Theow Say Kow @ Teoh Kiang Seng, Henry v Highway Landmark Sdn. Bhd. (PA-28NCC-124-08/2025)

HIGHWAY LANDMARK SDN BHD [No. Pendaftaran: 199501015570 (344772-X)]

TEOH KIANG HONG ...RESPONDEN-RESPONDEN GROUNDS OF JUDGMENT (Enclosures 1 & 5) INTRODUCTION [1] This is a winding-up petition (Enclosure 1) by the Petitioner under Sections 465(1)(f), and (h) of the Companies Act 2016 (CA 2016) and also an application by the Respondent to struck out Enclosure 1 under Order 18 Rule 19(1) (a), (b) and/or (d) of the Rules of Court 2012 (ROC 2012) and/or the inherent jurisdiction of the Court (Enclosure 5). [2] This Court has allowed Enclosure 5 and dismissed Enclosure 1. The reasons are as deliberated. BRIEF FACTS [3] The Petitioner and the 3rd Respondent (R3) are sons of the 2nd Respondent (R2), the late Tan Sai Hong, who passed away on 12.11.2023. The family also owns a number of companies, including Juru Auto-City Sdn Bhd [No. Syarikat: 198501005050 (137490-H) (Juru Auto) and the 1st Respondent (R1). [4] Both companies have 253,700 shares, divided among three parties/shareholders. The late R2 and the Petitioner each hold 107,800, 80,450, and 65,450 shares in each company, respectively. [5] In the Petition, the Petitioner stated that on 14.11.2012, the late R2 transferred her shares of 107,800 units in both companies to the Petitioner, as reflected in the relevant share certificate exhibited in the Petition. Further, the Petitioner stated that he has advanced RM6,147,385.73 to R1 for the purchase of land in Auto City, Juru. The Petitioner claimed that the advance is evidenced by documentation, including correspondence and remuneration current account records, which were exhibited together in support of the Petition presented to the Court. The present directors of Juru Auto and R1 are R3 and his wife, Ong Bee Lee. [6] The Petitioner claimed the return of RM6,147,385.73, but the Respondents failed to pay the debt of RM6,147,385.73. [7] Therefore, the Petitioner is seeking to wind up R1 pursuant to Section 465(1)(f) of CA 2016, that states “a company may be wound up in the event that the directors had acted in the affairs of the company for their own interest rather than the interests of the members as a whole or in any manner unjust or unfair to members”; and Section 465(1)(h) of the CA 2016, if “Court is of the opinion that it is just and equitable that the company be wound up”. Contention of Parties [8] The Petitioner contended that he is a shareholder in R1, as he currently holds 107,800 shares transferred by R2 on 14.11.2012. Despite being a shareholder, he alleged that management and control over R1’s properties and funds were held by R3 and his wife and that he received no benefits. [9] The Petitioner also alleged that he had advanced RM6,147,385.73 to R1 for the purchase of development land in Auto-City 2, which remained unpaid despite demand by his solicitors. [10] The Petitioner contended that either personal and/or business relationships with R3 and R2 have ‘completely broken down’ and are destroyed ‘beyond redemption’ due to the several civil suits between him and R3. [11] On the other hand, R1 and R3 contended that the Petition is fundamentally misconceived and ought to be struck out or dismissed. They asserted that the Petition is premised on allegations that have already been fully litigated and finally determined in the three (3) previous suits between them at the Penang High Court namely Suit No.: 22-121-2008 (Suit 121), Suit No.: 22-610-2008 (Suit 610) and Suit No.: 22-52-2010 (Suit 52) (collectively Previous Suits) wherein R3 was named as the 3rd Defendant in Suit 52 and R2 was originally the 4th Plaintiff in Suit 52 until she later withdrew as a plaintiff midway through trial. [12] They contended that the two (2) main allegations in the Petition are that the Petitioner advanced RM6.1 million to R1 and that he is a shareholder in R1; however, the issue of the Petitioner's advance of money to R1 had been fully considered in the Previous Suits. [13] In Suit 52, the Petitioner had pleaded in his Re-Amended Statement of Claim dated 26.5.2011 (SOC) that he had advanced monies for the purchases of lands by Juru Auto, R1, and Western Frontier (WF) in the mid-1990s. He then pleaded that the accountant of R1, Wong Thai Sun, had confirmed in a letter that the Petitioner had advanced RM6.1million to R1 for the purchase of land. That was the same letter he is relying in support of this Petition. For the record, the auditor, Wong Thai Sun, was called as a witness and he denied on oath that he had “certified” that RM6.1 million had been advanced to R1. [14] After a full trial, the Penang High Court dismissed the Petitioner’s (Plaintiff) claim against R3. On 6.6.2017, the Penang High Court delivered its decision in these Previous Suits in favour of R3 (HC’s Decision). The High Court, in the grounds of judgment, found that, if ever, R1’s audited accounts for the year end 1996 suggested that the RM6.1 million was an advance by “both directors,” namely the Petitioner and R3. [15] Dissatisfied, the Petitioner appealed to the Court of Appeal and his appeals were allowed in part (CA’s Decisions). R3 appealed to the Federal Court, and on 27.12.2024, the Federal Court decided in favour of R3 and set aside the CA’s Decision and reinstated the HC’s Decision (FC’s Decision). [16] R1 and R3 further contended that with the FC’s decision, the Petitioner’s current allegations in this Petition are barred by res judicata and estoppel because they are merely a repetition of matters that have already been fully adjudicated. There is already finality to those suits. [17] R1 and R3 contended that, having been reinstated by the FC’s Decision, the HC’s Decision forms part of the FC’s Decision, reaffirming that-

