Shine Technology Pte. Ltd. v Shine DC Technology Sdn. Bhd. (JA-28NCC-156-09/2025)

This Court hears two interlocutory applications by the Respondent –

Enclosure 23, a summons to strike out the winding-up Petition presented under s.465(1)(h) of the Companies Act 2016 [Act 777]; and

Enclosure 28, an application to expunge the Affidavit Verifying Petition.

Parties filed in written submissions and orally submitted before this Court today. This is the Court’s decision.

The Petitioner, a Singapore company, presented a winding-up petition against the Respondent on 3.9.2025 on the "just and equitable" ground. The Petition alleges that the Petitioner was the original controlling shareholder of the Respondent but was stripped of its shareholding through allegedly improper share issuances by Mr Chee Chern Chun, the Respondent's sole director.

The corporate structure involves Shine Tech (Singapore) with shareholders Mr Ni Ke (60%) and Mr Chee (40%). The Respondent contends that Mr Chee now holds 93.33% of Shine DC while Shine Tech holds only 6.67%. The Petitioner disputes this, alleging the shareholding matrix resulted from unilateral and improper conduct.

The Respondent invokes O.18 r.19 Rules of Court 2012 and the inherent jurisdiction, contending the Petition is unsustainable, frivolous and an abuse of process. The Respondent argues on the followings –

Mr Ni Ke is not a shareholder of Shine DC;

Shine DC is not a quasi-partnership;

the company is a going concern with no deadlock;

alternative remedies exist under s.346;

the Petition is brought for collateral purposes;

the Petition fails to name the shareholders as parties; and (g) the breakdown pleaded is between Mr Ni Ke and Mr Chee, who are shareholders of Shine Tech (Singapore), not shareholders of Shine DC.

The striking-out jurisdiction is a summary power to be exercised sparingly. Both parties referred to Blue Valley Plantation Bhd v. Periasamy Kuppannan & Ors [2011] 5 CLJ 481. The Petitioner relies on the Federal Court's observation that winding-up procedure is designed to proceed to hearing without interlocutory detours. The Respondent, on the other hand, relies on the same authority for the proposition that a petition may be struck out where it is plainly and obviously vexatious or an abuse. In my view, these positions can be reconciled : the Court retains jurisdiction to strike out in an appropriate case, but that jurisdiction is not to be used to prematurely determine disputed merits which ought to be determined at the Petition hearing.

This Court finds the Respondent's arguments do not warrant striking out for the following reasons –

The shareholding dispute is intertwined with allegations of improper issuances and the contested facts are unsuitable for summary determination;

Quasi-partnership is not a prerequisite. The Court of Appeal in WTK Realty Sdn Bhd v. Kathryn Ma Wai Fong & Another Appeal [2024] 6 CLJ 33 held that the categories for invoking the "just and equitable" ground are not closed and breakdown of mutual trust and confidence is itself sufficient;

profitability is irrelevant for s.465(1)(h) of Act 777. The Federal Court in Tan Keen Keong v. Tan Eng Hong Paper & Stationery Sdn Bhd & Ors and Other Appeals [2021] 2 CLJ 318 held that the just and equitable ground does not require insolvency. The Respondent's submission that there is no deadlock because Mr Chee controls the company and business continues as usual ironically supports, rather than defeats, the Petitioner's case. It underscores the Petitioner's complaint of exclusion and the impossibility of restoring a relationship of mutual confidence within the company's governance structure where control is exercised unilaterally by one party;

the availability of alternative remedies is a factor for the substantive hearing, not a threshold defect warranting strike-out; and

the abuse/multiplicity complaint cannot be resolved as "plain and obvious" on the interlocutory record. Notably, both parties are seeking to wind up each other. The Respondent has filed to wind up the Petitioner in Singapore’s Court, confirming total breakdown.

As to the Respondent's contention that the Petition is defective for failing to name the shareholders as parties, the Respondent relies on Dato' Tan Toh Hua & Ors v Tan Toh Hong & Ors [2001] 1 MLJ 369 and Chu Kok Khing v Tan Kheng Guan (Re Shigen Polycolor Sdn Bhd (in liquidation)) [2023] MLJU 1224 for the proposition that in a just and equitable petition, the company is only a nominal party and the real dispute is between shareholders who ought to be joined.

This Court does not find that this procedural objection warrants striking out. First, the question of joinder can be addressed by appropriate directions without the draconian step of striking out the entire Petition. Second, Chu Kok Khing concerned the setting aside of a winding-up order where there had been no service at all on a named contributory, a factual matrix materially different from the present case. Third, this Court retains case management powers to cure procedural irregularities and the proper remedy (if joinder is required) is joinder, not striking out.

