Syed Yusof Bin Syed Mohd v a Ganasan A/L K Arumugam (BA-24NCC-118-10/2025)

A GANASAN A/L K ARUMUGAM [NRIC No.: 730813105753]

ABDUL HAFIZ BIN ABDUL RASHID @ ABD KHALID [NRIC No.: 860522566491]

VSD AUTOMATION SDN. BHD. [Company No.: 200001007648 (510254-T)] … DEFENDANTS REASONS FOR JUDGMENT (GROUND FOR STRIKING OUT THE ORIGINATING SUMMONS)

This judgement concerns an application filed by the Defendant in Enclosure 11 to strike out the Plaintiff’s Originating Summons dated 21.10.2025 in Enclosure 1 (“OS”) pursuant to Order 18 Rule 19(1)(b), (c) or (d) and/or Order 92 Rule 4 of the Rules of Court 2012 pursuant to Section 346 of the Companies Act 2016.

The Defendants asserts that the Plaintiff’s present claim “Suit 118” is founded predominantly on events and alleged acts occurring after he had disengaged himself with the company’s affairs, intending to sell his shares and only after Suit No. BA‑24NCC‑113‑10/2025 (“Suit 113”) was commenced by the Defendants and an interlocutory injunction was granted by this court, this present “Suit 118” filed in court.

This case involves a dispute between shareholders of VSD Automation Sdn. Bhd where the Plaintiff, Syed Yusof Bin Syed Mohd, is a registered member and the Managing Director of VSD Automation Sdn. Bhd., holding.52.98% of shares. A Ganasam A/L K Arumugam (“D1”) is one of the Director and Shareholder of the Company and acts as its Chief Executive Officer (“CEO”), whereas Abdul Hafiz Bin Abdul Rashid @ Abd Khalid (“D2”) is one of the Director and shareholders of the Company acting as the Vice President. VSD Automation Sdn Bhd (“the Company”) is the third defendant being named as a nominal litigant.

Tensions arose between the Plaintiff, D1 and D2 in the management of the Company, resulting in a strained and tensed working environment. The Plaintiff consequently opted to work remotely and considered selling his shares subject to a fair valuation. However, the initial offer of RM5 million for the Plaintiff’s shares, was regarded as unreasonably low given the Company’s 2024 profit of approximately RM10 million, total assets of about RM106 million, and its 14-year business standing and good will.

Subsequently, both parties were in total disagreements as to the day-to-day running of the company and the Plaintiff alleges that he was excluded from the management meetings. On 11 September 2025, the Plaintiff requested the former company secretary to convene an Extraordinary General Meeting (“EGM”) to discuss the Company’s direction and share valuation.

The Plaintiff later discovered that D1 and D2 and two (2) other Directors had passed a resolution on 30 September 2025 to remove the Plaintiff as the authorised signatory of the Company’s accounts. In light of the continuing exclusion and lack of transparency, the Plaintiff proposed that an EGM be convened on 28 October 2025 to remove all other Directors to restore proper governance and accountability within the Company. “SUIT 113”

The court finds the current Suit 118 is a parallel proceeding that is in turn a duplicate of Suit 113, an oppression under s.346 CA 2016, in which parties play opposite roles, namely Plaintiffs in Suit 113 are the Defendants in Suit 118 and vice versa. However, Suit 113 was filed much earlier, on 10.10.2025, whereas Suit 118 was filed two weeks later on the 22.10.2025.

Suit 113 was filed also pursuant to Section 346 of the Companies Act 2016, seeking amongst other reliefs, an injunction restraining the Plaintiff whether by himself, his servants, agents, or representatives, from convening, holding, or proceeding with the purported EGM. 21.10.2025. This Court granted an ad interim injunction restraining Plaintiff’s EGM from commencing.

Thereafter on the 22.10.2025, Plaintiff filed this Suit 118 seeking reliefs for an oppression suit together with provisions for a forensic audit to be carried out, appointment of independent auditor/valuer, right to purchase Defendants’ shares at a fair value taking into account forensic findings, general and exemplary damages, costs, and ancillary relief.