The Petitioner had sold and transferred all his shares and interests in R1 to R3 (this consists of his 65,450 shares in

The shares in R1 were not held on trust by R2 for the Petitioner, and therefore, there was no basis for him to allegedly transfer R3’s 107,800 shares to him on or around 14.11.2012, which was prior to the delivery of the HC’s Decision. [18] R1 and R3, further contended that following from the FC’s Decision, the transfer of all of the Petitioner’s shares and interests to R3 in accordance with the FC’s Decision has been executed and is evidenced by the recent company search conducted with Suruhanjaya Syarikat Malaysia (SSM) dated 27.8.2025. The alleged transfer of 107,800 shares by R2 to him is also not reflected in the abovementioned recent SSM searches. [19] It was also the Respondent’s contention that the winding up process is not the appropriate forum to resolve disputed issues of share ownership, alleged trusts or familial disputes concerning estate matters, which are the subject of separate proceedings. [20] The Respondents also deny that there has been any unfair or unjust conduct in the management of the R1. They further contended that the Petitioner’s allegations of exclusion, oppression and breakdown of trust are vague, unparticularised and self-serving and arise from the Petitioner’s own conduct over many years. ANALYSIS AND FINDINGS [21] The provision for winding-up is provided under Section 464 of the CA 2016, and the grounds for the petition are set out in Section 465. [22] In this regard, in Wong Thai Kuai & Anor v. Kansas Corp Sdn Bhd [2007] 1 MLRH 650; [2007] 4 MLJ 33; [2007] 3 CLJ 263, the Court held- "The court has a discretionary power to wind up a company under s 218 of the Companies Act 1965. The use of the permissive word 'may' in ss 217, 218 and 221 of the Act - rather than the mandatory 'must' or 'shall', gives the court a discretion whether or not to wind up a company, even if the Petitioners have shown that they are 'creditors' and the debt in question is not disputed." [23] Likewise, the word “may” is used in Section 464 of CA 2016, which clearly confers discretion for the Court to wind up a company. [24] This winding-up petition was filed under Sections 465 (1)(f), and