The Respondent invokes the principle of natural justice and the maxim audi alteram partem, relying on Muniandy a/l Thamba Kaundan & Anor v D & C Bank Bhd & Anor [1996] 1 MLJ 374. That case concerned a party who was not served with notice of an adjourned hearing and was thereby deprived of any opportunity to be heard before orders were made against him. The factual matrix is entirely different from the present case. Here, Mr Chee has full knowledge of the Petition and these proceedings. He is the sole director and controlling shareholder of the Respondent, has personally affirmed affidavits in support of Enclosures 23 and 28, and has instructed solicitors who appear on the Respondent's behalf. There has been no deprivation of the right to be heard. The principle in Muniandy has no application. In any event, if Mr Chee ought to be joined as a party, the appropriate remedy would be to direct joinder, not to strike out the Petition.

As to the argument that the breakdown is pleaded at the wrong corporate level (i.e., between Mr Ni Ke and Mr Chee as shareholders of Shine Tech, not Shine DC), this conflates the identity of the individuals involved with the legal characterisation of the dispute. The Petitioner's pleaded case is that Shine Tech was the original controlling shareholder of Shine DC and has been excluded through allegedly improper issuances. The reference to the relationship between Mr Ni Ke and Mr Chee contextualises the alleged breakdown but does not concede that the Petition lacks a proper legal foundation under s.465(1)(h) of Act 777. The Respondent's characterisation overlooks that the Petition expressly pleads how the breakdown has manifested within Shine DC itself, namely, the alleged unauthorised dilution of the Petitioner's original 100% shareholding in Shine DC, the Petitioner's exclusion from participation in Shine DC's affairs and the loss of confidence in Mr Chee's stewardship of Shine DC. These are not matters external to Shine DC but go to the heart of the company's governance. The proper characterisation of the Petition's averments is a matter for the Petition hearing, not summary determination.

This Court notes that the Respondent has not filed any Affidavit in Opposition to the Petition pursuant to Rule 30(1) of the Companies (Winding-Up) Rules 1972. The Respondent submits that the deadline has not arisen because the hearing date was vacated. Be that as it may, it is significant that the Respondent seeks to strike out the Petition on multiple substantive grounds while simultaneously declining to place before the Court its substantive answer to the Petition. Procedural objections do not suspend or negate the requirement to respond on the merits, especially where the alleged defects are contested.

In conclusion, the Petition discloses an arguable basis under s.465(1)(h) of Act 777 and is not so plainly unsustainable or abusive as to warrant striking out. Therefore, Enclosure 23 is dismissed.

The Respondent seeks to expunge the Affidavit Verifying Petition affirmed by Mr Ni Ke on 4.9.2025. The ground is that the jurat states "translation not required" although Mr Ni Ke is a Chinese citizen who signed using Chinese characters. The Respondent points to a subsequent affidavit (Enclosure 31) which contains a Chinese translation jurat, characterising this as a "fatal admission" that Mr Ni Ke does not understand English.

This Court finds the Affidavit Verifying Petition is not defective. The evidence shows Mr Ni Ke has sufficient command of English : approximately two years' residence in Singapore where English is the primary language of commerce; four earlier affidavits in English without objection; business correspondence and director's resolutions in English. The subsequent inclusion of a Chinese jurat was done to neutralise technical objection, not as admission of incapacity.

Even if there was any defect, to my mind, it is curable under the Rules of Court 2012. The Court of Appeal in Redang Paradise Vacation Sdn Bhd v. Yap Chuan Bin & Other Appeals [2017] 10 CLJ 296 held that under O.1A and O.2 of the Rules of Court 2012, it is no longer an option to strike out for non-compliance without giving opportunity to regularise. The governing inquiry is whether the non-compliance –

goes to the root of the proceeding;

occasions irremediable prejudice; and

cannot be cured. None is satisfied here.

The Respondent contends that Redang Paradise Vacation Sdn Bhd is inapplicable as it is concerned with the service of Notice of Appeal. However, Redang Paradise Vacation Sdn Bhd articulates a general principle under the ROC 2012 regime, that non-compliance must be assessed by whether it goes to the root of the proceeding, occasions irremediable prejudice and cannot be cured. This framework applies across procedural contexts, not merely to appellate service requirements. The Respondent has not shown how the alleged jurat deficiency goes to the root of these proceedings, occasions any prejudice, or is incurable.

The Respondent relies heavily on Maria Yusof v. Abdullah Gendak [2015] 9 CLJ 243, where the Court held that non-compliance with O.41 r.3 constitutes a substantive irregularity that cannot be cured by O.41 r.4 or O.1A. However, Maria Yusof is distinguishable on its facts. The deponents there signed by thumbprint only, raising genuine issues of identity and authenticity and there was no corroborating evidence whatsoever that they understood the affidavits. The learned Judge expressly noted the absence of “any other evidence” such as confirmation by lawyers. Here, Mr Ni Ke signed conventionally, communicated in English with the Commissioner for Oaths, has resided in Singapore for approximately two years where English is the primary language of commerce and has executed multiple English documents. The present facts are materially different.

