Trudy Ranjini Ganendra v 1. ) Dato' Dennis Ganendra (WA-24NCC-551-12/2021)

DATO’ DENNIS GANENDRA (No. K/P: 651230-07-5497)

MINCONSULT SDN BHD (No. Syarikat: 58835-P)

DATO WAN RAZALI BIN WAN MUDA (No. K/P: 531006-11-5013)

DATO SRI ROSLAN BIN MUHAMMAD TAHAR (No. K/P: 590316-04-5145) … DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT (Enclosures 176 and 17)

This Originating Summons concerns a minority oppression claim under Section 346 of the Companies Act 2016 brought by the Plaintiff against the Defendants in relation to the 2nd Defendant-company, Minconsult Sdn Bhd (“Minco”) Page 3 of 33 (Enclosure 176 (Amended Originating Summons)), coupled with a Counterclaim by the 1st Defendant alleging abuse of process (Enclosure 17, the reliefs in paragraph 88 (a) to (d)). A]

The Plaintiff holds 33% shares in Minco, an engineering consultancy company incorporated in 1980. Minco specializes in providing engineering consultancy services and has operated as a professional services firm for over four decades. The company’s Memorandum and Articles of Association were adopted upon incorporation and follow the standard Table A provisions for private companies under the Companies Act 1965 (now repealed).

The 1st Defendant is the Plaintiff’s elder brother and has been involved in Minco’s operations for many years. He was appointed as Chief Executive Officer in 2018 and currently holds 25.3% shares in the company. Minco operates with a 9- member Board of Directors comprising both family members (including the Plaintiff and the 1st Defendant) and non-family members who are professional engineers. The non-family directors have consistently outnumbered family members on the Board throughout the company’s history.

The Plaintiff was appointed as a director on 18.4.2019 following the exit of another family member, Datuk Rosalind Ganendra (“Rose”), sister to both the Plaintiff and the 1st Page 4 of 33 Defendant, who sold her shares in the company/Minco. The Plaintiff retired as director on 23.6.2022 without seeking re-election at the Annual General Meeting. She alleges that oppression commenced in April 2019 when the 1st Defendant purportedly assumed complete control of Minco’s affairs following the buyout of Rose for RM46,000,000. This transaction, which saw Rose exit the company profitably, forms a significant backdrop to the present proceedings.

The evidence shows that prior to Rose’s exit, the Plaintiff had been involved in Minco in various capacities since approximately 2012. However, there is no evidence of any complaints or allegations of oppression during this period from 2012 to 2019. The present complaints arose only after Rose’s profitable exit in 2019. B]

The Plaintiff seeks relief under Section 346 of the Companies Act 2016, claiming minority oppression through: i) removal from management in breach of her legitimate expectations as a family member and 33% shareholder; ii) restriction of access to company information and staff, preventing her from exercising oversight of company affairs; Page 5 of 33 iii) rejection of her expense claims and reduction of benefits previously enjoyed, treating her less favourably than other directors; and iv) conducting the affairs of Minco in a manner that disregards her interests as a minority shareholder and benefits the 1st Defendant.

She seeks alternative reliefs including: i) reinstatement to management and co-management with the 1st Defendant; ii) compulsory buyout of her shares at RM46,000,000, being the same price paid for Rose’s shares; or iii) winding up of the company.

She also seeks damages, costs and other ancillary reliefs. C]

The 1st Defendant counterclaims that the Originating Summons was filed in abuse of process for the collateral purpose of pressuring him to purchase the Plaintiff’s shares at an inflated value of RM46,000,000. He made an offer on 20.12.2021 to buy her shares at fair value to be determined by independent valuation, which was rejected by the Plaintiff. The Page 6 of 33 evidence shows that an independent valuation estimated the fair value of the Plaintiff’s 33% shareholding at approximately RM11,075,127, significantly less than the RM46,000,000 demanded.

