Moong Chan Pheng v Creative Ingredients Sdn. Bhd. (MA-28NCC-38-10/2025)

CREATIVE INGREDIENTS SDN BHD [Co. No. 200701015778 (773785-U)]

ONG YI SHENG (NRIC NO. 030301-04-0485) ...RESPONDENTS

This is a petition filed pursuant to both Section 465(1)(f) and/or Section 465(1)(h) of the Companies Act 2016. The Petitioner is a current shareholder and used to be a director of the $ 1^{\mathrm{st}} $ Respondent.

The crux of the Petitioner's complaint herein is that based on the circumstances of this case, the contentions are that: - i. He had been oppressed in his capacity as a minority shareholder and is entitled to obtain relief at law, and/or; ii. In the alternative, the Petitioner contends that it is just and equitable that the $ 1^{\mathrm{st}} $ Respondent be wound up, for the purposes of how he came about to partake in the $ 1^{\mathrm{st}} $ Respondent no longer existed.

This matter proceeded by way of an originating summons with affidavits filed in by the respective parties.

The parties prepared written submissions and made further oral submissions at the hearing conducted on 26.03.2026. This Court's decision was delivered on 27.04.2026.

I dismissed Enclosure 1 being the Petition herein with costs of RM15,000.00 subject to allocatur for the Petitioner had failed to prove that the assertions made justified the prayers sought after.

The $ 1^{\mathrm{st}} $ Respondent was incorporated on 17.05.2007. It was initially a dormant company owned by the family members of the $ 2^{\mathrm{nd}} $ Respondent with no active business at the beginning.

From 2008, the Petitioner and $ 2^{\mathrm{nd}} $ Respondent, who were previously work colleagues in another company within the food industry, decided to pursue a venture in food stabilizing systems, with the Petitioner providing the expertise and the $ 2^{\mathrm{nd}} $ Respondent providing the funding.

The said venture began in 2008 when the Petitioner participated via his nominee, and in 2010 in his own name when formalities were completed to become a shareholder of the $ ^{1 \mathrm{st}} $ Respondent.

After initial changes in the shareholding of the $ 1^{\mathrm{st}} $ Respondent, it finally settled on the shareholding structure of which this action is based upon.

For the purposes of the said venture, the shareholding of the $ 2^{n d} $ Respondent at the material time was as follows: - i. The $ 2^{\mathrm{nd}} $ Respondent held 75,000 shares, being 75% equity ii. The $ 3^{rd} $ Respondent held 5,000 shares, being 5% equity; and iii. The Petitioner held 20,000 shares, equivalent to 20% equity.

The $ 1^{\mathrm{st}} $ Respondent had a total authorised and paid-up share capital of RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each.

The directors of the $ 1^{\mathrm{st}} $ Respondent at or before 29.04.2025 were: i. the $ 2^{\mathrm{n d}} $ Respondent, Ong Chin Chien; ii. the $ 3^{\mathrm{rd}} $ Respondent, Yong Po Choo and iii. the Petitioner, Moong Chan Phieng.

The Petitioner's case in a nutshell is based on the assertion that he was the person with the technical knowledge of the business of the $ 1^{\mathrm{st}} $ Respondent, basically the brains and expertise behind the company, who was then what can be termed as unceremoniously removed from the management and administration. i. The Petitioner represented himself as a person who had both the required expertise and experience in the food stabilizing systems industry. ii. The Petitioner further contended that it was because of his qualifications and vast experience garnered through years of being in the field of food science in Malaysia and in particular his expertise in food stabilizing systems that he was sought after by the $ 2^{n d} $ Respondent to be a part of the $ 1^{s t} $ Respondent. iii. Allegedly, the Petitioner was to spearhead the business and its management with the $ 2 ^{n d} $ Respondent providing the necessary funding. According to the Petitioner, several promises were made and assurances given by the $ 2 ^{n d} $ Respondent in order to secure his participation.

It was based on this premise that he became a part of the $ 1^{\mathrm{st}} $ Respondent as a minority shareholder, or in other words, to partake in the venture proposed by the $ 2^{\mathrm{nd}} $ Respondent, to be undertaken by the $ 1^{\mathrm{st}} $ Respondent as the corporate vehicle.

