Company, yet no offer to purchase their shares at a fair value was made or refused prior to this action. Where a member seeks to leave a quasi-partnership, the absence of a rejected reasonable offer is a relevant consideration: O’Neill v Phillips. Again, the question does not arise. VII. CONCLUSION AND ORDERS [82] Premised on the foregoing, this Court finds that the Plaintiffs have not discharged the burden of proving, on the balance of probabilities, that the affairs of the Company were conducted in a manner oppressive to them, in disregard of their interests, or unfairly discriminatory or prejudicial to them in their capacity as members under section 346 of the Act. [83] The grievances relied upon are, in substance, grievances of employment and of directorship, and not of membership. In the alternative, even if they were cognisable as grievances of a member, they disclose no visible departure from the standards of fair dealing. [84] Accordingly, this Court makes the following orders:

The Originating Summons (Enclosure 1) is dismissed.

The Plaintiffs shall pay to each of the Defendants costs of RM5,000-00. VIII. APPRECIATION [85] This Court records its appreciation to learned counsel on both sides for their helpful submissions and for the assistance rendered to the Court. Dated 4hb June 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For the Plaintiffs: Chew Beng Han Randy, Nurul Shafiqa Azwiana binti Alawui@razleen Shah, Ahmad Ismail (PDK) & Selina Badrul bin Hisham (PDK) Advocates & Solicitors (Randy Chew & Co (Kuala Lumpur)). For the Defendants 1: David Cheong Peng Leong (David Lai & Tan (Kuala Lumpur)) For the Defendants 2-5: Derrick Chan Choon Keong (CK Chan Law Practice (Kuala Lumpur)) LIST OF CASES REFERRED TO IN THIS JUDGMENT

Low Cheng Teik & Ors v Low Ean Nee [2024] 6 MLRA 239 (Federal

Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227 (Privy

Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 (House of

O’Neill v Phillips [1999] 1 WLR 1092 (House of Lords)

Ng Hee Thoong & Anor v Public Bank Berhad [1995] 1 MLJ 281 (Court of Appeal)

Miller v Minister of Pensions [1947] 2 All ER 372 7. Loh Foh Yu @ Lo Hoh You v Impact Gains Sdn Bhd v Ors [2016] MLJU 1572 8. See Hua Realty Bhd v See Hua News Holding Sdn Bhd & Ors [2007] 7 MLJ 525 (High Court)

Abdul Quddus Kong bin Abdullah v The Personal Litigation Representative for Yap Moh Sie (‘deceased’) & Ors [2022] MLJU 1422

Looi Tim Teck v Lew Chee Chin & Ors [2023] MLRHU 2140

CJ Polymers Sdn Bhd v Sim Chin Hu & Ors and Other Appeals [2025] MLRA 473

George Pathmanathan v Portcullis International [2024] MLJU 1354

Dato’ Teh Hock Seong v Spice Global Sdn Bhd [2014] 1 LNS 494

Companies Act 2016 (Act 777) — sections 245, 346 and 347 2. Companies Act 1965 (repealed) — section 167 3.