Soon Lai Tiong v LIM Tian Fei (JA-24NCC-45-09/2025)

LIM TIAN FEI [NRIC NO. : 671227-01-5627]

LENG KAK TIP [NRIC NO. : 620603-06-5207]

LENG AH LEE [NRIC NO. : 690727-06-5448]

A.K.K. HARDWARE SDN BHD [COMPANY NO. : 199001016158 (207827-M)] ...DEFENDANTS

This is an application by the Plaintiff under Section 346 of the Companies Act 2016 [Act 777] for relief from alleged oppressive S/N nvPkQrhTtUeQaIz1rLnvw conduct by the First, Second, and Third Defendants in the affairs of the Fourth Defendant (“the Company”).

The Plaintiff seeks, inter alia, the following principal reliefs –

a declaration that the affairs of the Company are being conducted in a manner oppressive to the Plaintiff and/or in disregard of his interests as a member;

an order that the First, Second, and Third Defendants purchase the Plaintiff's 82,500 ordinary shares at fair value to be determined by an independent valuer;

in the alternative, an order for the winding up of the Company under Section 346(2) Act 777; and

Injunctive relief restraining the Defendants from excluding the Plaintiff from management and from destroying company records.

The First, Second and Third Defendants resist the application, contending that no oppression has been established and that the Plaintiff's complaints amount to nothing more than disagreements over management decisions which do not meet the statutory threshold under Section 346 Act 777.

Parties filed written submissions and a bundle of authorities and solely relied on their submissions. This Court now delivers its decision. S/N nvPkQrhTtUeQaIz1rLnvw

The Company was incorporated on 15 November 1990 and carries on the business of trading hardware in Pasir Gudang, Johor. The shareholding structure is as follows – SHAREHOLDER NO. OF SHARES PERCENTAGE Soon Lai Tiong (Plaintiff) 82,500 25% Lim Tian Fei (First Defendant) 82,500 25% Leng Kak Tip (Second Defendant) 82,500 25% Leng Ah Lee (Third Defendant) 82,500 25% TOTAL 330,000 100%

All four shareholders are also directors of the Company. It is undisputed that the Company was operated on the basis of mutual trust and informal arrangements for over three decades since its incorporation.

From around 2010 onwards, with the agreement of all directors, the Plaintiff's wife took charge of the daily operations of the Company, including staff supervision, cash collection, supplier arrangements, S/N nvPkQrhTtUeQaIz1rLnvw and approval of payments. The Plaintiff himself was primarily involved in transportation and delivery matters.

The disputes giving rise to this application began in early 2025. The chronology of material events is as follows – DATE/ TIME PARTICULARS 10 March 2025 A Notice from Directors ("the Notice") was issued, purportedly restricting the release of Company information without directors' approval. The Notice specifically named the Plaintiff. Early April 2025 The Second and Third Defendants accused the Plaintiff's wife of misappropriating approximately RM500,000.00 from the Company. 17 April 2025 The Plaintiff's wife resigned from her role in the Company. 25 April 2025 The Plaintiff requested Company documents from the Company Secretary. 28 April 2025 The Company Secretary responded that documents could not be released without consent of the other directors. Post-April 2025 The Second and Third Defendants took over day-to-day operations. The Third Defendant's niece was employed to assist. 12 June 2025 An Extraordinary General Meeting ("EGM") was convened by the Plaintiff. The Second S/N nvPkQrhTtUeQaIz1rLnvw Defendant was absent. The First and Third Defendants did not vote on the Plaintiff's proposed resolutions. 13 August 2025 The Plaintiff made a second request for share transfer documents spanning 35 years. 19 August 2025 The Company Secretary responded, explaining that some historical records were not in their custody, and invited the Plaintiff to inspect documents at the secretary's office. 16 September 2025 The present Originating Summons was filed.