of CA 2016. At the outset, before a winding-up petition can be granted pursuant to Section 465(1)(f) or (h) of the CA 2016, the onus is upon the Petitioner to substantiate his case. In this regard, the Court of Appeal in Ho Shen Lee (M) Sdn Bhd & Ors v Lim Shen Lee [2023] 1 MLRA 535; [2022] 6 MLJ 276; [2022] CLJU 2317 held- “[25] As such, s 465(1)(f) is not expressed to be predicated upon conduct that is unlawful or illegal but is based on the standard of the directors’ conduct, that is to be viewed from the perspective of whether it was ‘unfair’ or ‘unjust’. [26] Therefore, in order to establish his case, the respondent must raise serious allegation against the second and third appellants, in that they had acted against the interests of the company and were only concerned with their own benefits. The onus is on the respondent to establish the grounds/complaints raised in the petition, either individually or cumulatively, in order to seek the court’s discretion to make the winding up order.” … [56] However, in applying the ‘just and equitable’ ground, this court is reminded of the decision of the Federal Court in Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors and other appeals [2021] 3 MLJ 914; [2021] 2 CLJ 318 where the Federal Court had stated: [92] The just and equitable jurisdiction must be exercised carefully and judiciously, with special regard for the irreversible and drastic nature of a winding up as a court-ordered remedy (see Perennial (Capitol) Pte Ltd & Anor v Capitol Investment Holdings Pte Ltd [2018] 1 SLR 763.” [25] On the point of 'just and equitable' ground, the Federal Court in Tan Keen Keong v. Tan Eng Hong Paper & Stationary Sdn Bhd & Ors [2021] 2 MLRA 333; [2021] 3 MLJ 914; [2021] 2 CLJ 318; [2021] 2 AMR 52 held- "[92] The just and equitable jurisdiction must be exercised carefully and judiciously, with special regard for the irreversible and drastic nature of a winding-up as a court-ordered remedy (see Perennial (Capitol) Pte Ltd & Anor v. Capitol Investment Holdings Pte Ltd [2018] 1 SLR 763." [26] Also, in Repute Ventures Sdn Bhd v. Spandeck Engineering Sdn Bhd & Anor [2008] 4 MLRH 814; [2008] CLJU 107; [2008] MLJU 110; [2008] AMEJ 0061, it was held- "The application of the 'just and equitable' provision in the section was discussed in the House of Lords case of Ebrahimi v. Westbourne

