AURELIA JOIE THAI MAXTER GLOVE MANUFACTURING SDN. BHD.

AURELIA JOIE THAI MAXTER GLOVE MANUFACTURING SDN. BHD.

The plaintiff failed to discharge the burden under s348(4) CA 2016: she did not establish good faith nor that granting leave is prima facie in the best interest of the company; the acquisition was approved by the sole shareholder (SCB), was commercially justified, no demonstrable loss or improper accounting was shown, and the application appeared motivated by personal disputes; therefore leave is refused and the application is dismissed.

Citation
WA-24NCC-315-06/2023 (Mahkamah Tinggi)
Parties
Plaintiff (director Bringing Derivative Action): Aurelia Joie Thai; 1st Defendant (company): Maxter Glove Manufacturing Sdn. Bhd.; 2nd Defendant (director): Thai Kim Sim
Court
High Court
Jurisdiction
Malaysia
Judgment Date
22 May 2025
Case Number
WA-24NCC-315-06/2023 (Mahkamah Tinggi)
Procedural Posture
Derivative Action Under Companies Act 2016 / Application for Leave to Commence Derivative Action (dismissed)
Outcome
Application dismissed
Legal Topics
Derivative Action, Directors' Duties, Sole Shareholder Authority, Corporate Veil, Accounting Disclosure, Good Faith Requirement, Leave to Sue
Source Language
Malay/English
Company Law Corporate Governance Commercial Law Civil Procedure Derivative Action Directors' Duties Sole Shareholder Authority Corporate Veil +3 more

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Parties

Aurelia Joie Thai

Plaintiff (director Bringing Derivative Action)

Maxter Glove Manufacturing Sdn. Bhd.

1st Defendant (company)

Thai Kim Sim

2nd Defendant (director)

Procedural Posture

Derivative Action Under Companies Act 2016 / Application for Leave to Commence Derivative Action (dismissed)

Legal Issues

  1. 1 Whether statutory requirements under Section 348(4) CA 2016 are satisfied
  2. 2 Whether the plaintiff is acting in good faith
  3. 3 Whether granting leave is prima facie in the best interest of the company

Ratio Decidendi

The plaintiff failed to discharge the burden under s348(4) CA 2016: she did not establish good faith nor that granting leave is prima facie in the best interest of the company; the acquisition was approved by the sole shareholder (SCB), was commercially justified, no demonstrable loss or improper accounting was shown, and the application appeared motivated by personal disputes; therefore leave is refused and the application is dismissed.

Court Disposition

Application dismissed

Orders

  • Application dismissed
  • Costs of RM15000 awarded to the Defendants