The 1st Defendant seeks a declaration that the proceedings constitute an abuse of process, damages for the costs and reputational harm caused by the litigation, and costs on an indemnity basis. D]

The Plaintiff argued that: i) Minco is a family-owned “legacy” company founded by the Ganendra family, where she had legitimate expectations of management participation as a Ganendra sibling and 33% co-owner, based on the principles established in Tob Chee Hoong v. Tob Chee Choong & Ors [2017] MLJU 1303; ii) her exclusion from management without a buyout offer at the same price paid to Rose constitutes oppression per Tob Chee Hoong (supra) where the court recognized that exclusion from management in family companies without a fair buyout amounts to oppression; Page 7 of 33 iii) it is sufficient to show one ground of oppression to succeed in a Section 346 claim, based on Low Ean Nee & Ors v. Low Cheng Teik & Ors [2023] 2 CLJ 19, and she has established multiple grounds including exclusion from management, denial of information, and reduction of benefits; iv) the 1st Defendant abused his control over the Board and company affairs to benefit himself while disregarding her interests as a minority shareholder; and v) as a 33% shareholder and family member, she is entitled to be treated fairly and to participate in management decisions affecting her substantial investment in the company. E]

The 1st Defendant contended that: i) no oppression occurred as his actions were legitimate business decisions made in the best interests of the company and approved by an independent Board of Directors exercising their commercial judgment; ii) the Plaintiff’s alleged legitimate expectations are contrived and arose only after 2019 following Rose’s profitable exit at RM46,000,000, revealing that the Plaintiff’s true Page 8 of 33 motivation is financial gain rather than remedying any genuine oppression; iii) the complaints raised by the Plaintiff relate to management and operational issues properly within the Board’s discretion, not to her rights as a shareholder, and removal from directorship does not affect her shareholder rights which remain fully intact; iv) Minco operates with proper corporate governance through a 9-member Board with established committees, documented decision-making processes, and independent non-family directors who outnumber family members, and is not a quasi-partnership or family company where legitimate expectations of management participation would arise; v) the proceedings were commenced to extort a higher share price (RM46,000,000) than the shares are legally worth (approximately RM11,075,127 based on independent valuation), and the Plaintiff admitted in cross-examination that she would “accept 46 million to stop the case”; and vi) the Plaintiff’s conduct throughout the proceedings, including seeking inconsistent reliefs and making inflammatory statements about wanting to “humiliate” the 1st Defendant at trial, demonstrates that the action is not genuinely aimed at remedying oppression. Page 9 of 33 F]

The 2nd Defendant (Minco) argued that: i) Minco was never a family-owned company since its incorporation in 1980, with its constitutional documents containing no family-specific provisions whatsoever and adopting standard Table A provisions applicable to all private companies; ii) Article 7 of the Articles of Association specifically restricts shareholding to professional engineers, which is fundamentally inconsistent with the concept of family ownership where shares would pass based on family relationship rather than professional qualification; iii) the company has always operated with professional corporate governance through a 9-member Board with proper decision-making processes, documented minutes, established committees including a Remuneration and Nomination Committee, and independent advisors; iv) non-family directors have consistently outnumbered family members on the Board throughout the company’s history, with independent professional engineers forming the majority of the Board and providing independent oversight of management decisions; Page 10 of 33 v) third parties have historically held shares in the company, demonstrating that shareholding was never limited to family members, and the Plaintiff herself pleaded that Rose acquired control from a third party in 1998; and vi) the Plaintiff’s real motivation is monetary gain, evidenced by her admission in cross-examination that she would “sell shares and stop the case” for RM46,000,000, and her conduct throughout shows she is not seeking remedial relief but rather financial advantage. G]

The 3rd and 4th Defendants submitted that: i) no relief is sought against them in the Originating Summons and no direct oppressive conduct is alleged against them personally, making their joinder as defendants inappropriate; ii) they were joined solely based on their alleged status as nominees of the 1st Defendant, not based on any actions they took as directors or any oppressive conduct attributed to them individually; iii) it is unfair to expect them to explain or justify collective Board decisions when they were merely two members of Page 11 of 33 a 9-member Board and voted according to their business judgment on matters properly brought before the Board; iv) many allegations raised against them in cross-examination and submissions were never properly pleaded in the Originating Summons, denying them proper opportunity to respond with evidence and prepare their defence; and v) even if legitimate expectations existed (which is denied), such expectations can be superseded by just cause for removal, as held in Re Regional Airports Ltd [1999] 2 BCLC 30, and the evidence shows just cause existed based on performance and business considerations. H]

The foundation of the Plaintiff’s legitimate expectations claim rests on whether Minco operates as a family company or quasi-partnership. This is a threshold issue that determines whether legitimate expectations of management participation could arise. In Tob Chee Hoong (supra), the Court of Appeal recognised that family companies may give rise to legitimate expectations, but the existence of a family company must first be established.

