KOAY PENG SOON v 1. ) LEE SEIK FUN 2. ) LIM LEONG CHUAN 3. ) ENPRO SOLUTIONS SDN BHD 4. ) ABRE ENGINEERING SDN BHD 5. ) ENPRO TEKNOLOGI SDN BHD 6. ) ENPRO ENGINEERING SDN BHD

Case Significance

Enforces a section 346 Companies Act 2016 oppression buyout by recording the expert valuation of the minority's 30% shareholding at RM942,000, ordering payment (with 4% interest) within fourteen days against delivery of a transfer, the court finding no basis to review the Valuation Report.

This High Court (Kuala Lumpur, Commercial Division) decision arises out of a minority-shareholder oppression action under section 346 of the Companies Act 2016 and concerns a subsequent application to record the outcome of a share valuation for enforcement of a buyout order. On 14 April 2025 the plaintiff had obtained an order compelling the first and second defendants to buy out the plaintiff's shares in the third defendant, a company, and the defendants were still appealing that underlying buyout order. The present appeal concerned a later order made on the plaintiff's application to record the valuation outcome for enforcement purposes.

The oppression complaint that underlay the buyout order concerned the denial of a director's access to the company's accounts and financial information and the diversion of company funds to related entities. The court had earlier had to consider whether the systematic denial of a director's access to financial records constituted oppressive conduct, whether the unilateral transfer of company funds to entities solely owned by the majority shareholders amounted to unfair prejudice, whether a buyout at fair value without a minority discount was the appropriate relief, and whether contemporaneous bank statement descriptions determined the nature of payments as loans rather than operational reimbursements, applying the standards of fair dealing and fair play under section 346 of the Companies Act 2016. A procedural question was whether a counterclaim raised in affidavit in the originating summons complied with Order 28 rule 7 of the Rules of Court 2012.

On the application to record the valuation, the court, having been given no basis to review or vary the conclusion in the Valuation Report, allowed the application in the following terms: the fair value of the plaintiff's 30% shareholding in the third defendant, to be purchased by the first and second defendants jointly and severally under the order dated 14 April 2025, was valued at RM942,000; the first and second defendants were to issue a cheque in the name of the plaintiff's solicitors within fourteen days, inclusive of that valuation sum and interest at 4% per annum from 31 January 2026 until full settlement; and upon receipt the plaintiff was to deliver a duly executed transfer. The judgment illustrates the enforcement of an oppression buyout through the recording of an expert valuation.