At present, the Company has a total issued share capital of RM10million comprising of seven (7) shareholders detailed as the table below:

Firstly, there were preliminary objections raised by both parties mainly on the filing of Suit 118 by the Defendants. The Plaintiffs claim that the majority shareholders can bring oppression claims where they lack effective control of the Company. On the other hand, the Defendants contend the Plaintiff, as a 52.98% shareholder (majority), lacks standing or is incapable of filing an oppression claim under s.346 Companies Act 2016.

Secondly the Defendants applied to strike out the Suit 118, as scandalous, frivolous, vexatious or an abuse of process. The OS in this action was filed in the immediate aftermath of the dispute and interlocutory proceedings between the same parties.

Thirdly, the filing of Suit 118 (the OS) shortly after Suit 113 is alleged to be retaliatory/collateral and an attempt to undermine or re-litigate matters already the subject of Suit 113.

In my opinion, I would firstly tackle the issue of filing two cases involving the same parties, issues, and facts. This court has the power to strike out the subsequent or parallel action based on the principle of abuse of process under Order 18 Rule 19(1)(d) of the Rules of Court 2012. The courts prioritize preventing the wastage of judicial time and preventing conflicting.

The legal position on striking out pleadings is provided under Order 18 Rule 19 of the ROC 2012 which reads as follows: - “19. (1) The Court may at any stage of the proceedings order to be struck out or amended any pleading or the endorsement, of any writ in the action, or anything in any pleading or in the endorsement, on the ground that—

it discloses no reasonable cause of action or defence, as the case may be;

it is scandalous, frivolous or vexatious;

it may prejudice, embarrass or delay the fair trial of the action; or d) it is otherwise an abuse of the process of the Court, and may order the action to be stayed or dismissed or judgment to be entered accordingly, as the case may be.

No evidence shall be admissible on an application under subparagraph (1)(a).

This rule shall, as far as applicable, apply to an originating summons as if it were a pleading.”

In the case of Nazaruddin bin Mohd Shariff @ Masari & Anor v Roslan bin Maulud & Anor [2020] MLJU 1362, J, GUNALAN A/L MUNIANDY, decided the following: - [6] In essence, the Defendants contended that the Plaintiffs have in fact created a situation of duplicity/multiplicity of proceedings based on the copious amount of similar causes of action, issues, facts and reliefs pleaded by the Plaintiffs in both Suit 599 and Suit 327 and this warrants that Suit 599 be struck out henceforth……... [11] The Defendants relied, inter alia, on the Supreme Court case of Lai Kim Loi v Dato’ Lai Fook Kim & Anor [1989] 2 MLJ 290 (Tab 3 at page 295) wherein the Appellant in that case had presented a Winding Up Petition against the 2nd Respondent’s company. At the same time, the Appellant had filed a civil suit by way of a Writ and Statement of Claim against the 1st Respondent (who was also shareholder of the 2nd Respondent) based on the same substantial facts and seeking essentially the same reliefs in the Petition. The Petition was struck out on the grounds that the Petition is frivolous, vexatious and an abuse of process of the court. On appeal to the Supreme Court, Gunn Chit Tuan, SCJ (later CJ (Malaya)) upheld the dismissal of the Appeal and found If the ownership of the same 1,200,000 shares has already been challenged in another High Court filed earlier and the dispute is still pending, how can the plaintiff in our present case is at the same time the first defendant in the D3’s suit, file this action before this court claiming the benefits (the dividends) arising from the same shares? I do not think this is a proper court of action to be taken by the plaintiff in this action…” At page 59 “There cannot be a situation where the shares are being contested in one court and status quo is being maintained in that court and yet the dividends are being claimed in another court, as what has happened now… This is clearly duplicity of proceedings and abuse of process of court…”that the issues raised and the relief sought in both the Petition and the Writ are in duplication and amounted to multiplicity of actions ……… [20] The power to dismiss an action on the ground of multiplicity of proceedings is provided for in the Courts of Judicature Act 1964, particularly in the Schedule therein, at para 11, which reads as follows “11. Res Judicata Power to dismiss or stay proceedings where the matter in question is res judicata between the parties, or where by reason of multiplicity of proceedings in any court or courts the proceedings ought not to be continued.”

