Ang Jimmy Tjun Min v Tjiang Giok Moy (JA-28NCC-200-12/2024)

TJIANG GIOK MOY (Netherlands Passport No. BJK16K2R4)

ANG EILEEN (Singapore Passport No. K1857087P)

SRI SKUDAI SDN. BHD. [Registration No. 197701002575 (33608-D)] …RESPONDENTS GROUNDS OF JUDGEMENT

This is the Petitioner’s application vide Enclosure 112 seeking leave to file and use three additional affidavits under Order 32 rule 13, Order 2 rule 3 and Order 92 rule 4 of the Rules of Court 2012 and/or the inherent jurisdiction of the Court, namely—

the Affidavit affirmed by Leslie Looi Meng on 18.08.2025 (Enclosure 65);

the Affidavit affirmed by Siah Chin Leong on 29.08.2025 (Enclosure 69); and

the Petitioner’s Supplemental Affidavit affirmed on 19.01.2026 (Enclosure 99), for purposes of the hearing of the winding-up petition filed herein.

Upon hearing the application and submissions of the Parties, I dismissed Enclosure 112 with costs of RM10,000.00 to the First and Second Respondents respectively.

Below are the grounds of my decision.

The background facts in this application are gathered from the Affidavits and submissions filed by the parties and stated in chronological order.

The Petitioner is the son of the late Ang Tiong Loi (“the Deceased”), the executor of the estate of the Deceased, and a shareholder of the Third Respondent company (“R3”) holding 125,000 shares equivalent to 25% of its issued shareholding.

The First Respondent (“R1”) is the lawful spouse of the Deceased and mother of the Petitioner and Second Respondent (“R2”). She holds 250,000 shares equivalent to 50% of the issued shares in the 3rd Respondent company. The 2nd Respondent is the sister of the Petitioner and holds 125,000 shares equivalent to 25% of the issued shares.

R3 is a company incorporated on 29.06.1977 and was founded by the Deceased. Its principal business is investment holding and letting of properties.

The Petitioner contends that R3 is a family company and/or quasi-partnership which had been operated based on mutual trust and confidence among family members.

The Petitioner further alleges that during the lifetime of the Deceased, the shares of the Company were held through nominees on behalf of the Deceased, and following the demise of the Deceased, the shares were transferred to family members.

According to the Petitioner, there existed an understanding among the shareholders that all substantive matters of R3 would be unanimously agreed upon. The existence of such understanding is disputed by the Respondents.

The relationship between the Petitioner and R1 and R2 subsequently deteriorated, resulting in disputes and legal proceedings in other jurisdictions.

On 24.12.2024, the Petitioner filed the winding-up petition pursuant to paragraphs 465(1)(f) and 465(1)(h) of the Companies Act 2016 [Act 777] (Enclosure 1) on the ground that it was just and equitable for R3 to be wound up.

The Parties subsequently exchanged affidavits in respect of the petition and by 04.06.2025, the filing of affidavits had been exhausted. Written submissions and reply submissions were thereafter filed.

Thereafter, the Petitioner filed Enclosures 65, 69 and 99 without first obtaining leave of Court.

Enclosure 65 is an affidavit by Leslie Looi Meng, a former shareholder and former director of R3, wherein he deposed, inter alia, that he held shares in R3 as a nominee for the Deceased and acted pursuant to instructions from the Deceased or the Petitioner.

Enclosure 69 is an affidavit by Siah Chin Leong, a former shareholder and director of R3, wherein he similarly deposed that he held shares as nominee for the Deceased and acted in accordance with instructions of the Deceased or the Petitioner.

Enclosure 99 is the Petitioner’s Supplemental Affidavit relating to events arising from a meeting of Tasek Maju Realty Sdn. Bhd.(“TMR”), including the revocation of the Petitioner’s authority as corporate representative of R3 and the appointment of R1 as replacement corporate representative.

Following objections raised by the Respondents regarding the admissibility of the said affidavits, the Court on 25.02.2026 has directed the Petitioner to file a formal application for leave to allow Enclosure 99 for the hearing of Enclosure 1.

Consequently, the Petitioner filed Enclosure 112 on 04.03.2026 seeking leave to file and use Enclosures 65, 69 and 99 for the hearing of Enclosure 1.

Enclosure 112 was heard on 08.04.2026 and dismissed with costs of RM10,000.00 to R1 and R2 respectively.

