in the court of appeal malaysia (appellate jurisdiction)

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consequently against the interest of the Petitioner which I have already adverted and which contributed to the losses of the Company. What I have said clearly established the fact that the 2 nd Respondent and the 3 rd Respondent had conducted the affairs of the Company in a manner oppressive to the Petitioner and in disregard to its interest. It was contended that the Petitioner made baseless allegation of oppression and disregard in order to wrest control of the Company but this contention cannot be sustained since the allegations, given what I have already said, are obviously not baseless. It was also argued that the conduct of the 2 nd Respondent or the 3 rd Respondent cannot be oppressive or in disregard of the interest of the Petitioner when they went about fine-tuning the purchase system which resulted in lower cost to the Petitioner and when they lent money to the Company when fund was needed. Again those exercises were used to unjustifiably charge the Company with salaries which the 2 nd Respondent should have paid and to charge the Company with interest on yet to be accounted for loan for a substantial sum which I had mentioned earlier; they were tools to oppress the Petitioner and to disregard the interest of the Petitioner. What is left to consider is the orders I should make.” Before proceeding further, it is better for us to remind ourselves that the 1 st respondent was a Joint Venture Company (JV) where there is a big disparity in the shareholding, namely, the petitioner is holding only 30% of the shares while the 2 nd respondent is holding 70% of the shares. The petitioner contributed RM900,000.00 to the paid-up capital of the 1 st respondent while the 2 nd respondent contributed RM2,100,000.00. The petitioner acknowledged that before the incorporation of the JV the 2 nd respondent had 11 supermarkets all over Sarawak which indirectly 50
ecognized the expertise of the 2 nd respondent in the business of supermarkets. The JV was established to carry out the business of supermarkets in Kota Kinabalu. We are not sure why there is a big disparity in the shareholding of the JV between the petitioner and 2 nd respondent because in normal joint venture the shareholding of the Company would be in equal shares with very minor disparity. Whatever is the disparity in the shareholding of the JV, it is clearly stated the Board of Directors consisted of three members from the petitioner of which one of them would be the chairman while the 2 nd respondent would have five members of which one of them would be the managing director. This is not in accordance with the shareholding of the parties and we believe this is the concession given by the 2 nd respondent to the petitioner. Under the JV Agreement the business of the 1 st respondent is to be carried out at a building owned by a subsidiary of the petitioner with a fixed rent. In our view, this is another concession given by the 2 nd respondent to the petitioner. The 1 st respondent was incorporated on 24.6.1998. It is not disputed that the 2 nd respondent is a public listed company on the 2 nd Board of the KLSE. Since the 2 nd respondent is a public listed company the minority shareholding of the Company keeps changing as and when its shares are 51
Page 1 and 2: IN THE COURT OF APPEAL MALAYSIA (AP
Page 3 and 4: 4. The 2 nd Respondent’s group co
Page 5 and 6: Business of the Company. The chairm
Page 7 and 8: 14. The 1 st Respondent continued t
Page 9 and 10: problems or complaints with regard
Page 11 and 12: 34. This was and is a clear breach
Page 13 and 14: Contributions and any other contrib
Page 15 and 16: 3. costs of and occasioned by this
Page 17 and 18: 2.1:1 to set up and operate the Dep
Page 19 and 20: 9. In accordance with the terms of
Page 21 and 22: 16. Messrs Ernst and Young were app
Page 23 and 24: (b) regulate the conduct of the aff
Page 25 and 26: judge dismissed the application but
Page 27 and 28: directors exercised. These might be
Page 29 and 30: But if a case of “oppression” o
Page 31 and 32: In Kumagai Gumi Co Ltd v. Zenecon-K
Page 33 and 34: sufficient to constitute oppression
Page 35 and 36: emove the petitioner from the compa
Page 37 and 38: the starting point in any case unde
Page 39 and 40: Thus the personal relationship betw
Page 41 and 42: an oppressive manner. The learned a
Page 43 and 44: (ii) that the respondent company ha
Page 45 and 46: another company called Maestro Prod
Page 47 and 48: stores, for eg. Robert Tan, adverti
Page 49: the staff was also made use of to h
Page 53 and 54: Agreement dated 10 July 1998, which
Page 55 and 56: 1.1 Upon the signing of a sale of s
Page 57 and 58: The response to the last two letter
Page 59 and 60: Our client confirms that they will
Page 61 and 62: We have been instructed by our clie
Page 63 and 64: the change of shareholding in the 2
Page 65 and 66: In addition to the three issues rai
Page 67 and 68: follows: Further down the minutes i
Page 69 and 70: Ms Kat Yong also highlighted the fi
Page 71 and 72: y demonstrating its ability to pay
Page 73 and 74: agreement of the Joint-Venture (“
Page 75 and 76: until all avenues be exhausted befo
Page 77 and 78: security. For that reason, the bank
Page 79 and 80: The “Report on Verifications of S
Page 81 and 82: It is clear to us that the learned
Page 83 and 84: their staff in the central purchasi
Page 85 and 86: shareholder in the Company. The lea
Page 87 and 88: CONCLUSION As stated in the case of
Page 89: For the Appellants: Counsel: Lim Pi

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