The Plaintiff alleges that the First, Second and Third Defendants have engaged in a course of conduct that is oppressive to him as a member of the Company, in disregard of his interests and/ or unfairly prejudicial to him within the meaning of Section 346 Act 777. The alleged oppressive acts are summarized as follows –

the unilateral issuance of the Notice dated 10 March 2025, which specifically named and targeted the Plaintiff, purporting to restrict his access to Company information despite his status as a director;

the baseless accusation of RM500,000.00 misappropriation against the Plaintiff's wife, without any proper investigation, used as a pretext to marginalize the Plaintiff;

the forced resignation of the Plaintiff's wife under duress; S/N nvPkQrhTtUeQaIz1rLnvw

the takeover of day-to-day operations by the Second and Third Defendants and the employment of the Third Defendant's niece without Board approval;

the exclusion of the Plaintiff from the operational WhatsApp group used by the Defendants;

the denial of access to Company documents, with the Company Secretary stating that the Plaintiff was "no longer authorised" and conditioning his statutory rights as a director on the consent of the very directors accused of oppression; and

the deliberate engineering of a deadlock at the EGM on 12 June 2025, where the Defendants refused to vote on resolutions, thereby frustrating governance and trapping the Plaintiff in an indefinite stalemate.

The Plaintiff submits that the Company operated as a quasi-partnership, with all four shareholders holding equal stakes and participating in management through informal mutual trust. He contends that he had a legitimate expectation of continued participation in management and access to information, which the Defendants have violated.

The Plaintiff further submits that the relationship among the directors has irretrievably broken down, making continued co-management impossible. He seeks a buy-out of his shares at fair value as the appropriate remedy that would bring an end to the matters complained of while preserving the continuity of the Company. S/N nvPkQrhTtUeQaIz1rLnvw

The First, Second and Third Defendants resist the application on multiple grounds –

the quasi-partnership characterization was never pleaded in the Originating Summons or supporting affidavits and the Plaintiff cannot advance an unpleaded case through submissions. They rely on the Court of Appeal decision in Joseph Paulus Lantip v Tnio Chee Chang and another appeal [2020] 5 MLJ 708;

even if considered, the Company does not satisfy the Ebrahimi v. Westbourne Galleries Ltd [1973] AC 360 criteria for a quasi-partnership. They cite Eng Man Hin & Anor v. King's Confectionery Sdn Bhd & Ors [2005] 8 CLJ 77 and Teoh Soo Beng v Golden Castle City Sdn Bhd & Ors and another case [2017] MLJU 2041;

the Plaintiff remains a director and shareholder of the Company. He has never been removed from office, suspended or stripped of any legal or statutory rights as a member;

the Notice dated 10 March 2025 was a precautionary measure to prevent unauthorized disclosure of confidential information. It did not extinguish the Plaintiff's statutory rights;

the Plaintiff's wife is not a member of the Company. Her treatment, whatever it may be, cannot ground an oppression claim under Section 346 Act 777, relying on Soh Jiun Jen v S/N nvPkQrhTtUeQaIz1rLnvw Advance Colour Laboratory Sdn Bhd & Ors [2010] 5 MLJ 342;

the Company Secretary offered the Plaintiff physical inspection of documents at the secretary's office. The Plaintiff never attended;

at the EGM, the Defendants did not vote against the Plaintiff's resolutions but merely indicated the need for further deliberation. Shareholders owe no duty to vote in any particular manner, relying on Hoy Pak Kwai v Leong Kon Fah & Ors [2007] 1 CLJ 121; and

the Plaintiff has failed to establish any conduct that is targeted directly and specifically at him qua shareholder, or any personal loss distinct from loss suffered by all shareholders collectively, as required by Low Cheng Teik & Ors v Low Ean Nee [2024] 5 MLJ 580.

The Defendants submit that the Plaintiff's complaints amount to disagreements over management decisions and style, which do not constitute oppression in law. They contend that the drastic remedies sought, including a compulsory buy-out or winding up of a profitable company, are wholly unjustified. S/N nvPkQrhTtUeQaIz1rLnvw

Having considered the submissions of both parties, the issues for determination are as follows –

Whether the Company is a quasi-partnership giving rise to legitimate expectations beyond the strict legal rights of the

Whether the conduct of the First, Second and Third Defendants amounts to oppression, unfair prejudice, or disregard of the Plaintiff's interests within the meaning of Section 346 Act 777;

if oppression is established, what is the appropriate remedy.