The evidence overwhelmingly establishes that Minco is not a family-owned company: Page 12 of 33 i) The Memorandum & Articles of Association contain no family-specific provisions whatsoever and adopt standard Table A provisions for private companies under the Companies Act 1965. There are no provisions requiring family membership for shareholding, no special voting rights for family members, no restrictions on transfer of shares to non-family members (save for the professional qualification requirement), and no provisions for family governance or family decision-making. ii) Article 7 of the Articles of Association expressly restricts shareholding to professional engineers, stating that shares may only be held by persons who are qualified professional engineers. This professional qualification requirement is fundamentally inconsistent with family ownership, as it prioritises professional credentials over family relationship. A true family company would not impose such restrictions that could exclude family members lacking the requisite qualifications. iii) Third parties have historically held shares in the company, as evidenced by the Plaintiff’s own pleadings. The Plaintiff herself pleaded that Rose gained control from a third party in 1998, demonstrating that ownership was never confined to family members. If Minco were truly a family company, shares would have been restricted to family members from inception. Page 13 of 33 iv) The Board has consistently comprised more non-family than family members throughout the company’s history. The evidence shows that at all material times, the 9- member Board had a majority of independent non-family directors who are professional engineers with no family relationship to the Ganendra family. These independent directors provided genuine oversight and were not under the control of family members. v) Corporate governance operates through proper Board processes, documented meetings with minutes, established committees (including the Remuneration and Nomination Committee), and collective decision-making. Major decisions required Board approval with documented resolutions. This formal corporate structure is inconsistent with the informal management typical of family companies. vi) The company has operated continuously since 1980 as a professional engineering consultancy firm, with standard corporate governance practices, engagement of external consultants and advisors, and professional management systems.

The Plaintiff bears the burden of proving that Minco is a family company, but has failed to discharge this burden. She has not pointed to any provision in the constitutional documents, any Page 14 of 33 shareholders’ agreement, any consistent course of dealing, or any understanding among shareholders that would establish Minco as a family company. The mere fact that some shareholders happen to be family members does not convert a company into a family company, particularly where the constitutional documents and governance structure are entirely professional and corporate in nature.

The Plaintiff has fundamentally failed to prove how the 1st Defendant allegedly “controlled” the Board or abused his position to dominate decision-making. The assertion that the 1st Defendant “assumed complete control” following Rose’s exit in April 2019 is unsupported by the evidence and contradicted by the documented Board processes. The evidence demonstrates proper corporate governance through: i) Board approval required for all major decisions with documented meeting minutes showing discussions, deliberations, and voting by all directors; ii) a Remuneration and Nomination Committee governing compensation decisions, ensuring that remuneration matters were not decided unilaterally by the 1st Defendant but by a committee of the Board; iii) external consultants such as Peoplelink Consulting Sdn Bhd engaged for independent advice on human resources and remuneration matters, demonstrating that the Page 15 of 33 company sought professional external input rather than relying solely on internal management; iv) a 9-member Board with independent non-family directors consistently outnumbering family members, providing genuine independent oversight of management decisions; and v) the Management Team Meeting (MTM) and advisory groups having no formal decision-making authority, with all material decisions being referred to the Board for approval.

The 1st Defendant operated within established corporate structures as Chief Executive Officer, subject to Board oversight and accountability. The evidence does not support the allegation that he acted as an autocratic controller who dominated the Board. Rather, the evidence shows that Board decisions were made collectively after proper deliberation.

Therefore, I find that Minco is a professional engineering consultancy operating with formal corporate governance structures, not a family company or quasi-partnership. The 2nd Defendant’s evidence on this fundamental issue is accepted. This finding is fatal to the Plaintiff’s claim based on legitimate expectations arising from family company status. Page 16 of 33 I] LEGITIMATE EXPECTATIONS OF MANAGEMENT

The second issue is whether the Plaintiff had legitimate expectations to participate in management that were improperly breached. Even if Minco were a family company, legitimate expectations of management participation do not arise automatically from family relationship or shareholding alone.