The issues to be determined are as follows:

whether Enclosures 65, 69 and 99 are relevant and material to the determination of the Winding-Up Petition;

whether the Petitioner had provided sufficient and cogent reasons for the late filing of the said affidavits; and

whether the delay in filing of the additional affidavits would prejudice the Respondents or otherwise affect the orderly disposal of the proceedings. ANALYSIS AND COURT’S FINDINGS Whether Enclosures 65, 69 and 99 are relevant and material to the determination of the Winding-Up Petition

The Petitioner submits that—

Enclosures 65, 69 and 99 are relevant and material to the determination of Enclosure 1;

Enclosures 65 and 69 support the Petitioner’s assertion that R3 was managed in accordance with the wishes and instructions of the Deceased and that R3 operated as a family company and/or quasi-partnership;

Enclosure 99 demonstrates the alleged breakdown in the relationship among shareholders and reflects a departure from the alleged agreement of unanimous decision-making;

the delay in filing Enclosures 65 and 69 was occasioned by circumstances beyond his control as the deponents were still considering whether to affirm the affidavits;

in relation to Enclosure 99, the Petitioner submits that the relevant transcript was only made available on 16.01.2026, thereby preventing earlier filing.

The Petitioner further argues that any delay has been rendered academic as Enclosure 112 was filed pursuant to the Court’s direction on 25.02.2026.

The Petitioner relies on Order 32 rule 13, Order 2 rule 3 and Order 92 rule 4 of the Rules of Court 2012 (“ROC 2012”) in support of the Court’s discretionary power to admit further affidavits.

The Petitioner further submits that no prejudice would be occasioned to the Respondents as they would be afforded the opportunity to file reply affidavits.

The Respondents say otherwise. The Respondents submit that the application ought to be dismissed with costs based on the following reasons:

Enclosure 112 was filed after the close of affidavits without leave of Court;

Order 32 rule 13 of ROC 2012 provides that only three (3) affidavits are ordinarily permitted as of right, namely the affidavit in support, affidavit in opposition and affidavit in reply;

based on the authority of Re Joseph Lee Henn Shen; Ex parte: Shearn Delamore & Co & Drew & Napier [2011] 9 MLRH 200, the subsequent affidavits require leave of Court and supported by cogent reasons;

the Petitioner has failed to provide sufficient explanation for the delay in seeking leave despite objections having been raised immediately after the filing of the affidavits;

in relation to Enclosures 65 and 69, the Respondents submit that the affidavits are irrelevant to the issues in the Winding-Up Petition and concern collateral matters;

Leslie Looi Meng and Siah Chin Leong were merely nominee shareholders and directors who were not involved in the operations or management of R3; and

Enclosure 99 concerns matters arising from another entity, namely TMR., and does not assist the Court in determining the issues in the present petition.

Enclosure 112 is an application by the Petitioner for leave to file and use three (3) additional affidavits after parties had exhausted the filing of affidavits and submissions in respect of Enclosure 1.

The application is principally premised on Order 32 rule 13 of ROC 2012, together with Order 2 rule 3 and Order 92 rule 4 of the ROC

2012.

It is trite that proceedings commenced by way of affidavit evidence must be conducted in an orderly and expeditious manner. Whilst the Court retains a discretion to permit the filing of further affidavits, such discretion must be exercised judiciously and only upon sufficient and cogent grounds being shown.

In this regard, I refer to the case of Re Joseph Lee Henn Shen; Ex parte: Shearn Delamore & Co & Drew & Napier (supra) wherein the Court observed that only three (3) affidavits are ordinarily permitted as of right, namely the affidavit in support, affidavit in opposition and affidavit in reply, and that subsequent affidavits require leave supported by cogent reasons.

I am of the considered view that the filing of affidavit after affidavit without proper control would defeat the purpose of Order 32 rule 13 ROC 2012 and undermine the orderly disposal of proceedings.

In the instant case, the Petitioner and Respondents have already filed their Written Submission in relation to Enclosure 1 on 17.07.2025 (Enclosures 50 and 48 respectively) and their Reply Submissions on 31.07.2025 (Enclosures 56 and 58). Hence, the pleadings are deemed to be closed.