The Petitioner's further complaint was that as a consequence of his removal from the board and management by the $ 2^{n d} $ to $ 4^{t h} $ Respondents, this move had allegedly prejudiced the $ 1^{s t} $ Respondent financially.

The Respondents, on the other hand have contended that all the complaints merely stemmed from the fact that the Petitioner feels aggrieved as the minority shareholder and that this action was only predicated on his dissatisfaction with decision of the majority shareholders. There was nothing sinister about the decisions taken by the majority shareholders. Issues to be determined

Both parties raised several issues that needed to be answered. However, in my view, the questions posed to this Court relates to the conduct of the members and director of the $ 1^{\mathrm{st}} $ Respondent as to just 3 main issues: - i. whether there was oppression inflicted upon the Petitioner as envisaged under Section 465(1)(f) of the Companies Act 2016 because he was a minority shareholder; ii. whether the sole reason for the Petitioner agreeing to partake in the venture through the corporate vehicle in the guise and form of the $ 1^{\mathrm{st}} $ Respondent had been extinguished by reason of him being forced out of the management of the $ 1^{\mathrm{st}} $ Respondent. In other words, the loss of substratum of the Petitioner's agreement to participate, the raison d'etre of the Petitioner's involvement with the $ 1^{\mathrm{st}} $ Respondent; iii. And whether, if any of the above is answered in the affirmative, is this Court obliged to order the winding up of the $ 1^{\mathrm{st}} $ Respondent under Section 465(1)(h) of the Companies Act 2016? Analysis of Facts Issue 1: Whether there was oppression inflicted upon the Petitioner as envisaged under Section 465(1)(f) of the Companies Act 2016 because he was a minority shareholder

The Petitioner had raised the following instances in his efforts to prove his assertions. Alleged significant events

Based on the affidavits, it can be deduced that the Petitioner had relied on 2 significant events which led to him being ousted from the management and board of directors, being the alleged oppressive conduct. The other allegations made by the Petitioner can be attributed as flowing from these 2 events which this Court shall primarily deal with. i. Board of Directors' Meeting of 29.04.2025 where the $ 2^{nd} $ and $ 3^{rd} $ Respondents out-voted the Petitioner to appoint the $ 4^{th} $ Respondent as an additional director. Effectively, from 02.05.2025, the 1st Respondent's Board of Directors consisted of the Petitioner and the $ 2^{nd}-4^{th} $ Respondents; ii. The Annual General Meeting held on 11.06.2025 where the Petitioner claims that he was removed as a director at the behest of the $ 2^{n d} $ and $ 3^{r d} $ Respondents who "played an active role by defeating the resolution to re-appoint the Petitioner as a director.." (as stated at paragraph 12 of the Petition); iii. The abovementioned events laid the foundation for the Petitioner to believe that he was effectively ousted from the management of the $ 1^{\mathrm{st}} $ Respondent, purportedly paving the way for the company to be run as a family unit, to the exclusion of the Petitioner.

Looking at these events and the affidavits, I am unable to agree with the contentions of the Petitioner. Nothing was shown to be extraordinary or designed to prejudice the Petitioner.

What had transpired can be considered as normal occurrences of a majority shareholder or a majority bloc wanting to have more say in the management of a company. After all, the $ 2^{n d} $ Respondent and his family were the ones who were funding the $ 1^{s t} $ Respondent, and they were the majority shareholders.

Further, the Petitioner's own assertion in the petition in respect of his place on the board of directors is contradictory. One can never be termed as being "removed" when in actual fact his tenure as director had come to an end (as per the articles, a term of 3 years, then must seek re-election) and he was actively, albeit unsuccessfully, seeking re-election in accordance with the Articles of Association of the company.

It must also be highlighted that these events only happened in 2025, a good several years (since 2010) after the parties decided to embark on this venture with the Petitioner despite claiming that he was the main person in charge of management with almost full authority and decision-making power (paragraph 30 of the Petition).

In his own words, the Petitioner claims that he was the de facto managing director. This was denied by the $ 2 ^{n d} $ Respondent, who in turn, produced documents to show that the Petitioner was actually a technical consultant to the company. i. However, despite all that, the Petitioner, if he was truly in charge, saw it fit to not reduce anything to writing by any instrument akin to a shareholders' agreement and merely relied on alleged promises that the Respondents have denied; ii. In the absence of any written agreement between the shareholders, this Court is of the considered view that the general provisions and principles of the management of a company shall apply. Success of the 1 $ ^{st} $ Respondent: the catalyst for the Petitioner's expulsion?