Section 346(1) Act 777 provides – "(1) 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, shareholders or debenture holders of the company; or S/N nvPkQrhTtUeQaIz1rLnvw

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".

The test for oppression was authoritatively stated by the Privy Council in Re Kong Thai Sawmill (Miri) Sdn. Bhd. [1978] 2 MLJ 227, where Lord Wilberforce held that the complainant must establish a "visible departure from the standards of fair dealing and a violation of the conditions of fair play on which every shareholder who entrusts his money to a company is entitled to rely".

The Federal Court in Low Cheng Teik & Ors v Low Ean Nee [2024] 5 MLJ 580 recently elaborated on the threshold requirements under Section 346 – "The common element undergirding the four grounds for oppression as set out in section 346(1) is that the act of oppression should be targeted directly and specifically against one or more of the minority shareholders, resulting in injury to them in their personal capacity. The minority shareholder should have suffered direct or immediate loss, detriment or injury as a consequence of the alleged oppressive act". S/N nvPkQrhTtUeQaIz1rLnvw

On the concept of quasi-partnership, the seminal authority is Ebrahimi v. Westbourne Galleries Ltd [1973] AC 360, where Lord Wilberforce recognized that in certain companies, particularly those formed on the basis of personal relationships involving mutual confidence, equitable considerations may apply beyond the strict legal rights defined by the company's constitution. The Federal Court in Jet-Tech Materials Sdn Bhd & Anor v Yushiro Chemical Industry Co Ltd & Ors and another appeal [2013] 2 MLJ 297 expressly adopted these principles in Malaysian law, holding that the interpretation of “just and equitable” in the winding-up provision of

Section 218 applies equally to the oppression remedy under Section The Federal Court further endorsed the principle, derived from O’Neill v Phillips [1999] 2 All ER 961 and Pan Pacific Construction Holding Sdn Bhd v Ngiu Kee Corp (M) Bhd & Anor [2010] 6 CLJ 721, that the basic theme of the oppression provision is “unfairness”, a concept that must be applied judicially and based upon rational principles. Although Jet-Tech Materials Sdn Bhd & Anor was decided under Section 181 of the Companies Act 1965, that provision is substantively replicated in Section 346 of Act 777, and the principles therein remain applicable.

The Ebrahimi criteria for a quasi-partnership are –

an association formed or continued on the basis of a personal relationship involving mutual confidence;

an agreement or understanding that all or some of the shareholders shall participate in the conduct of the business; and S/N nvPkQrhTtUeQaIz1rLnvw

restrictions on the transfer of shares so that a member cannot take out his stake and go elsewhere.

On voting rights, the Court of Appeal in Hoy Pak Kwai v. Leong Kon Fah & Ors [2007] 1 CLJ 121 held that shareholders owe no fiduciary duty in exercising their vote and the mere use of majority voting power to secure the passing of resolutions does not in itself constitute oppression. However, as Lord Wilberforce noted in Re Kong Thai Sawmill (Miri) Sdn. Bhd., "it is only when majority rule passes over into rule oppressive of the minority, or in disregard of their interests, that the section can be invoked".

Against this backdrop, this Court's analysis and findings are as follows – Issue 1 : Whether the Company is a Quasi-Partnership

The Defendants raise a preliminary objection that the Plaintiff never pleaded quasi-partnership in the Originating Summons or supporting affidavits, relying on Joseph Paulus Lantip v Tnio Chee Chang and another appeal [2020] 5 MLJ 708 for the principle that parties are bound by their pleadings.

This Court acknowledges this procedural concern. However, in Originating Summons proceedings, the Court is entitled to consider the factual matrix as disclosed in the affidavit evidence. The substance of the Plaintiff's case, as deposed in his Affidavit in S/N nvPkQrhTtUeQaIz1rLnvw Support, clearly describes a company operated through informal mutual participation, shared expectations of management involvement, and decades of trust-based relationships. The Defendants were put on notice of these facts and have addressed them in their affidavits and submissions. In these circumstances, this Court is of the view that no prejudice arises from considering the quasi-partnership characterization.