The High Court in Kunshan Yuanjianghong Textile Co Ltd v. Cheow Chee Yong & Anor [2021] 8 CLJ 476 held that the test under O.41 r.3 ROC 2012 is whether it “appears” to the court that the deponent understood the affidavit. The provision uses words like “appeared” and “seemed”, recognising that absolute certainty is impossible. As long as the court is satisfied that it appears the deponent understood, that suffices. The Respondent contends that Kunshan Yuanjianghong Textile Co Ltd is distinguishable because the affidavit there contained a proper jurat in Form 74(d). However, the ratio of Kunshan Yuanjianghong Textile Co Ltd on the applicable standard of “appears to understand” remains instructive. Mr Ni Ke’s conduct, i.e., communicating in English with the Commissioner for Oaths, executing English documents, and residing in Singapore for two years, satisfies this threshold.

Further, this Court finds that the Respondent's objection is an afterthought. Enclosure 23 was filed on 23.9.2025 without raising this issue; Enclosure 28 was only filed on 3.10.2025. The Respondent has engaged substantively with the allegedly defective affidavits. This conduct is inconsistent with genuine objection and suggests tactical delay.

The standard for expungement requires content that is scandalous and irrelevant (see : Casa Armada Sdn Bhd v. Shapadu Energy & Engineering Sdn Bhd [2022] 1 LNS 328). The Respondent's complaint is purely technical.

The Respondent contends that Casa Armada is distinguishable as it concerned the filing of an unaffirmed affidavit during the Movement Control Order period under Practice Direction No. 9 of 2021. However, the principle remains applicable: an affidavit should only be expunged where its contents are both irrelevant and scandalous. The Respondent has not identified any scandalous content in the Affidavit Verifying Petition.

As to the Respondent’s objection regarding the “CamScanner” watermark on the signature page of Enclosure 31, this objection is misconceived. Modern electronic filing routinely involves scanning documents and converting them to PDF format for submission through the e-Filing system. The use of scanning applications is commonplace in contemporary litigation practice. There is no allegation, let alone proof, of post-affirmation alteration, substitution, fraud or manipulation. The original signed affidavit is available for Court inspection. The Respondent relies on Voon Mow Chen v. Menteri Dalam Negeri & Anor. And Five Other Cases [1993] 4 CLJ 195, but that case concerned a pre-executed jurat on a separate page with no connection to the deposition, raising concerns of abuse by attaching pre-executed jurats to subsequently prepared averments. That mischief does not arise here. The jurat in Enclosure 31 clearly relates to and forms part of the same affidavit. The mere presence of a scanning watermark does not impugn the affidavit’s authenticity or validity.

The Respondent’s reliance on Paramount Link Sdn Bhd lwn. Rossington Consolidated Sdn Bhd [2013] 3 CLJ 457 is misplaced. In Paramount Link, the defects were patent and fundamental : the winding-up petition was undated and the Affidavit Verifying Petition expressly referred to and verified an undated petition. Prima facie evidence could not arise at all. Here, no such fundamental defect exists. The Petition is dated, properly filed, and supported by an affidavit that was duly affirmed. The alleged defects raised by the Respondent concern form and manner, not the absence of verification or affirmation.

In conclusion, the Affidavit Verifying Petition is not defective. Even if there was any deficiency, it does not go to the root of the proceeding, occasions no irremediable prejudice and is curable. The Respondent’s objection is purely technical, raised as an afterthought for tactical purposes. Enclosure 28 is dismissed.

Both applications represent interlocutory detours aimed at derailing the Petition without engaging on the merits. The Respondent raises multiple substantive objections yet has not filed an Affidavit in Opposition. As observed by Collins MR in Re Coles and Ravenshear’s Arbitration [1907] 1 KB 1, "the relation of the rules of practice to the work of justice is intended to be that of handmaid rather than mistress."

In the premises, the Court makes the following orders –

Enclosure 23 is dismissed;

Enclosure 28 is dismissed;

The Affidavit Verifying Petition remains valid and on record;

Costs of RM8,000.00 each for Enclosure 23 and Enclosure 28, subject to the allocator;

The Respondent shall file and serve its Affidavit in Opposition within the timeline to be fixed by the Court; and

The Petition shall proceed to be heard on its merits on a date to be fixed. Dated : 6 January 2026 Dr. Noradura Binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru Counsel for the Petitioner : Cecilia Tan Shee Shia together with Fatin Izyan binti Muhamad Fadzil : Messrs Soh Hayati & Co Counsel for the Respondent : Justin Voon Tiam Yu together with Victor Pang Chee Siong : Messrs Justin Voon Chooi & Wing