Legitimate expectations require clear evidence beyond mere shareholding or familial relationship. The Court must examine the particular circumstances including: i) any understanding or agreement between the parties (whether express or based on past practice and conduct); ii) the course of dealing between the parties; and iii) the nature of the company’s operations. The burden is on the party alleging legitimate expectations to prove their existence (see Ebrahimi v. Westbourne Galleries [1973] AC 360; O’Neill v Phillips [1999] 1 WLR 1092, [1990] 2 BCLC 1; Re Saul D Harrison & Son Plc [1995] 1 BCLC; Tuan Haji Ishak v. Leong Hup [1996] 1 CLJ 393).

Applying these principles, the evidence shows: i) The Plaintiff’s involvement in management was conditional and subject to performance evaluation. She was not appointed to any management position with security of tenure or any understanding that her position was permanent regardless of performance. The evidence shows that her role and responsibilities were subject to Board oversight and could be modified based on business needs and performance. ii) Throughout the period of the Plaintiff’s involvement with Minco from 2012 to 2019, no complaints were raised. It was only after Rose’s lucrative (RM46,000,000) exit in 2019 that grievances began to surface. This timing is significant and suggests that the Plaintiff’s complaints were motivated by financial considerations rather than genuine long-standing concerns about oppression or exclusion from management. iii) Management decisions regarding the Plaintiff’s role and responsibilities were subject to Board oversight and proper corporate governance. Decisions were not made unilaterally by the 1st Defendant but were discussed and approved by the Board after proper deliberation. iv) The Plaintiff was appointed as director only in 2019 upon Rose’s exit, indicating no automatic entitlement to Page 18 of 33 directorship based on family relationship or shareholding. If there were truly legitimate expectations of management participation, she would have been appointed as director much earlier during her involvement with Minco from 2012. v) The Plaintiff has not pointed to any shareholders’ agreement, side agreement, understanding, representation, or course of dealing that would give rise to legitimate expectations of permanent management participation. She relies solely on her status as a family member and 33% shareholder, which is insufficient.

Following Tan Ken Meng v. HSL Plastic Sdn Bhd [2019] 1 LNS 1291 and Khor Lye Hoc & Anor v. Makassar Engineering Sdn Bhd [2011] 8 CLJ 476, removal from directorship does not constitute oppression unless it affects the member’s rights as a shareholder. The Court must distinguish between rights as a director (which are contractual and can be terminated) and rights as a member (which flow from shareholding and cannot be improperly interfered with).

In the present case, the Plaintiff’s rights as a shareholder remained completely intact. She continued to hold her 33% shareholding with full voting rights, entitlement to dividends, right to inspect statutory registers, right to attend and vote at general meetings, and all other rights flowing from her membership. Her removal from management affected only her Page 19 of 33 position as director and any management roles, not her shareholder rights.

No legitimate expectations of unconditional management participation have been established. The Plaintiff’s claims relate primarily to her management positions and directorship, not to her rights as a shareholder. This distinction is critical in oppression cases under Section 346. J]

The third issue is whether the 1st Defendant’s conduct amounts to oppression under Section 346 of the Companies Act 2016. Section 346(1) provides that a member may apply to the court for an order 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 members including the applicant.

The test for oppression requires examining the particular facts of each case. In Re Kong Thai Sawmill (Miri) Sdn Bhd & Ors v. King Beng Sung [1978] 2 MLJ 227, the Privy Council held that there must be a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a shareholder is entitled to expect before a case of oppression can be made out.

The word “oppressive” was defined in Re RH Harmer Ltd [1958] 3 All ER 689 to mean “burdensome, harsh and wrongful”.

In Jaya Medical Consultants Sdn Bhd v. Island & Peninsular Berhad & 13 Ors [1993] CLJU 32; [1994] 1 MLJ 520 it was held that “as it is quite impossible to lay down categories of conduct considered to be oppressive, each case has to be examined in the light of its own particular facts.” The Court further held that “for there to be oppression, there must be a visible departure from the standard of fair dealing or fair play and where the oppressed is constrained to submit to some overbearing act or attitude on the part of the oppressor.”