Turning to the substantive question, this Court finds that the Company does exhibit the characteristics of a quasi-partnership as articulated in Ebrahimi as follows –

the Company was incorporated by the four shareholders who have been associated for over three decades;

all four hold equal 25% stakes, suggesting a relationship of parity rather than hierarchy;

all four are directors, reflecting an understanding that all would participate in management;

the Company was run through informal arrangements based on mutual trust, without strict adherence to board formalism; and

the Plaintiff and his wife were directly involved in daily operations for many years with the consent and acquiescence of all directors. S/N nvPkQrhTtUeQaIz1rLnvw

The First, Second and Third Defendants rely on Eng Man Hin & Anor v. King's Confectionery Sdn Bhd & Ors [2005] 8 CLJ 77 and Teoh Soo Beng v Golden Castle City Sdn Bhd & Ors and another case [2017] MLJU 2041 for the proposition that not every private company with multiple shareholders qualifies as a quasi-partnership. This Court accepts that general proposition. However, those cases are distinguishable on their facts. In Teoh Soo Beng, the High Court found that "the governance of GCC is that of the normal majoritarian rule since inception". Here, the undisputed evidence establishes that for over three decades, the Company operated through informal arrangements, with all shareholders and their family members participating directly in operations without adherence to board formalism. The Plaintiff's wife managed daily operations from 2010 with the acquiescence of all directors. This mutual participation and confidence is precisely the character recognized in Ebrahimi.

This Court is satisfied that the Company was not a typical corporate vehicle where strict legal rights govern the relationships between shareholders. Rather, it was formed and continued on the basis of personal relationships involving mutual confidence, with an understanding that all shareholders would participate in its management. Equity will not permit the Defendants to rely on strict legal powers to defeat the Plaintiff's legitimate expectations arising from this relationship. (see : Pan-Pacific Construction Holdings Sdn Bhd v. Ngiu-Kee Corporation (M) Bhd & Anor [2010] 6 CLJ 721) S/N nvPkQrhTtUeQaIz1rLnvw

The Court now turns to examine whether the conduct complained of amounts to oppression within the meaning of Section 346 Act 777. This Court will address each allegation in turn.

The Notice dated 10 March 2025

The Notice is a critical piece of evidence. The Defendants characterize it as a neutral governance measure to prevent unauthorized disclosure of confidential information following concerns about the Plaintiff's wife's handling of Company records.

However, the Plaintiff's evidence, which has not been substantively contradicted, is that the Notice specifically named him. A notice that specifically singles out a director, purporting to restrict his access to Company information, cannot be characterized as a neutral measure.

Directors have statutory rights under Sections 245, 209 to 215 and 317 Act 777 to access company records. These rights exist by operation of law and cannot be unilaterally curtailed by the other directors through a notice issued without board resolution or statutory basis.

The First, Second and Third Defendants emphasize that the Plaintiff has not been formally removed, suspended or voted out as director, S/N nvPkQrhTtUeQaIz1rLnvw and continues to appear on the CCM register. While factually accurate, this submission conflates form with substance. The law of oppression does not require formal removal before relief may be granted. As Lord Wilberforce observed in Ebrahimi, equitable considerations arise where a member is denied meaningful participation in management, even absent formal exclusion. The cumulative effect of the Notice of 10 March 2025 targeting the Plaintiff by name, the Company Secretary's communication that he was "no longer authorised" and the operational takeover by the Second and Third Defendants constituted a de facto exclusion from the Company's affairs, notwithstanding the preservation of formal status. To require formal removal would permit the majority to hollow out the substance of participatory rights while maintaining a veneer of compliance.

This Court finds that the issuance of this Notice, specifically targeting and naming the Plaintiff, constitutes a visible departure from the standards of fair dealing.

Denial of Access to Company Documents

When the Plaintiff requested Company documents on 25 April 2025, the Company Secretary responded that documents could not be released without the consent of the other directors. This effectively conditioned the Plaintiff's statutory rights as a director on the approval of the very directors against whom he had grievances. S/N nvPkQrhTtUeQaIz1rLnvw

The Defendants contend that the Company Secretary subsequently offered physical inspection at the secretary's office on 19 August 2025 and the Plaintiff never attended. While this is true, it does not cure the fundamental defect. The initial response communicated to the Plaintiff that he was "no longer authorised" to receive Company information without the consent of First, Second and Third Defendants. This was a clear message of exclusion. The fact that the Plaintiff was able to exhibit certain documents such as EGM Minutes and audit reports for the years 2019 to 2023 does not alter this finding. Partial access to selected documents on an ad hoc basis is not the same as recognition of a director's statutory right of access.