In this regard, reference is made to Court of Appeal decision in the case Lum Choon Realty Sdn. Bhd. v. Perwira Habib Bank Malaysia Bhd. [2003] 1 MLRA 485 where it was held that— "[14] We were wondering how the respondent was allowed to file and use that affidavit. It is to be noted that the proceedings of this application are by way of affidavit evidence. As such in our view when the parties begin their submission the evidence by way of affidavits is deemed to be closed and the parties are only allowed to submit on the evidence as found in the various affidavits. Numerous affidavits have been filed by both parties, the first being the one affirmed on 22 August 1992 and the last one before the hearing was affirmed on 19 December 1994. The appellant's contention, from the very beginning, as can be seen from the various affidavits, was that there were discrepancies in the amount claimed by the respondent. From the first to the last affidavit there was a period of more than two years and as such we are of the view that the respondent had ample opportunity t o rebut, confirm or correct the allegations in the affidavits of the appellant before the hearing of this application. From the record, it is clear to us that the disputed amount was based on the order for sale dated 15 October 1987, well before this application. It is obvious to us that the facts and figures were available to the respondents before this application was made. It is a matter of surprise to us when the learned judge allowed the affidavit affirmed on 16 October 1995 despite the objection by the appellant. In our view, the admission of that affidavit is highly irregular especially taking into consideration that it was done after the completion of the appellant's submission.". [Emphasis added]

Based on the above authority, the discretion to admit further affidavits is not to be exercised as a matter of course. The Petitioner bears the burden of establishing sufficient and cogent reasons why such affidavits ought to be admitted notwithstanding the closure of affidavit evidence.

The Petitioner has to demonstrate that there is sufficient justification for any further reopening of the evidential record in this matter, particularly in circumstances where pleadings, through the exchange of affidavits, have long since closed and written submissions have already been duly filed by the Parties.

In order to determine the issues raised by the Parties, I have to examine whether the Petitioner has established sufficient and cogent reasons via their affidavits why these three affidavits ought to be admitted. Whether the Additional Affidavits are relevant and material

The Petitioner submits that Enclosures 65 and 69 are relevant to establish that R3 is a family company and/or quasi-partnership managed in accordance with the wishes of the Deceased.

Enclosure 65 contains evidence from Leslie Looi Meng, a former nominee shareholder and former director, who deposed that he acted in accordance with instructions from the Deceased or the Petitioner.

Likewise, Enclosure 69 contains evidence from Siah Chin Leong, another former nominee shareholder and director, who similarly deposed that he acted in accordance with instructions from the Deceased or the Petitioner.

The Petitioner further contends that Enclosure 99 demonstrates the alleged breakdown of relationship among the shareholders and the alleged marginalization of the Petitioner in the management of R3.

The Respondents, however, contend that the affidavits are irrelevant to the issues arising in the Enclosure 1 and concern collateral matters.

The Respondents further submit that Leslie Looi Meng and Siah Chin Leong were merely nominee shareholders and were not involved in the substantive operations or management of R3.

In relation to Enclosure 99, the Respondents contend that the matters complained of arose from proceedings involving another company, namely TMR, and are therefore unrelated to the present petition.

Having considered the contents of the proposed affidavits and the submissions of parties, I am of the considered view that the proposed affidavits do not sufficiently assist the Court in determining the real issues arising in Enclosure 1.

The three additional affidavits are wholly irrelevant to the present Enclosure 1. The affidavits neither address the allegations and issues raised in Enclosure 1 nor make any reference to the present winding up proceedings.

Further, the mere fact that Leslie and Siah were previously nominee shareholders or directors of R3 does not establish any fact material or relevant to the present petition. The fact that Leslie and Siah were previously nominee shareholder or directors of R3 was not disputed by the Petitioner or the Respondents

In any event, Leslie and Siah acted merely as nominee directors and shareholders, and there is no evidence to suggest that either of them was involved in the operations, management or affairs of R3. In particular, Leslie had ceased to be a director of R3 approximately 18 years before the filing of the present petition. Accordingly, the matters deposed to by him carry no probative value in relation to the issues presently before this Court.

Furthermore, in their capacities as nominee shareholders, neither Leslie nor Siah had any involvement in the management or operations of R3. Their affidavits are therefore irrelevant to the affairs of R3 and the issues arising in Enclosure 1.

The issues raised in the Enclosure 99 (Supplemental Affidavit) are likewise irrelevant to the present winding-up proceedings as they concern a separate and distinct entity altogether and bear no relevance to the affairs of R3. The matters relied upon by the Petitioner pertain solely to the internal management of TMR.