The test is objective, not subjective - the Court considers whether a reasonable person would consider the conduct oppressive, not merely whether the complainant feels aggrieved. This requires awareness of the minority's interest and an evident decision to override it, brush it aside, or set at naught the proper company procedure (Re Kong Thai Sawmill (supra)).

Commercial unfairness lies at the heart of oppression claims. The court must consider whether the majority has exercised its powers in a manner that is commercially unfair to the minority (Pan Pacific Construction Holdings Sdn Bhd v. Ngiu-Kee Corporation (M) Sdn Bhd [2010] 6 CLJ 721 (adopting Re Saul D Harrison & Sons plc [1995] 1 BCLC).

Applying these principles to the present case: i) The 1st Defendant’s actions were legitimate business decisions approved by the Board after proper deliberation. The evidence shows that decisions regarding the Plaintiff’s management role, remuneration, expense claims, and access to information were all considered and approved by the Board, not imposed unilaterally by the 1st Defendant. ii) The Plaintiff’s shareholding rights remained completely intact, including her entitlement to dividends, voting rights, right to inspect statutory registers, right to receive financial statements, and all other statutory rights as a member. She has not been deprived of any rights flowing from her shareholding. iii) Decisions were made with proper corporate oversight and accountability through the Board and its committees. The evidence shows documented minutes, proper deliberation, consideration of the company’s interests, and votes by directors exercising their business judgment. iv) There is no evidence of fraud, manipulation, or disregard of proper procedures. The Plaintiff has not established that decisions were made in bad faith, for improper purposes, or in deliberate disregard of her interests as a shareholder. Page 22 of 33 v) The complaints raised by the Plaintiff relate primarily to operational and management matters (such as her role, her access to staff, her expense claims, her remuneration) which were properly within the Board’s discretion to determine based on business considerations. These are not matters affecting her shareholder rights.

The present case differs significantly from established oppression authorities such as Tob Chee Hoong (supra), where a genuine family company existed with clear evidence of legitimate expectations, and where the exclusion from management was coupled with denial of financial information and deliberate freezing out of the minority shareholder. In that case, the court found oppression based on the cumulative effect of excluding the minority from management, denying access to financial information, and paying excessive remuneration to the majority while depriving the minority of benefits.

In the present case, by contrast, Minco is not a family company, no legitimate expectations have been established, the Plaintiff’s shareholder rights remained intact, and decisions were made through proper Board processes. The Plaintiff has failed to establish the foundational requirements for a successful oppression claim.

Therefore, I find that no oppressive conduct has been established. The complaints raised relate to internal Page 23 of 33 management decisions properly made within the corporate governance framework, not to oppression of the Plaintiff in her capacity as a member of the company. K]

The fourth issue is whether the 3rd and 4th Defendants have any liability in these proceedings.

The fundamental procedural and substantive objections raised by the 3rd and 4th Defendants are compelling: i) No relief is expressly sought against them in the Originating Summons. The prayers for relief are directed at the 1st Defendant and the company, with no specific relief claimed against the 3rd and 4th Defendants personally. ii) No direct allegations of oppressive conduct are made against them personally. The Plaintiff’s case focuses on the alleged conduct of the 1st Defendant in controlling and dominating company affairs, not on any independent wrongful acts by the 3rd and 4th Defendants. iii) They were joined as defendants solely on the basis of their alleged status as nominees of the 1st Defendant, not based on their conduct as directors or any oppressive acts attributed to them. Even if they were nominees (which is Page 24 of 33 disputed), this alone does not justify their joinder without allegations of wrongful conduct. iv) Many allegations were raised against them in cross-examination and in submissions but were never properly pleaded in the Originating Summons, denying them proper opportunity to respond with evidence and prepare their defence. Basic principles of natural justice and procedural fairness require that parties be given notice of the case they must meet. v) It is unfair to expect the 3rd and 4th Defendants to individually explain or justify collective Board decisions when they were merely two members of a 9-member Board, and the evidence shows they voted according to their business judgment on matters properly brought before the Board.