This Court acknowledges the authority of Choy Yuk Kong & Ors v. Landyork Farming Sdn Bhd & Ors [2020] 6 CLJ 92, where obstacles to document access, per se and without more, were held not to amount to oppression. However, in that case, the plaintiff was found to have had access to the documents complained about. Here, the evidence shows a clear and unequivocal communication that the Plaintiff was not authorized to receive documents without the consent of those who had excluded him. This is qualitatively different.

The First, Second and Third Defendants rely on Teoh Soo Beng for the proposition that where documents are available through proper channels and a plaintiff merely fails to pursue inspection, no oppression is established. This Court distinguishes Teoh Soo Beng on its facts. There, the High Court found the complaint was "simply an unwarranted complaint... due to his impatience" after relationships soured and that documents were always available subject to arranging a proper date. Here, the Company Secretary's initial S/N nvPkQrhTtUeQaIz1rLnvw response of 28 April 2025 did not merely suggest an administrative process. It stated categorically that the Plaintiff was "no longer authorised" to receive documents without the consent of the other directors. As the Plaintiff correctly submits, a director's right of access under Sections 245 and 317 Act 777 is statutory, not discretionary. It cannot be conditioned upon approval from the very directors accused of oppression. The subsequent offer of inspection on 19 August 2025 came only after the pattern of exclusion was established and does not cure the initial communication which constituted a clear departure from fair dealing.

The EGM on 12 June 2025

The Defendants rely on Hoy Pak Kwai for the proposition that shareholders owe no duty to vote in any particular manner. This is correct as a general principle.

However, context matters. In a quasi-partnership where the relationship has broken down, the minority shareholder is effectively trapped. The Plaintiff holds 25% of the shares. The Defendants collectively hold 75%. If the Defendants systematically refuse to engage with or support any resolution proposed by the Plaintiff, he is locked into an indefinite stalemate with no means of exit or redress.

The evidence shows that at the EGM, the Second Defendant was absent (though represented by the Third Defendant) and the First and Third Defendants did not vote on the Plaintiff's proposed resolutions, S/N nvPkQrhTtUeQaIz1rLnvw citing the need for further deliberation. No follow-up meeting was proposed. No alternative solutions were offered. The Plaintiff was left in limbo.

This Court finds that while the Defendants were technically entitled to withhold their votes, in the context of a quasi-partnership where the relationship has broken down, the systematic refusal to engage with governance matters while maintaining the status quo amounts to what may be termed "lock-in oppression". The majority cannot use their combined voting power to trap the minority in a situation of indefinite stalemate without remedy.

The Plaintiff also complains of exclusion from operational communications via the Company's WhatsApp group and the employment of the Third Defendant's niece to replace the Plaintiff's wife in operations. The First, Second and Third Defendants characterize the WhatsApp group as purely operational and contend the Plaintiff was never part of it. This Court accepts that these matters, viewed in isolation, would not independently establish oppression.

However, in the context of a quasi-partnership where the Plaintiff had a legitimate expectation of participation, the creation of parallel communication structures from which he was excluded forms part of the overall pattern of marginalization. Similarly, the replacement of the Plaintiff's wife by a relative of the Third Defendant without board discussion, though an executive decision ordinarily protected from judicial interference, reinforces the inference of deliberate exclusion S/N nvPkQrhTtUeQaIz1rLnvw when viewed cumulatively with the Notice, the denial of documents, and the EGM deadlock.

Treatment of the Plaintiff's Wife

The Defendants correctly point out, relying on Soh Jiun Jen v Advance Colour Laboratory Sdn Bhd & Ors [2010] 5 MLJ 342, that the Plaintiff's wife is not a member of the Company and her treatment cannot directly ground an oppression claim under Section 346 Act 777.