The Directors’ Resolution of R3 passed on 26.11.2025 was to revoke the appointment of the Petitioner as corporate representative and appointing R1 as the new corporate representative to attend and vote at a meeting of another company falls squarely within the powers and authority of the board of directors of R3, and the said appointment was duly effected pursuant to the Directors’ Resolution.

Furthermore, the Petitioner’s reliance on the events surrounding TMR’s Annual General Meeting is wholly misconceived and not relevant to Enclosure 1, as those events took place only after the filing of the present Enclosure 1.

It is pertinent to note, Enclosure 1 filed by the Petitioner is to wind up R3 alleging that the relationship between the shareholders have broken down irretrievably under paragraphs 465(1)(f) and 465(1)(h) of Act 777 and not due to oppression under subsection 346(2) of Act 777.

The Petitioner’s attempt to introduce the said affidavits therefore constitutes an improper attempt to introduce collateral and irrelevant matters which do not assist this Court in determining the issues arising in Enclosure 1.

Hence, I rule that the Petitioner cannot rely on subsequent events to retrospectively establish grounds for winding up, as such grounds must necessarily exist at the time the petition was presented before the Court. Whether the Petitioner had provided sufficient and cogent reasons for the late filing of the said affidavits

It is undisputed that Parties had exhausted the filing of affidavits by 04.06.2025. Both the Petitioner and Respondents have filed their Written Submissions in relation to Enclosure 1 on 17.07.2025 (Enclosures 48 and 50 respectively) and their Reply Submissions on 31.07.2025 (Enclosures 56 and 58 respectively).

Enclosures 65 and 69 were subsequently filed in August 2025, whilst Enclosure 99 was filed in January 2026, all without prior leave of Court.

The Petitioner submits that the delay in filing Enclosures 65 and 69 arose because the respective deponents were still considering whether to affirm the affidavits. The Petitioner further explain that Enclosure 99 could not be affirmed earlier because the relevant transcript only became available on 16.01.2026.

The Petitioner further submit if there is any issue of delay, it has been rendered academic since Enclosure 112 was filed in accordance with Court’s direction.

Notwithstanding the above explanations, the Respondents submit that objections were raised immediately after the filing of the affidavits and yet no formal application for leave was made until after directions were given by the Court on 25.02.2026.

In the instant case, the Respondents via their letters dated 28.08.2025, 02.09.2025, 21.01.2026 which have been filed in Court as in Enclosures 67, 74, 76 and 102 respectively raised objections to the admissibility and use of the three affidavits on the basis that no leave had been obtained. The Petitioner merely reply via their letters dated 29.08.2025 that they will seek the Court’s direction on this.

Despite the objection by the Respondents, the Petitioner did not file any application for a leave to file and use Enclosures 65 and 69 and also Enclosure 99 until specifically directed by the Court based on the request by the Petitioner.

Enclosure 112 was only filed after the Court has heard and dismissed the application of the Petitioner to cross-examine R1 and R2 (Enclosure 38) and application to stay the execution of the Court Order dated 01.10.2025 (Enclosure 93).

During the hearing of Enclosures 38 and 93, I disallowed Enclosure 99 being used for the purpose of the application of Enclosure 93 after taking into the account the objections raised by the Respondents.

After I dismissed Enclosures 38 and 93, the Petitioner sought the Court’s direction on the filing and using of Enclosure 99 for the purpose of Enclosure 1. I have then informed the Petitioner’s solicitor that the filing and using of Enclosure 99 shall be made via the application for leave and it shall be done on or before 04.03.2026 in order for the Court to determine the application before the hearing of Enclosure 1 on 06.05.2026.

Enclosure 112 was filed on 04.03.2026 by the Petitioner seeking leave to file and use Enclosure 99 as well as Enclosures 65 and 69. The inclusion of Enclosures 65 and 69 in Enclosure 112 was not in accordance with the Court direction.

I refer to the Federal Court decision in the case of Public Finance Bhd v Natcom Development Sdn. Bhd. & Ors [1996] 2 MLJ 657 referred by the Petitioner to support their contentions that the direction of the Court that Enclosure 112 to be filed has resulted any delay preceding from the filing is academic.