The 3rd and 4th Defendants’ position is entirely vindicated. No case has been made out against them, whether on the pleadings or on the evidence. Their joinder was inappropriate and they should not have been made parties to these proceedings. L]

In her Amended Originating Summons (Enclosure 176), the Plaintiff simultaneously seeks three fundamentally inconsistent reliefs: Page 25 of 33 i) reinstatement to co-management with the 1st Defendant and restoration of her management role; ii) compulsory buyout of her shares at RM46,000,000; and iii) winding up of the company.

These mutually inconsistent reliefs undermine the credibility of the Plaintiff’s oppression claim and suggest that the proceedings are not genuinely aimed at remedying oppression but rather at securing the most advantageous financial exit available. If the Plaintiff genuinely sought to participate in management and remedy alleged oppression, she would not simultaneously seek in the alternative a buyout and winding up – remedies that would result in her complete disassociation from the company.

The impracticality of joint management between the parties, given the evident and complete breakdown in their relationship, further highlights the contradictory nature of the reliefs sought. The evidence shows deep animosity and distrust between the Plaintiff and the 1st Defendant. In her affidavit (Enclosure 32, paragraph 6), the Plaintiff stated that the 1st Defendant’s application was “a cynical attempt by Dennis to avoid a trial of this action” and that “there is a high probability that this action will be tried by extensive cross-examination of the parties and their respective witnesses” with “Dennis is intent on avoiding this.” This indicates the Plaintiff’s Page 26 of 33 desire to subject the 1st Defendant to trial proceedings, which the 1st Defendant characterises as an intention to humiliate him (Enclosure 298, paragraph 50.1). In such circumstances, requiring them to work together in co-management would be unworkable and not in the company’s interests.

These inconsistent reliefs support the concerns raised by the Defendants regarding the Plaintiff’s true motivation in initiating this Originating Summons. The reliefs sought ultimately undermines the very basis of the Plaintiff’s claim. M] THE 1ST DEFENDANT’S COUNTERCLAIM FOR ABUSE OF

The final issue is whether the proceedings were commenced in abuse of process for an improper collateral purpose.

The 1st Defendant raises the following matters in support of his Counterclaim: i) The Plaintiff’s cross-examination admission that she would “accept 46 million to stop the case” and “sell the shares and stop the case,” suggesting that the proceedings were commenced to extract this payment rather than remedy oppression; ii) Her stated intent to “humiliate” the 1st Defendant at trial rather than seek genuine remedial relief, indicating Page 27 of 33 personal vindictiveness rather than legitimate legal redress; iii) The timing of complaints arising only after Rose’s profitable RM46,000,000 exit in 2019, when the Plaintiff had been involved with Minco since 2012 without complaint, suggesting that the proceedings were motivated by financial envy rather than genuine grievance; iv) Seeking an inflated valuation of RM46,000,000 versus the independently estimated fair value of RM11,075,127 based on professional valuation, representing a premium of over 300% above fair value; v) The inconsistent nature of the multiple alternative reliefs sought, suggesting opportunism rather than a genuine desire to remedy specific oppression; and vi) Rejection of the 1st Defendant’s reasonable offer on 20.12.2021 to purchase her shares at fair value determined by independent valuation.

The 1st Defendant’s Counterclaim alleges that the Originating Summons was filed for the collateral purpose of pressuring the 1st Defendant to buy out the Plaintiff’s shareholding at a value significantly higher than fair value.

The issue is whether this Originating Summons was instituted with the predominant purpose of obtaining an improper collateral advantage rather than the relief claimed in the action.

In this regard I have taken into consideration that the 1st Defendant had previously applied to strike out this Originating Summons in Enclosure 17 but the application was dismissed on 2.6.2022, where I found that it was not plain and obvious for the Originating Summons to be struck out on the basis of the Plaintiff’s rejection of a reasonable offer alone.

Now, having heard the full evidence and submissions, I have found that the Plaintiff’s claim lacks merit for the reasons set out above. However, this does not automatically mean that the proceedings were commenced in abuse of process. There is an important distinction between a failed claim and an abusive claim. A claim may fail on its merits without being abusive.