However, this Court further considers the treatment of the Plaintiff's wife as context for understanding the conduct directed at the Plaintiff himself. The allegation of RM500,000.00 misappropriation was made without any formal investigation. No audit was conducted. No police report was lodged by the Defendants. Yet this allegation was used to justify the restructuring of control in the Company and the events that followed.

While this Court makes no finding on the merits of the allegation against the Plaintiff's wife, this Court notes that the absence of any investigation, coupled with the immediate steps to exclude the Plaintiff from management access, supports an inference that the allegations were used as a pretext to marginalize the Plaintiff. S/N nvPkQrhTtUeQaIz1rLnvw

Cumulative Effect

Section 346 Act 777 permits the Court to consider the cumulative effect of conduct, even if individual acts might not independently amount to oppression. This Court is mindful that the Federal Court in Jet-Tech Materials Sdn Bhd & Anor cautioned that a commercial decision made after due deliberation by the directors, including the complainant, cannot be a basis for a petition under the oppression provision. The Federal Court also held, that breaches of a shareholders’ agreement are private matters not relating to the affairs of the company. The present case is distinguishable. The Plaintiff’s complaints do not concern commercial or investment decisions in which he participated, nor do they arise from breach of any shareholders’ agreement. Rather, they relate to conduct in the affairs of the Company, the issuance of a Notice restricting a director’s access, the conditioning of statutory rights on the consent of those who had excluded him, and the frustration of governance at an EGM, which fall squarely within Section 346 of Act 777.

Separately, Defendants submit, relying on Yap Yong Huat & Anor v Yap Yoke Beng & Ors [2015] CLJU 1184, the managerial shortcomings do not constitute oppression. This Court agrees with that general proposition. However, the oppression found by this Court is not premised on mismanagement but on conduct targeted specifically at the Plaintiff. S/N nvPkQrhTtUeQaIz1rLnvw

Viewing the evidence as a whole, this Court finds a clear pattern –

the issuance of a Notice specifically naming and targeting the

the conditioning of the Plaintiff's statutory rights on the consent of those who had excluded him;

the operational takeover by the Second and Third Defendants following the Plaintiff's wife's resignation; and

the systematic refusal to engage with governance matters at the EGM, leaving the Plaintiff in indefinite limbo.

These acts, taken together, constitute a visible departure from the standards of fair dealing. They were targeted specifically at the Plaintiff qua shareholder and director. They caused him to be effectively excluded from the management and affairs of a company in which he holds an equal stake and had a legitimate expectation of participation. The conduct complained of was continuing at the date of filing of this Originating Summons and remains ongoing.

Applying the Low Cheng Teik test, this Court finds that the Plaintiff has been "singled out as a victim of unfair prejudice". The Notice specifically named him. The Company Secretary specifically told him he was not authorized. The EGM stalemate specifically trapped him. These were not wrongs done to the Company affecting all shareholders equally. They were wrongs targeted at the Plaintiff personally. S/N nvPkQrhTtUeQaIz1rLnvw

This Court is satisfied that the Plaintiff has established oppression and unfair prejudice within the meaning of Section 346 of the Act 777. In reaching this conclusion, this Court is fortified by the decision in Tan Kian Hua v Colour Image Scan Sdn Bhd & Ors [2004] 6 CLJ 174, where the High Court found oppression established on facts materially similar to the present case where the minority shareholder had been excluded from management in breach of an implied agreement to participate, denied access to the company’s accounts, stripped of all benefits and subjected to irregular financial transactions by the majority. The Court held that there was oppression and total disregard of the minority shareholder’s interests, necessitating the winding up of the company. While the remedy in Tan Kian Hua was winding up rather than a buyout, the factual parallels with the present case reinforce my finding that the cumulative conduct of the First, Second and Third Defendants constitutes oppression within the meaning of Section 346 Act 777.

Having found that oppression is established, this Court next considers the appropriate remedy. Section 346(2) Act 777 grants the Court wide powers to make such order as it thinks fit with a view to bringing to an end or remedying the matters complained of. S/N nvPkQrhTtUeQaIz1rLnvw

The Plaintiff seeks a buy-out of his shares at fair value. The Defendants resist this, arguing that the remedies sought are disproportionate for a profitable company.

