in the court of appeal malaysia (appellate jurisdiction)

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
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