/akn/my/judgment/high-court/2026/2f68acd4-7452-4061-afeb-08cd6587a492
High Court of Malaysia19 Mar 2026WA-24NCC-409-08/2024
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“2nd Defendants (“D1” and “D2”) have conducted the affairs of the 5th Defendant (“PM Mahsuri”) and/or used their powers as directors of PM Mahsuri oppressively within the meaning of section 346 of the Companies Act 2016 (“CA”). He also claims that D1 and/or D2 have breached their directors’ duties under sections 213, 21”
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DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN KUALA LUMPUR, MALAYSIA (BAHAGIAN DAGANG) SAMAN PEMULA NO: WA-24NCC-409-08/2024 Dalam perkara mengenai PM Mahsuri Sdn Bhd [No. Syarikat: 201201007728 (981248-A)) Dan Dalam perkara mengenai Seksyen-seksyen 213, 214, 218, 219, 223 dan 346 Akta Syarikat 2016 Dan Dalam perkara mengenai Aturan 88 Kaedah 2 dan Aturan 92 Kaedah 4 Kaedah-Kaedah Mahkamah 2012 ANTARA TAN ZU YAN (NO. K/P: 870812-02-5465) …PLAINTIF
1
TAN CHOR EEOW
2
TAN LIONG HUAT @ TAN SWEE HUAT
3
TAN CHEON HUAT
4
TAN CHOR HAN
5
P M MAHSURI SDN BHD (NO. SYARIKAT: 201201007728 (981248-A)) …DEFENDAN-DEFENDAN
1
The Plaintiff claims that the 1st and/or 2nd Defendants (“D1” and “D2”) have conducted the affairs of the 5th Defendant (“PM Mahsuri”) and/or used their powers as directors of PM Mahsuri oppressively within the meaning of section 346 of the Companies Act 2016 (“CA”). He also claims that D1 and/or D2 have breached their directors’ duties under sections 213, 214, 218, 219 and/or 223 of the CA.
2
According to the Plaintiff, in 2015, the Plaintiff’s father purchased 25% of D2’s shares in PM Mahsuri from D2 for RM250,000.00 and registered them in the Plaintiff’s name. D2 also transferred some of his shares to D1, D3 and D4. As a result, D1, D2, D3, and D4 collectively hold 65% of the shares, with D1 currently the largest shareholder of D5, while the Plaintiff holds a minority stake of 25%.
3
By way of background, the Plaintiff’s father and D2 are cousins and 50-50 shareholders and directors in the rice milling business of Ninamaju Sdn Bhd (“Ninamaju”) since 1981. The Plaintiff and D1 are also cousins, as D1 is the son of D2. As a wholesaler and distributor of rice, Ninamaju is the principal business entity that allegedly spawned other entities like PM Mahsuri.
4
The other companies that the family members are involved in include Shanti Maspadi Sdn Bhd, TBR Beras Enterprise, Nina Food Industries Sdn Bhd and Indawan Enterprise Sdn Bhd, all with different control structures. These companies are not the subject of legal proceedings, but some are mentioned in the affidavits for their dealings with Ninamaju.
5
The allegations of oppression here have been pleaded in part as a counterclaim in a related oppression action filed by D2 here against the Plaintiff, the Plaintiff’s father, Tan Huat Hoe, and others aligned to the Plaintiff in Kuala Lumpur High Court Originating Summons No: WA-24NCC-268-05/2025 in respect of the affairs of Ninamaju (“Ninamaju OS”).
6
This action was heard and decided together with the Ninamaju OS, the latter being the leading action. As such, this Judgment should be read together with the Judgment in Ninamaju OS.
7
The complaints by the Plaintiff against D1 and D2 concerning their conduct of the affairs of PM Mahsuri are as follows:
Subsection
(1) that they have caused PM Mahsuri to become seriously indebted to Ninamaju by: a) causing Ninamaju to supply rice to PM Mahsuri and TBR Beras Enterprise at subsidized and discounted prices; b) using the assets of Ninamaju such as funds, lorries and workers to support the operations of PM Mahsuri; and c) using the funds of Ninamaju to support the operations of an advertising company, AK Media Networks Sdn Bhd, which supplies services to Ninamaju at full price;
Subsection
(2) that they have allowed the purchaser in the sale of PM Mahsuri’s leasehold land and building in Sepang to Victual Industries Sdn Bhd, to delay completion without full penalty interest and failed to account for a shortfall of RM4,583.60 in the proceeds of sale, from the total consideration of RM23,888,000;
Subsection
(3) that D2’s daughter wrote to a customer claiming that the Plaintiff is no longer involved in the daily operations of D5 and removed the Plaintiff from business WhatsApp groups and his access to PM Mahsuri’s SQL Accounting System;
Subsection
(4) that the Finance Manager of PM Mahsuri rejected the Plaintiff’s expense claims as D1 rejected them; and
Subsection
(5) that the HR department of PM Mahsuri issued a show cause letter to the Plaintiff for absence from work, poor performance and requested proof that he has been carrying on his duties every day.
8
The applicable principles in actions under section 346 of the CA have been set out in the Judgment for the Ninamaju OS. As a matter of law, this Court finds that the complaints levelled against D1 and D2 do not amount to acts affecting his interest as a minority shareholder, justifying the invocation of the provision. Based on the complaints set out above: a) The proper plaintiff for the complaints raised in respect of the alleged breaches of directors' duties by D1 and D2 is D5 via a derivative action under section 347 of the CA; and b) The complaints about the Plaintiff’s treatment (levelled in some cases against others and not against D1 and D2 directly) i.e. removal from WhatsApp group, SQL Accounting System and notification to third parties on the cessation of his role, are all complaints in his employment capacity.
9
Accordingly, Enclosure 1 is dismissed with costs of RM20,000.00. Bertarikh: ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR Peguam Untuk Plaintif: Manpal Singh Sacdev a/l Manjit Singh (Tan Weng Hung Eywin bersamanya) Tetuan Manjit Singh Sachdev Mohammad Radzi & Partners Untuk Defendan: Kelvin Ng Chun Yee (Gary Wong bersamanya) Tetuan Liz Yap & Ng Chambers
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