The Federal Court in Auspicious Journey Sdn Bhd v Ebony Ritz Sdn Bhd & Ors [2021] 3 MLJ 549 emphasized that the remedy granted must be made with a view to bringing to an end the matters complained of. The High Court in Karen Thomas v Santhi a/p Shanmugam and Anor [2010] MLJU 1311 recognized that a buy-out is the most suitable remedy where oppression has destroyed the relationship but the business remains viable. Although Karen Thomas was decided under Section 181 of the Companies Act 1965, the buyout principles articulated therein remain applicable to proceedings under Section 346 of Act 777, the two provisions being substantively similar.

This Court finds that the relationship between the Plaintiff and the Defendants has irretrievably broken down. Continued co-management is impossible. The Plaintiff has stated candidly that trust has been destroyed. The Defendants, by their conduct, have demonstrated an unwillingness to accommodate the Plaintiff's participation.

At the same time, the Company remains profitable. The evidence shows retained earnings of approximately RM179,000.00 and historical annual profits in the range of RM200,000.00 to RM400,000.00. Winding up would be disproportionate and would destroy value unnecessarily. S/N nvPkQrhTtUeQaIz1rLnvw

In these circumstances, this Court finds that the appropriate remedy is a buy-out of the Plaintiff's shares at fair value. This remedy –

brings the oppressive conduct to an end by severing the relationship;

preserves the continuity of the Company; and

allows the Plaintiff to exit without further injustice.

The fair value shall be determined by an independent valuer. Following the approach in Karen Thomas, where the Court articulated detailed governing principles for share valuation in buyout orders under oppression proceedings, the valuation shall be conducted on a going concern basis using the maintainable earnings or net present value method, as appropriate for a trading company of this nature, and shall be assessed as at the date of this judgment. No minority discount shall be applied, as the shares are to be valued on the basis that no oppressive or prejudicial conduct had taken place. To apply a minority discount in these circumstances would reward the oppressors and penalize the oppressed, contrary to the overriding principle of fairness to both parties. As the Court in Karen Thomas observed, the valuation exercise is not an exact science, and the Court’s discretion must be informed by the justice and fairness of the particular situation. S/N nvPkQrhTtUeQaIz1rLnvw

For the reasons stated above, this Court allows the Plaintiff's application and make the following orders –

a declaration that the affairs of the Fourth Defendant company, A.K.K. Hardware Sdn Bhd, have been conducted in a manner oppressive to the Plaintiff and in disregard of his interests as a member within the meaning of Section 346 Act 777;

an order that the First, Second, and Third Defendants shall purchase the Plaintiff's 82,500 ordinary shares in the Company at fair value;

the fair value of the Plaintiff's shares shall be determined by an independent valuer to be agreed upon by the parties within thirty

days from the date of this order. In default of agreement, the valuer shall be appointed by this Court upon application by either party;

the valuation shall be conducted on a going concern basis as at the date of this judgment, without any minority discount;

the costs of the valuation shall be borne by the First, Second, and Third Defendants; S/N nvPkQrhTtUeQaIz1rLnvw

the First, Second, and Third Defendants shall complete the purchase of the Plaintiff's shares within sixty (60) days from the date the valuation report is delivered to all parties;

pending the completion of the share purchase, the First, Second and Third Defendants are restrained from –

excluding the Plaintiff from access to the management, premises, records and affairs of the Company;

(ii) removing, altering, destroying or disposing of any accounting, inventory or operational records of the Company; and

Costs of this application of RM 50,000.00 shall be paid by the First, Second and Third Defendants to the Plaintiff subject to allocator. Dated : 30 January 2026 -signed-Dr Noradura binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru S/N nvPkQrhTtUeQaIz1rLnvw Solicitor for the Plaintiff : Fadhil Ihsan together with Noor Aisha Apisah : Messrs Aisha Apisah Richard & Co Solicitor for the Defendant : Lum Man Chan together with Esther Lee Zhi Qian : Messrs Halim Hong & Quek S/N nvPkQrhTtUeQaIz1rLnvw