This court would like to adapt the Supreme Courts approach in the of Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36 that held that: - “(1) The principles upon which the court acts in exercising its power under any of the four limbs of O 18 r 19(1) of the Rules of the High Court 1980 are well settled. It is only in plain and obvious cases that recourse should be had to the summary process under this rule and the summary procedure can only be adopted when it can clearly be seen that a claim or answer is on the face of it ‘obviously unsustainable’…….”

In the case of Unique Splendid Holdings Sdn Bhd v Tshai Fook Cheung @ Chai Fook Chong & Ors [2021] MLJU 2938 JC ADLIN ABDUL MAJID JC decided that ;- [23] The courts have exercised powers to strike out actions pursuant to Order 18 Rule 19 of the Rules of Court 2012 on the basis of the doctrine of res judicata. In Mayban Allied Bhd (formerly known as Phileo Allied Bank (M) Bhd) v Kenneth Godfrey Gomez & Anor [2011] 5 MLJ 219, Ramly Ali JCA (as His Lordship then was) held as follows: “[12] In determining whether a statement of claim discloses a reasonable cause of action or itself constitutes an abuse of process, the state of affairs to which the court must have regard is that which prevailed at the date the action is filed (see Court of Appeal decision in Gasing Heights Sdn Bhd v Aloyah bteAbdul Rahman & Ors [1996] 3 MLJ 259). The court is entitled tolook at the history of the case, where there is likelihood of the action being res judicata, to determine if there is a cause of action (see Jamir Hassan v Kang Min [1992] 2 MLJ 46 and Abdul Hamid bin Hj Rahmat & Anor v Development & Commercial Bank Bhd & Anor [1993] 1 MLJ 306). [13] The plea of res judicata applies not only to points which the court was required to form an opinion on but also to every point in the litigation which the parties could have brought up at the time (see Othman & Anor v Mek [1971] 2 MLJ 214). [14] In addition, the court possesses an inherent jurisdiction to prevent an abuse of its process (see Raja Zainal Abidin bin Raja Haji Tachik & Ors v British-American Life & General Insurance Bhd [1993] 3 MLJ 16 (SC)). The use of the court process must be bona fide. [15] When a matter between two parties has been adjudicated and determined by a court of competent jurisdiction, they and their privies are not permitted to litigate once more the res judicata as the determination or judgment becomes the truth between such parties. An estoppel for rem judicatum has been created as a result (per Peh Swee Chin FCJ in Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3 MLJ 189). The cause of action estoppel prevents reassertion of a cause of action which has been determined in a final judgment by the same parties in a subsequent proceeding. The court has the inherent jurisdiction to dismiss or strike out an action on the ground of res judicata. [16] In the present case, the statement of claim that was filed by the appellant in the first suit and the statement of claim filed in the second suit asked for the same remedy ie for damages and the refund of the action proceeds. Both statements of claim in both the first and second suits are in substance identical, resting on the same facts and issues.” (emphasis added) ……. [24] In Sungai Dinar (supra), the Court of Appeal held as follows: “[17] In our judgment, one of the grounds upon which an application under O.18 r 19 of the Rules of Court 2012 can be made is provided in para (1)(b) which states that an action is scandalous, frivolous as vexatious and the most common instance of matters which are struck out on this ground are those which are res judicata (see Malaysian Court Practice, 2007 Desk Ed, Lexis Nexis at p 246).”