In that case, Lord Wilberforce said ([1973] AC 360 at p 379; [1972] 2 All ER 492 at pp 499-500; [1972] 2 WLR 1289 at pp 1297-1298): My Lords, in my opinion these authorities represent a sound and rational development of the law which should be endorsed. The foundation of it all lies in the words 'just and equitable' and, if there is any respect in which some of the cases may be open to criticism, it is that the courts may sometimes have been too timorous in giving them full force. The words are a recognition of the fact that a limited company is more than a mere legal entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure. That structure is defined by the companies act and by the articles of association by which shareholders agree to be bound. In most companies and in most contexts, this definition is sufficient and exhaustive, equally so whether the company is large or small. The 'just and equitable' provision does not, as the respondents suggest, entitle one party to disregard the obligation he assumes by entering a company, nor the court to dispense him from it. It does, as equity always does, enable the court to subject the exercise of legal rights to equitable considerations; considerations, that is, of a personal character arising between one individual and another, which may make it unjust, or inequitable, to insist on legal rights, or to exercise them in a particular way." [27] Further, the Court of Appeal has set out a non-exhaustive list to illustrate how the ground of just and equitable may be met. (See Gulf Business Construction (M) Sdn Bhd v. Israq Holding Sdn Bhd [2010] 2 MLRA 411; [2010] 8 CLJ 775; [2010] 5 MLJ 34). [28] This Court is of the considered view that it is only possible to wind up a company on just and equitable grounds if there are satisfactory reasons for the court to exercise its discretion and form an opinion that it is just and equitable to order a winding up. Further, a party seeking a winding-up under the just and equitable rule must come to court with clean hands (See: Ho Shen Lee (M) Sdn Bhd & Ors v. Lim Shen Lee [2023] 1 MLRA 535; [2022] 6 MLJ 276; [2022] CLJU 2317). [29] Further, in Dato' Ting Check Sii v. Datuk Hj Mohammad Tufail Mahmud & Anor [2007] 3 MLRH 858; [2007] 7 MLJ 618; [2008] 7 CLJ 453, the Court held that certain circumstances are not capable of constituting just and equitable grounds for winding up a company. These may include allegations of mismanagement or misappropriation of funds by directors, quarrels and groupings among shareholders, general or mere allegations of oppression of minority shareholders, the substratum not wholly gone, and the company running at a loss. This decision highlights that not all circumstances can justify winding up a company under just and equitable grounds. That being said, the Court has wider roles in assessing whether the winding up of a company is a just and equitable solution for the shareholders. In submitting the petition to wind up under this particular ground, the applicant is expected to submit and prove their allegations while arguing that the continuous existence of the company is no longer viable and may cause significant challenges or difficulties to the shareholders. [30] Likewise, in Litar Sistem Adilkap Sdn Bhd v Lee Teak Hock & Anor [2020] 7 CLJ 84; [2020] 5 MLJ 43; [2020] MLRAU 133; [2020] AMEJ 0517, the Court of Appeal held- [49] All the foregoing findings based on the facts narrated are also consistent with the principle that winding up of a company should be a remedy of the last resort (see Dato Ting Check Sii v. Mohamad Tufail Mahmud & Anor [2007] 3 MLRH 858; [2007] 7 MLJ 618; [2008] 7 CLJ 453; Liew Jui Hua & Ors v. Johor Property (M) Sdn Bhd [1996] 2 MLRH 144 and Weng Wah Construction Co Sdn Bhd v. Yik Foong Development Sdn Bhd [1994] 1 MLRH 836; [1994] 2 MLJ 266; [1994] 3 CLJ 511; [1994] 2 AMR 1137). Striking Out under Order 18 Rule 19 of the ROC 2012 [31] Among the binding authorities on striking out are Bandar Builder Sdn Bhd & Ors v. United Malayan Banking Corporation Bhd [1993] 1 MLRA 611; [1993] 3 MLJ 36; [1993] 4 CLJ 7; [1993] 2 AMR 1969, Sim Kie Choon v. Superintendent of Pudu Prison & Ors [1985] 1 MLRA 167; [1985] 2 MLJ 385; [1985] CLJ (Rep) 293, Middy Industries Sdn Bhd & Ors v. Arensi-Marley (M) Sdn Bhd [2013] 3 MLRA 114; [2013] 3 MLJ 511 and Gasing Heights Sdn Bhd v. Aloyah bte Abd Rahman & Ors [1996] 2 MLRH 631; [1996] 3 MLJ 259; [1996] 3 CLJ 695; [1996] 3 AMR 3000 Seruan Gemilang Makmur Sdn Bhd v. Kerajaan Negeri Pahang Darul Makmur [2016] 3 CLJ 1; [2016] 3 MLJ 1; [2016] 2 MLRA 263. [32] Further, the Court of Appeal in Harapan Permai Sdn Bhd v Sabah Forest Industries Sdn Bhd [2010] 3 MLRA 37 [2011]; 1 CLJ 285; [2011] 2 MLJ 192, [2011] 1 AMR 21 held that in the context of Order 18, rule 19(1)(b) of the ROC, the word ‘scandalous’ means wholly unnecessary and irrelevant and not just unpleasant allegations. Likewise, the words ‘frivolous’ or ‘vexatious’ means obviously unsustainable - ‘In the context of O 18 r 19(1)(b), the word ‘scandalous’ means wholly unnecessary and irrelevant, and not just unpleasant allegations: Boey Oi Leng (t/a Indah Reka Construction & Trading) v Trans Resources Corporation Sdn Bhd [2001] MLJU 566; [2001] 4 AMR 4807 (HC). A pleading is ‘frivolous or vexatious’ when it is obviously unsustainable. In the light of the factual background as alluded to above, we are of the view that the action instituted by the plaintiff against the defendant is not wholly unnecessary and irrelevant. Hence, it cannot be said to have come within the scope of the words ‘scandalous, frivolous or vexatious’. [33] Additionally, in the case of Harapan Permai Sdn Bhd (supra), ‘abuse of the process of the court’ under Order 18, rule 19 (1)(d) of the ROC means that the process of the court has not been used in a bona fide manner and the process has been abused. It was held- “An ‘abuse of the process of the Court’ arises under O 18 r 19(1)(d) where the process of the court has not been used in a bona fide manner and the process has been abused: see eg Gabriel Peter & Partners (suing as a Firm) v Wee Chong Jin & Ors [1998] 1 SLR 374 at p 384 (CA); Desa Saujana Corporation Sdn Bhd & Ors; and Hadi bin Hassan v Suria Records Sdn Bhd & Ors [2005] 3 MLJ 522 (HC). In this context, it is appropriate for us to examine the issue of illegality and s 24(6) raised for the defendant.” [34] Additionally, in Ho Num Chon & Anor v Tech-Lab Manufacturing Sdn Bhd [2017] 2 MLRH 68; [2017] 9 MLJ 32, [2017] 5 CLJ 187; [2017] 1 AMR 517, the Court held- “[13] That the position is now already trite is made crystal clear by Zaki Tun Azmi CJ in Blue Valley Plantation Bhd v Periasamy a/l Kuppannan & Ors [2011] 5 MLJ 521; [2011] 5 CLJ 481 who stated instructively thus: That O 18 r 19 applies to striking out a petition to wind up a company is well established. [14] In addition, in fact, prior to Lyn Country, the former Supreme Court had earlier in Raja Zainal Abidin bin Raja Haji Tachik & Ors v British-American Life & General Insurance Bhd [1993] 3 MLJ 16, as did the Federal Court in Tuan Haji Ahmed Abdul Rahman v Arab-Malaysian Finance Bhd [1996] 1 MLJ 30 already ruled that the High Court has the inherent jurisdiction to prevent abuse of its own process. An even earlier decision of the High Court in Jurupakat Sdn Bhd v Kumpulan Good Earth (1973) Sdn Bhd [1988] 3 MLJ 49; [1988] 1 CLJ Rep 618 also recorded Dr Zakaria Yatim J (as he then was) having struck out a winding up petition on the basis of O 18 r 19 and the inherent jurisdiction of the court. All these antecedent decisions which had already determined the issue in question were not referred to in the judgment of Lyn Country.” [23] Again, it is clear from the various judicial sentiments that such practice is to be deprecated. But it is not the law that O 18 r 19 cannot apply to winding-up petitions. I agree that the court should be circumspect in entertaining a striking out application of winding-up petitions, but in all such cases, what is paramount is to examine the reasons for the application to determine its bona fides. This was also exactly the decision of the Federal Court in Blue Valley Plantation Bhd v. Periasamy Kuppannan & Ors [2011] 1 MLRA 290; [2011] 5 MLJ 521. [24] As stated above, the Federal Court in that case made it clear that O 18 r 19 applies to striking out winding-up petitions. But the Federal Court also at the same time expressed strong views on the undesirability of invoking a striking out procedure in a winding-up petition since it could cause further delay rather than expedite the disposal of such matter. Nevertheless, the Federal Court examined the evidence and agreed to allow the appeal and in fact strike out the winding-up petition. A relevant passage from the judgment of Zulkefli Ahmad Makinudin FCJ (now CJM) is instructive: "The appellant had a justifiable ground to file the application to strike out the petition when in good faith it had made payment into court to pay to the respondents the agreed sum under the consent order. As such, the respondents were deemed to have acted in a vexatious manner which was a good ground for striking out the petition. On the facts and circumstances of the case, the ground of inordinate delay could not be attributed to the appellant to dismiss its striking out application." [25] Accordingly, given the weight of the applicable authorities, I hold that the High Court is seized of the jurisdictional power under the Rules of Court 2012 to strike out a winding-up petition under O 18 r 19 and pursuant to the exercise of its inherent jurisdiction. [35] In this context, this Court finds that the HC’s Decision, which was affirmed by the FC’s Decision, is final. There is no issue of unpaid debt, as the alleged amount of RM 6.1 million was rejected in the Previous Suits; thus, the Petition discloses no reasonable cause of action. This warrants the striking out of the winding-up petition. Furthermore, there are also Issue Estoppel and Res Judicata, which are discussed below. Issue Estoppel & Res Judicata [36] Res judicata is a rule of substantive law. The principle is clear that a litigant is estopped from raising an issue in a subsequent proceeding when he or she could have raised it in an earlier proceeding but did not do so. Allowing parties to raise the issue later would be tantamount to permitting the filing of actions in instalments and would jeopardise the finality of litigation and other public policy considerations. [37] In Orchard Circle Sdn Bhd v Pentadbir Tanah Daerah Hulu Langat & Ors [2021] 1 MLJ 180; [2021] 1 CLJ 1; [2021] 1 MLRA 54; [2020] 8 AMR 533, the Federal Court held that- “[80] The thrust of the doctrine is to prevent a party from re-litigating an issue or a defence which has already been determined (known as cause of action estoppel or issue estoppel) or which could have previously been litigated. The latter principle had been established in the case of Henderson v Henderson (1843) 3 Hare 100) and ensured, as a matter of important public policy, the finality of judgments so as to prevent a party from being vexed twice and a waste of judicial resources. As it is not always easy to identify where one concept begins and another ends, Lord Sumption (in delivering the unanimous judgment of the Supreme Court) in the Virgin Atlantic case gave some clarification to the term with identifying the six principles which make up the doctrine, which are:

a party is prevented from bringing subsequent proceedings to challenge an outcome that has already been decided (cause of action estoppel);

if a claimant succeeds in the first action and does not appeal the outcome, he may not bring a subsequent action on the same cause of action (ie to recover further damages);

the doctrine of merger treats a cause of action as having been extinguished once judgment has been provided and accordingly the claimant’s only right is the judgment itself;

a party may not bring subsequent proceedings on an issue that has already been determined (issue estoppel);

a party may not bring subsequent proceedings which should and could have been dealt with in earlier proceedings (the ‘Henderson v Henderson principle’); and

there is a general procedural rule against abusive proceedings. It must also be shown that the earlier judgment necessarily and with precision determined the point in issues to constitute res judicata.” [38] Earlier, in a landmark case of Asia Commercial Finance (M) Berhad v Kawal Teliti Sdn Bhd [1995] 1 MLRA 611; [1995] 3 MLJ 189; [1995] 3 CLJ 783; [1995] 3 AMR 2559, the Supreme Court held- “(1) When a matter between two parties has been adjudicated by a court of competent jurisdiction, they and their privies are not permitted to litigate once more the res judicata, as the judgment becomes the truth between such parties. An estoppel per rem judicatum has been created as a result.

There are two kinds of estoppel per rem judicatum, ie cause of action estoppel and issue estoppel. The cause of action estoppel prevents reassertion of a cause of action which has been determined in a final judgment by the same parties. On the other hand, the issue estoppel prevents contradiction of the correctness of a final judgment by the same parties in a subsequent proceeding. Further, the parties are also prevented from asserting a cause of action or issue which should have been brought forward in the earlier action, but was not, whether deliberately or inadvertently.”. [39] Res judicata can also apply where the issues were not raised in the previous claims, but might have been and were not (See: Twin Pavilion Development Sdn Bhd v Teo Choon Ming & Ors [2023] 5 MLRA 579; [2023] MLJU 1115; [2023] CLJU 972, CA) [40] The Petition also falls squarely within the ambit of two (2) types of estoppels, namely, res judicata (cause of action estoppel) and issue estoppel, as held by the Federal Court in Kerajaan Malaysia v Mat Shuhaimi Shafiei [2018] 2 MLRA 185; [2018] 2 MLJ 133; [2018] 3 CLJ 1; [2018] 1 AMR 837 - “[20] There are in fact two kinds of estoppel per rem judicatum. The first is cause of action estoppel and the second is issue estoppel, which is a development from the first. Explaining on the two types of estoppel, the court said: The cause of action estoppel arises when rights or liabilities involving a particular right to take a particular action in court for a particular remedy are determined in a final judgment and such right of action, ie the cause of action, merges into the said final judgment: in layman s language, the cause of action has turned into the said final judgment. The said cause of action may not be relitigated between the same parties because it is res judicata. In order to prevent multiplicity of action and also in order to protect the underlying rationales of estoppel per rem judicatum and not to act against them, such estoppel of cause of action has been extended to all other causes of action (based on the same facts or issues) which should have been litigated or asserted in the original earlier action resulting in the final judgment, and which were not, either deliberately or due to inadvertence On the other hand, the issue estoppel literally means simply an issue which a party is estopped from raising in a subsequent proceeding. However, the issue estoppel, in a nutshell, from a consideration of case law, means in law a lot more, ie that neither of the same parties or their privies in a subsequent proceeding is entitled to challenge the correctness of the decision of a previous final judgment in which they, or their privies, were parties. This sounds like explaining a truism, but it is the corollary from that statement that is all important and that could have given birth to the controversies alluded to above; the corollary being that neither of such parties will be allowed to adduce evidence or advance any argument to contradict such decision.” [41] In the first place, the issue of the advance made by the Petitioner has been fully determined as the FC’s Decision reaffirmed the HC’s Decision. The Petitioner has no basis to relitigate this issue. [42] Therefore, this Court finds that the Petitioner’s demand for the alleged advance he paid to R1 cannot stand as it has been decided and affirmed by the Federal Court that dismissed his claim in the Previous Suits. He is also estopped from bringing the complaint in this petition on the basis of res judicata. [43] Accordingly, this Court is inclined with the Respondents’ submission that, in light of the Federal Court decision in the Previous Suits, the Petitioner has no basis for repeating the same allegations again through these proceedings. Locus Standi of the Petitioner [44] Another issue raised by R1 and R3 is that the Petitioner is not a shareholder and has no locus standi to present this Petition. [45] Accordingly, as contended by the Respondents, the issue of R1's shareholding was already fully determined in the Previous Suits. The HC’s Decision, which was reinstated by the FC’s Decision, that the Petitioner is not a shareholder of R1, hence, does not have the locus standi to file this Petition and/or to complain of the affairs of R1. [46] The Respondents also cited the case of Jega Jothy a/p C Thiagarajah & Ors v Persatuan Rumah Berhala Sri Nageswari [2021] MLRHU 2275; [2021] MLJU 2815; [2021] CLJU 2393; [2021] AMEJ 2078, which held that lack of locus standi is a ground to strike out a cause of action- “Lack of locus is a ground to o18 a suit [23] I should first make two points. The first is that locus standi generally means the right or capacity to bring an action in Court. The Supreme Court in Government of Malaysia v Lim Kit Siang [1988] 2 MLJ 1210 established clearly that a plaintiff must possess an interest in the issues raised in the proceedings. In Parallel Media Group Plc & Anor v Asia PGA Bhd & Ors [2004] 6 MLJ 37 Suriyadi J (as he then was) held relevantly as follows: “26. Perusing the application, I was aware that the first ground was on the issue of want of locus standi on the part of the plaintiffs, which inevitably meant that if the defendants were to succeed on this point alone, the second ground naturally flow that my interlocutory injunction obtained ex parte would have been flawed. On this issue of locus standi, it is imperative that the plaintiffs must be aggrieved persons and not mere busybodies, with a nexus existing between them and the fifth defendant, entitling them to file this action (Mohamed bin Ismail v Tan Sri Haji Osman Saat & Ors [1982] 2 MLJ 133 Atip bin All v Josephine Doris Nunis [1987] 1 MLJ 82), for purposes of this issue of want of authority, the moment the plaintiffs successfully prove that they fall within one of the exceptions to the principle of Foss v Harbottle (1843) 2 Hare 461, they would be home and dry. Needless to say if the plaintiffs were to succeed, it would inevitably mean that they had proven the nexus and all the ingredients entitling them to initiate the action”. [47] The Respondents then pointed out that the HC’s Decision in Suit 121, of the GOJ, had held that the Petitioner had indeed signed a Share Sale Agreement dated 28.1.2005 (SSA) whereby he agreed to sell and transfer all his shares in interest to R3, and R3 had completed the said purchase of all the Petitioner’s shares and interests, and accordingly, the Petitioner is no longer a shareholder of R1 having divested all of his shares and interests to R3. The HC’s Decision also concluded that the Petitioner “has not provided even a shred of evidence to prove a trust” for his contention that all the shares were held on trust for him. [48] As such, even at its highest, the Petitioner’s shareholding remains disputed, and the winding-up process is not the proper forum to resolve such a dispute (See Natural Transforms Sdn Bhd v GTM Land & Property Sdn Bhd & Ors and other cases [2021] MLRHU 1875; [2021] CLJU 1929; [2021] MLJU 2360). [49] Finally, this Court finds that the alleged amount of RM 6.1 million was rejected in the Previous Suits; thus, the Petition discloses no reasonable cause of action. [50] This Court also agrees with Respondents that this matter is a repetition of decided matters in the Previous Suits. In this regard, reference is made to the Federal Court case of Mat Shuhaimi Shafiei (supra) that “…the cause of action has turned into the said final judgment. The said cause of action may not be relitigated between the same parties because it is res judicata…” [51] As such, upon perusal of the evidence adduced as well as submissions of the parties, this Court is of the considered view that the Petition discloses no reasonable cause of action and/or is scandalous, frivolous and vexatious and/or is an abuse of the Court’ process and thus, there is no satisfactory reason for the court to exercise its discretion to form an opinion that it is just and equitable to order a winding up. [52] In regard to the cost, this Court has also perused the submissions of the Respondents that the cost is to be on an indemnity basis against the Petitioner, and also against his solicitors to R1 and R3, which this Court agreed and has allowed accordingly. CONCLUSION [53] Based on the above deliberations, Enclosure 5 is allowed, and Enclosure 1 is dismissed with costs. Dated: 8th JANUARY 2026 -SGD- (SUZANA BINTI MUHAMAD SAID) Judicial Commissioner of the High Court Georgetown, Pulau Pinang For the Petitioner: Indhumaliniy a/p Mahendiran Messrs. Ismail Khoo & Associates For the 1st and 3rd : Gregory Ling Respondents Messrs. Gregory Ling