While the 1st Defendant raises legitimate concerns about the Plaintiff’s motivation, particularly: i) Her admission that she would accept RM46 million to stop the case; ii) The timing of the complaints only after Rose’s profitable exit; Page 29 of 33 iii) The demand for a valuation significantly exceeding independent professional valuation; iv) The inconsistent alternative reliefs sought; and v) Her stated desire to humiliate the 1st Defendant; these circumstances, while suspicious and concerning, fall short of definitively proving that the entire action was commenced in bad faith, and primarily driven by an improper collateral purpose.

It is possible that the Plaintiff genuinely, albeit wrongly, believed that she had been oppressed and was entitled to the same treatment and exit price as Rose. She may have misunderstood the legal requirements for establishing oppression and legitimate expectations. Her advisors may have encouraged the belief that she had a viable claim. While her understanding of the legal position was flawed and her claim has failed, this does not necessarily mean that the proceedings were instituted in bad faith from the outset. N]

For the reasons stated above: i) The Plaintiff’s Amended Originating Summons in Enclosure 176 is dismissed. Page 30 of 33 ii) The 1st Defendant’s Counterclaim in Enclosure 176 is dismissed. iii) Accordingly, no costs are awarded as between the Plaintiff and the 1st Defendant, as both the Plaintiff’s claim and the 1st Defendant’s Counterclaim are dismissed. iv) Costs of RM90,000 is awarded in favour of the 2nd Defendant. v) Costs of RM35,000 is awarded in favour of the 3rd and 4th Defendants. Dated this 16th day of October, 2025 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) JUDGE HIGH COURT OF MALAYA, (COMMERCIAL DIVISION (NCC 3)) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA Page 31 of 33 PLAINTIFF : Vasanthi A/P Sathasivam (Sugumaran A/L Kumareson and Subathra A/P K. Sathianathan together with her) Messrs K. Sugu & Associates No. 63-2, Petaling Utama Avenue, Jalan PJS 1/50, Taman Petaling Utama, 46150 Petaling Jaya, Selangor Tel: 03-77724346 Email: ksuguassociates@yahoo.com 1ST DEFENDANT : Dato’ Malik lmtiaz Sarwar (Arthur Ng Wei Meng, Wong Ming Yen, Nur Fathin Amira Binti Sapawi and Abby Si Xin Yi (pupil-in-chambers) together with him) Messrs Christopher & Lee Ong Level 22, Axiata Tower, No. 9, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur Tel: 03-22731919 Email:CLO-info@christopherleeong.com 2ND DEFENDANT : Saritha Devi Kirupalani (Nur Ainnabila Binti Rosdi and Nabila Binti Roslee together with her) Messrs Zaid Ibrahim & Co. Level 19, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur Tel: 03-20879999 Email: info@ziclegal.com Page 32 of 33 3RD & 4TH DEFENDANTS : Lim Wei Jiet (Nevyn Vinosh together with him) Messrs Lim Wei Jiet Suit 8.01A, Level 8, Wisma E&C, Damansara Heights, 50490 Kuala Lumpur Tel: 03-27328226 Email: limweijiet91@gmail.com LEGISLATION / RULES CITED Companies Act 2016 ▪ Section 346

Ebrahimi v. Westbourne Galleries [1973] AC 360

Jaya Medical Consultants Sdn Bhd v. Island & Peninsular Berhad & 13 Ors [1993] CLJU 32; [1994] 1 MLJ 520

Khor Lye Hoc & Anor v. Makassar Engineering Sdn Bhd [2011]

Low Ean Nee & Ors v. Low Cheng Teik & Ors [2023] 2 CLJ 19

O’Neill v Phillips [1999] 1 WLR 1092

Pan Pacific Construction Holdings Sdn Bhd v. Ngiu-Kee

Re Kong Thai Sawmill (Miri) Sdn Bhd & Ors v. King Beng Sung [1978] 2 MLJ 227

Re Regional Airports Ltd [1999] 2 BCLC 30

Re RH Harmer Ltd [1958] 3 All ER 689

Re Saul D Harrison & Sons plc [1995] 1 BCLC

Tan Ken Meng v. HSL Plastic Sdn Bhd [2019] 1 LNS 1291

Tob Chee Hoong v. Tob Chee Choong & Ors [2017] MLJU 1303

Tuan Haji Ishak v. Leong Hup [1996] 1 CLJ 393