It was not disputed that the 1 $ ^{1 s t} $ Respondent under the stewardship of the Petitioner thrived in its given industry. It was also not disputed that the Petitioner was given his just rewards for the company's success (paragraph 55 of the Petition). It was not that the Petitioner was deprived of his dividends or his salary.

It was due to the success of the $ 1^{\mathrm{st}} $ Respondent that the Petitioner has alleged that the $ 2^{\mathrm{nd}} $ Respondent began 'orchestrating' moves to remove the Petitioner in order to channel the wealth to him and his family only, more particularly to Victual Industries Sdn Bhd, a company controlled by the $ 2^{\mathrm{nd}} $ Respondent and his family.

The 'moves' that the Petitioner has relied upon, amongst others can be listed as follows: - i. Appointment of Messrs David Gurupatham & Koay as company solicitors which allegedly is an abuse of power for the said law firm sent a letter dated 11.04.2025 detailing the Petitioner's alleged wrongdoings and misconduct in the execution of his duties as a director then; ii. The Petitioner's suspension of employment and revocation of any authority in respect of the company's affairs; iii. The $ 1^{\mathrm{st}} $ Respondent's failure to conduct an inquiry into the allegations of misconduct and wrongdoings, and the lifting of the work suspension; iv. The instruction to report for duty after suspension, without any authority or power of management coupled with the exclusion from a new organisational chart, designed to humiliate the Petitioner within the company. v. For the record, the above are now issues that have been brought to the Industrial Court. This is now a matter before the Industrial Court as the Petitioner eventually regarded himself as being constructively dismissed.

All issues and assertions in relation to the above have not been proven and are disputed by the Respondents. Further, I am of the view that there is nothing sinister in a company appointing a firm of solicitors to act on its behalf. No evidence was produced to show that the actions taken were designed to prejudice the Petitioner, to benefit the $ 2 ^{n d} $ to $ 4 ^{t h} $ Respondents, or even enrich Victual.

There is also no evidence that the $ 2^{\mathrm{n d}} $ to $ 4^{\mathrm{t h}} $ Respondents have acted in pursuit of their own interests to the detriment of the Petitioner. The principles as laid down in Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227 were considered and applied. The 1 $ ^{st} $ Respondent's alleged loss of revenue

It was contended that upon the Petitioner's alleged 'expulsion' from the management of the $ 1^{\mathrm{st}} $ Respondent, the company's revenue plunged by approximately 70%.

The short reply to that would be no evidence had been produced to show this. No credible financial analysis had been produced in court.

In any event, if there were any decisions that had been taken by the directors which have caused loss and damage to the company, then the rightful party to commence the action would be the company itself or by a member or director by way of a derivative action for the benefit of the company. Hence, nothing hinges on this argument.

In this respect, this Court adopts the principle as laid down by the Privy Council in Tay Bok Choon v Tahansan Sdn Bhd [1987] 1 MLJ 433 in respect of allegations denied in affidavits. In the absence of oral evidence or cross examination, the court is obliged to ignore the disputed allegations. The fate of the petition then lies by considering the undisputed facts.

The Petitioner has not disclosed sufficient grounds to justify this Court's intervention under S.465(1)(f) of the Companies Act 2016. The answer to Issue 1 is in the negative. Issue 2 Whether the sole reason for the Petitioner agreeing to partake in the venture through the corporate vehicle in the guise and form of the $ 1^{st} $ Respondent had been extinguished by reason of him being forced out of the management of the $ 1^{st} $ Respondent. In other words, the loss of substratum of the Petitioner's agreement to participate, the raison d'etre of the Petitioner's involvement with the $ 1^{\mathrm{st}} $ Respondent

In this respect, the Petitioner contends that there was a quasipartnership scenario between him and the 2nd Respondent, in what is known as the Ebrahimi Principle as laid down in case of Ebrahimi v Westbourne Galleries Ltd [1973] AC'360.