I am of the considered view that the facts in the instant case can be distinguished from the case of Public Finance Bhd. v Natcom Development Sdn. Bhd. & Ors. (supra) as I only disallowed Enclosure 99 be used for the purpose of Enclosure 93 on 25.02.2026. The direction given by the Court on 25.02.2026 was upon the request of the Petitioner for Enclosure 99 be used to support their applications in Enclosure 1. There was no mention about Enclosure 65 and 69 on 25.02. 2026.

The direction of the Court on 25.02.2026 is for the Petitioner to file a formal application for the use of Enclosure 99 in order for the Parties to argue on the application since the Respondents strongly objected the use of Enclosure 99. Therefore, the direction of the Court on 25.02.2026 cannot be treated as abridgement of the time for the

Petitioner to file and use Enclosure 99 and also Enclosures 65 and Hence, the Petitioner’s contention that there is no necessity for the Petitioner to explain the delay and it becomes academic is misconceived and an attempt to manipulate the Court’s fair intentions to avoid explaining the Petitioner’s delay in filing Enclosure 112.

In this regard, I would like to draw guidance from the Court of Appeal decision in the case of Khor Cheng Wah v Sungai Way Leasing Sdn. Bhd. [1996] 1 MLJ 223 where it was held that— “[19 ]… It is a cardinal principle of law that when a litigant seeks the intervention of the court in a matter that affect his rights, he must do so timeously. It is also clear that in all cases in which delay in approaching the court is in issue, the burden is upon the litigant who has delayed to render a satisfactory explanation for it. … [22 ]… It is a cardinal principle of law, that when a litigant seeks the intervention of the court in a matter that affects his rights, he must do so timeously. The maxim vigilantibus, non dormientibus, jura subveniunt , though having its origins in the Court of Chancery, is of universal application. Even in cases where a right is exercisable ex debito justitiae, a court may refuse relief to an indolent lit igant. In all cases in which delay in approaching the court is in issue, the burden is upon the litigant who has delayed to render a satisfactory explanation for it . Whether the explanation in a given case is satisfactory or reasonable depends upon the facts and circumstances of each case. And in a matter which involves the exercise of discretion, it is for the judge in whom the law primarily vests the discretion.”. [Emphasis added]

The chronology of events remains a relevant consideration in assessing whether sufficient basis has been established for the exercise of discretion in favour of the Petitioner.

Therefore, I find there was an inordinate delay on the part of the Petitioner in filing Enclosure 112, and no satisfactory explanation has been offered for such delay, notwithstanding that the Petitioner was fully aware of the Respondents’ strong objections following the filing of the said affidavits. Whether the delay in filing of the additional affidavits would prejudice the Respondents or otherwise affect the orderly disposal of the proceedings

The Petitioner submits that no prejudice would be caused to the Respondents as they would be afforded the opportunity to file reply affidavits.

However, the Respondents contend that permitting the filing of further affidavits after the close of evidence would undermine the orderly disposal of proceedings and prolong the hearing of the petition.

I accept that case management considerations and procedural discipline remain important considerations in applications involving the filing of additional affidavits after the close of pleadings and, affidavits and submissions exchange.

I must balance the interest of justice against the need for finality and orderly conduct of proceedings.

The Petitioner was aware of the Respondents’ firm objections following the filing of the three affidavits. Despite that, the Petitioner did nothing from the first letter of objection dated 28.08.2025 from the Respondents and only acted to file Enclosure 112 on 04.03.2026. This lackadaisical attitude of the Petitioner has caused inordinate delay. The inordinate delay in bringing the present application has caused serious prejudice to the Respondents.

Having considered the affidavits, the explanations advanced, the chronology of events, and the submissions of parties, I am not persuaded that sufficient grounds have been established to warrant the exercise of discretion in favour of the Petitioner.

In the circumstances, Enclosure 112 is dismissed with costs of RM10,000.00 to be awarded to the R1 and R2 respectively, subject to allocator fees, within fourteen (14) days from this Order. Dated 28 May 2026. Signed by: Sgd. …………………….. Wong Mee Ling Judge High Court of Malaya Johor Bahru Johor Darul Ta’zim. Counsel/Solicitor for the Petitioner: Mr. Eric Tan and Ms. Jamie Chan Messrs Eric Tan Counsel/Solicitor for the Respondents: Mr. Prakash Menon and Mr. Shawn Tan Messrs Raslan Loong, Shen &