LIM SIM EE v 1. ) DSI NORTHERN SOURCE SDN BHD 2. ) LOO SAY HOCK 3. ) Datuk Ng Kwok Siong

ba-22ncc-61-05-2022 High Court (Mahkamah Tinggi) 12 March 2026 • BA-22NCC-61-05/2022 • 26 min read

4 cases cited (0 SG, 4 foreign)

Catchwords

The Plaintiff commenced this action under section 346 of the Companies Act 2016, alleging that the Defendants conducted the affairs of the 1st Defendant company in an oppressive manner that unfairly prejudiced him as a shareholder. He sought various remedies, including declarations invalidating corporate acts, restoration of his shareholding, a compulsory buy-out of his shares, damages, and consequential relief. The Plaintiff contended that he was a 20% shareholder whose interests were undermined through a series of corporate actions, including the dilution of his shareholding, an alleged breach of a Share Sale Agreement worth RM3 million, transfers and restructuring involving related companies, his removal as a director, and denial of access to company records. He argued that these actions formed a systematic attempt to squeeze him out of the company. After considering the oral and documentary evidence, the Court found that the Plaintiff failed to establish his claim. It held that he had not proven a beneficial interest in the shares, as he admitted he had not paid for them and produced no evidence of consideration. The Court further found that the share dilution resulted from a capital exercise in which the Plaintiff chose not to participate, and that there was insufficient evidence to support the alleged Share Sale Agreement or claims of bad faith, personal loss, or oppressive conduct. The Court concluded that the dispute reflected a breakdown in commercial relations rather than oppression under section 346. Accordingly, the Plaintiff's claim was dismissed, with costs of RM20,000 awarded to the Defendants.

Judges (1)

Anita binti Harun Delivered

Counsel (5)

Bishan & Partners Firm KH Wong, Chin & Cheah Firm Cheah Sau Voon Counsel Defendant Chiam Fui Ting Counsel Plaintiff Teoh Bi Shan Counsel Plaintiff

Parties (4)

DSI NORTHERN SOURCE Sdn Bhd Defendant Datuk Ng Kwok Siong Defendant Lim Sim Ee Plaintiff Loo Say Hock Defendant

Statutes Cited

Companies Act 2016 (Cap 777)

s 346

Cases Cited (4)

UK (1)

[1974] AC 821

MY (3)

[2015] MLJU 2353 [2020] MLJU 1744 [2024] 5 MLJ 580

Judgment

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Source: eJudgment (ba-22ncc-61-05-2022)