Upon his removal as a director, the Petitioner claims that the substratum of the company has gone. He only agreed to be included in the 1 $ ^{st} $ Respondent for the following reasons: - i. to jointly collaborate with the $ 2^{\mathrm{n d}} $ Respondent in the said particular industry; ii. for the Petitioner to continue to sit on the board of directors; iii. for the Petitioner to manage the company; iv. for the $ 2^{n d} $ Respondent to finance the collaboration or venture; v. for the parties to share the fruits of success earned thru the Petitioner's expertise.

The Petitioner further relies on the contention that since he has not been given access to the accounts of the company, his removal from the board and that the humiliation that he had suffered by no longer being a part of management, shows that the relationship between the parties has irretrievably broken down.

In reply, the $ 2^{\mathrm{nd}} $ Respondent in his affidavit at enclosure 9, paragraph 30, said that there was no symbiotic relationship between him and the Petitioner, and that the Petitioner was always treated as though he was an employee. “...Saya telah dinasihati oleh peguamcara saya dan menyatakan bahawa, pada setiap masa yang material, hubungan antara Pempetisyen dan saya tidak pernah merupakan suatu “perkongsian simbiotik (symbiotic partnership)” sebagaimana didakwa. Hubungan tersebut adalah bersifat hierarki, di mana Pempetisyen berfungsi seperti seorang pekerja dan melapor terus kepada Responden Kedua…”

Looking at the evidence in totality, the finding of fact leans towards the conclusion that there was no quasi-partnership scenario here. Further, the fact that the Petitioner was initially employed as a consultant also seems to sway to the conclusion that the relationship between the Petitioner and $ 2^{\mathrm{nd}} $ Respondent were not as "partners".

I wish to further add that I am puzzled by the fact that there was no shareholders' agreement to reflect the alleged arrangement between the Petitioner and the 2 $ ^{nd} $ Respondent, despite knowing that the said business would be highly lucrative, and despite the Petitioner claiming to be at the helm of the 1 $ ^{st} $ Respondent company for more than 10 years.

What is only undisputed is the fact that both the Petitioner and $ 2^{\mathrm{nd}} $ Respondent knew each other from their time when they were both employed in other companies and both saw a business opportunity.

The business opportunity currently is still operating as an ongoing concern notwithstanding the fact that the Petitioner is no longer in management.

At no point too has the Petitioner lost his rights as a member/shareholder of the $ 1^{\mathrm{st}} $ Respondent. Once again, the Petitioner has failed to provide sufficient evidence to prove his allegations in the Petition.

Issue No.2 is also answered in the negative.

The principle of just and equitable in Section 465(1)(f) of the Companies Act 2016 does not necessarily equate to any form of injustice if it relates to inconveniences or dissatisfaction on the part of a minority shareholder vis a vis decision of the majority. Hence, Issue No.3 is also answered in the negative.

It is this Court's considered view that in the absence of a proper/comprehensive written shareholders agreement, there is no legitimate expectation that a member/shareholder will continue to participate in management.

The irony of the circumstances is this:- this was a person (Petitioner) who had total control of management and administration of the $ 1^{\mathrm{st}} $ Respondent from the word go till 2025. The Petitioner had every opportunity to put in all the necessary safeguards which would naturally be designed to override the general principles of company management and relationship between shareholders. He did not do so.

Mere perception of exclusion from management or mismanagement of the $ 1^{\mathrm{st}} $ Respondent does not and is not enough to come to the conclusion that it has gone to the root of the company's substratum. Hence, does not satisfy neither the requirements nor threshold for a successful action under the just and equitable principle.

Further, not every shareholder's dispute justifies the grant of a draconian winding up order: see the case of Dato' Ting Chek Sil v Datuk Hj Muhammad Tufail [2007] 3 MLRH 858.

Another point which comes to my attention and cannot be overlooked, is the proverbial elephant in the room, which surprisingly has been scantily treated by the Petitioner: that of the Respondents being the principal funder/financier of the company. Ideas without funding will remain to be ideas.

Based on the above, I dismiss the Petition with costs of RM15,000.00 subject to allocatur. For the Petition:Muthuraman Muthu S/O Muthuppalaniappan @ Mani M/s Muthu & PartnersFor the Respondents:David Gurupatham Thej Eashen Previndran M/s David Gurupatham & Koay