(iii) The rights and interests of Ebony Ritz including the affairs thereto. [27] In the light of the above allegations, Hoe Leong and its directors have been named as parties to the proceedings must remain as defendants to ensure that all matters in dispute between the parties may be determined and adjudicated upon. The defendants are directors of Hoe Leong. In my view, the plaintiff should not be deprived of the opportunity of presenting his case against the defendants (Kejutan Holdings Sdn Bhd v. Magnum 4D (Perak) Sdn Bhd & Ors [2005] 2 CLJ 766 followed). [28] However whether the defendants were connected to the unfairly prejudicial conduct in question that it would be just in the context of s. 181 proceedings to grant a remedy against them in relation to that conduct is a matter which has to be considered by this court when this matter goes for trial. [60] In a very recent case, Tob Chee Hoong v Tob Chee Choong [2017] 1 LNS 1256 the court discussed the question as to whether the scope of s. 181 extends to complaints of oppression in respect of a 51 company other than the target company. In the case of Tob Chee Hoong, the plaintiff owns 30% of the entire capital in the fourth defendant Teletone Enterprise Sdn Bhd (Teletone Enterprise) which is the target company. The other shareholders are the first defendant who owns 10% and each of the second and third defendants, 30%. The fourth defendant Teletone Enterprise is an investment holding company and it wholly owns Orchard Circle Sdn Bhd ("Orchard Circle"), a property development company. [61] The plaintiff and all the three individual defendants, apart from being the only four shareholders of the fourth defendant Teletone Enterprise, are also the only four directors of the said fourth defendant. As for Orchard Circle, which is wholly owned by the fourth defendant Teletone Enterprise, the second and third defendants are presently its only two directors. The plaintiff and the first defendant are brothers. The second and third defendants are the sons of the first defendant, meaning they are the nephews of the plaintiff. [62] It is the plaintiff's case that both the fourth defendant Teletone Enterprise and Orchard Circle are family business or quasi-partnership, which management is conducted on the basis of personal relationship of trust and confidence. And that it is the fundamental understanding 52 between the plaintiff and the first defendant that they both ought to be jointly involved in decision-making of major and strategic matters concerning the affairs of both the fourth defendant Teletone Enterprise and Orchard Circle. The plaintiff’s grievances is that the first, second and third defendants had operated and managed the fourth defendant Teletone Enterprise and Orchard Circle in a manner that is in total disregard for the fundamental understanding and was oppressive, unfair and prejudicial to the plaintiff. [63] The defendants in their resistance to the plaintiff’s action submitted that the complaints mounted by the plaintiff which relate to Orchard Circle cannot be taken into account by the court as the plaintiff is not a shareholder of Orchard Circle. [64] In discussing the issue the court in the said Tob Chee Hoong’s case refers to the cases of Verghese Mathai and Ng Kok Pooi and said this – [22] In my view, the principle established in these cases that the complainant must, as a pre-requisite to an action under Section 181 satisfy the threshold issue of having locus standi by being a registered member of the company against which the complaints have been made, does not in any manner render this action, in so far as it concerns Orchard Circle defective. The argument of the defendants which makes 53 that contention is not entirely accurate for purposes of the instant case, by reason of not fully appreciating the import and purport of the entirety of the provisions of Section 181(1) (a) of the CA. [23] The opening words of the provisions clearly envisage that the complainant must be a member of the company where the allegation of oppression is directed at. This much is immutable. Otherwise, there is absolutely no locus to speak of. This, in the instant case, is satisfied by the plaintiff, vis-à-vis his membership in the fourth defendant. [24] Crucially however, in my assessment, the terms 'affairs of the company' found in paragraph (a) of sub-section (1) of Section 181 does not necessarily limit the scope to those 'affairs' concerning only the company of which the complainant is a member. In other words, the affairs of the fourth defendant may encompass matters which are more directly affecting its subsidiary, Orchard Circle being the prime and classic example. In certain circumstances, the affairs of a subsidiary should be construed as falling within the spectrum of the affairs of the parent company. [25] This is certainly not unfamiliar to the common concept of the consolidated financial statements for a group of companies in accordance with the governing accounting standards… … [35] The primary purpose of Section 181 is to provide remedy to the minority aggrieved by the majority's oppressive conduct in the affairs of a company. There is no compelling reason why the Courts should decline to intervene where the oppression in a subsidiary impinges on or affects the affairs of the holding company. It means for all intents and purposes, that such has become the affairs of the holding company. 54 [36] Thus focus on the words 'the affairs of the company" in the fashion they are proposed to be construed is both apposite and necessary, when proper regard be had to the commercial realities of a corporate structure of a conglomerate or a group of companies, instead of a preference for a much narrower and too legalistic a construction which does less to remove the mischief of Section 181 and promote the interest of justice. If the position were otherwise, there will be a serious lacuna in the remedies available to an aggrieved minority shareholder. [65] The court in Tob Chee Hoong’s case also referred to a Singapore Court of Appeal case Ng Kek Wee v. Sim City Technology Ltd [2014] SGCA 47 where it was held that in the context of groups of companies, courts take a practical rather than narrow and legalistic approach in construing the words "affairs of a company" and that the question that must be answered in this regard is whether the affairs of the subsidiary affect or impact the holding company. It was further held that the balance between these competing interests would be properly drawn by a requirement that commercially unfair conduct in the management of a subsidiary would be relevant so long and to the extent that such conduct affected or impacted the holding company whose member was the party claiming relief from oppression. 55 [66] The court in Tob Chee Hoong then ruled – [50] I would respectfully follow this observation and rule that in this country, similarly, the phrase 'affairs of the company' found in Section 181(1) of the CA (and the new but identically worded Section 346(1) of the Companies Act 2016) should be construed widely, to encompass the affairs of entities which are not themselves the subject of the oppression action, but which affairs of those entities, affect the subject company in the nature and to the extent which is beyond the inconsequential, be it a parent or a subsidiary. [67] In the instant case, the Plaintiff has alleged that monies of the 2nd Defendant Safety Capital to the sum of RM4,900,000 has been unlawfully utilised by the 3rd Defendant to make payments to herself and entities associated with the 3rd Defendant in the amount of RM4.9 million. It is said that the 2nd Defendant Safety Capital has cash in excess RM50 million and the said monies was intended for the family investment in due course when the opportunity arises. The family had left the affairs of the 2nd Defendant Safety Capital very much in the hands of the 3rd Defendant. The Plaintiff requests for information relating to the payment made from the 2nd Defendant Safety Capital and suggestion for additional signatories be appointed to the banking account of the 2nd Defendant Safety Capital was not acceded to by the 3rd Defendant. 56 [68] As stated above there is a Consent Order dated 21 February 2013 in subsistence where the 3rd Defendant consented not to deal with the funds of the 2nd Defendant Safety Capital except for tax and operating expenses purposes. However the subsistence of such order does not mean the alleged oppressive act on the part of the 3rd Defendant ceases as it is the effect of such oppressive act which matters (see the case of Owen Sim Liang Khui). [69] Learned counsel for the 2nd Defendant Safety Capital and the 4th Defendant distinguished the case of Tob Chee Hoong with the instant case on the following grounds –