The Plaintiff’s OS discloses no reasonable cause of action in an oppressive nature under s.346 Companies Act 2016 and it is in my opinion that this is an abuse of process, in part, plainly unsustainable considering two cases involving the same parties, issues, and facts have been filed in Suit 113. Any issues raised pertaining the alleged oppressive nature should be raised in Suit 113 not in Suit 118.

The Plaintiff’s present claim is founded predominantly on events and alleged acts occurring after he had disengaged himself in the management of the company and also pursuing the possibility of selling his shares in D3. The court notes that, it is only after Suit 113 commenced and an interlocutory injunction was obtained Suit 118 was filed. This court takes into consideration the admission of facts, by the Plaintiff, whom already actively pursuing the possibility of a share sale and exit from D3 in midst of August to September 2025. The alleged oppressive incidents the Plaintiff now raises are predominantly post‑exiting and, in large after the filing of Suit 113 and the granting of an interlocutory injunction by this court.

Suit 118 contains extensive allegations of misconduct, conspiracy and dishonest conduct which are asserted in broad, conclusory terms and without the necessary particulars on who did what, when, how, and by what authority to show a prima facie case of actionable oppression. The reliefs sought are wide and some mandatory in nature, seeking directions and orders that would significantly alter the management and internal decision‑making of the company.

Portions of the OS and the affidavit material annexed contain same facts and material found in Suit 113. It alleges allegations of illegality, fraud and bad faith by named individuals, presented without particularised factual foundation or documentary support. The overall pattern of the pleading, read as a whole, indicates to the court that this suit is an extension of the Plaintiffs arguments in Suit 113 which was never raised in that forum. In my opinion, I clearly see that there is an intention to use this litigation as a lever to unsettle the company’s management, to pressure the defendants commercially and to secure tactical advantage, rather than to vindicate a bona fide legal right supported by specific facts.

This court must tread carefully as Suit 118, seeks relief that would affect the rights and duties of persons and of the company in ways that are appropriately resolved by ordinary corporate procedures for example, by exercise of shareholder powers or internal meetings. The plaintiff appears to seek premature judicial intervention in matters which, on the pleaded facts, could be addressed by statutory or internal corporate mechanisms instead of using the court to short‑circuit such mechanisms without adequate pleaded justification, amounting to an abuse of process.

The Court has a duty to prevent multiplicity and collateral litigation. The Plaintiff filed Suit 118 only after Suit 113 had been commenced and after injunctive relief was obtained in the related proceedings. The timing and the nature of relief sought in Suit 118 indicate a tactical counter‑measure intended to countermand or interfere with the issues in Suit 113 rather than a bona fide oppression complaint. The OS is seeking to re‑litigate interlocutory disputes or to enforce or vary orders of the court made in Suit 113, with an improper collateral attack.

Proceedings which are opportunistic, retaliatory or which unfairly multiplies litigation, may be struck out as an abuse of process. Allowing the OS to proceed will prejudice the Defendants and multiply interlocutory battles over the same events. The court finds that suit 118 is a parallel proceeding that is in turn a duplicate of suit 113. The claim does not disclose any valid legal basis.

This Court aims to avoid parallel proceedings that duplicate effort, when suit 113 is still pending, based on the same factual issues and same legal issues. For the foregoing reasons the OS fails to disclose a reasonable cause of action and is attended by scandalous, frivolous and vexatious allegations and constitutes an abuse of the court’s process. The proper course is to strike out Enclosure 1 which is Suit 118 in its entirety and allow Enclosure 11 with cost. Dated : 5 March 2026 sgd SHOBA DORAI RAJAH JUDICIAL COMMISSIONER SHAH ALAM HIGH COURT Solicitor for the Plaintiff: Nadesh Ganabaskaran with Azri Malek Haron , Nasriyah [MESSRS MALEK, GAN & PARTNERS (KUALA LUMPUR)] Solicitor for the Defendants: Ranjit Kaur with Elyna Madeonus [MESSRS A S DHALIWAL (KUALA LUMPUR)]