Abdul Malek Faisal bin Mohd Hyffny 1. ) Shaikh Markhzan Jalani 2. ) Syed Zainal Abidin bin Syed Mohamed Tahir 3. ) Minsyam Sdn Bhd

Abdul Malek Faisal bin Mohd Hyffny 1. ) Shaikh Markhzan Jalani 2. ) Syed Zainal Abidin bin Syed Mohamed Tahir 3. ) Minsyam Sdn Bhd

The EGM convened and concluded before the mandatory 15‑minute waiting period deprived the appellant, the chairman and director, of his contractual and statutory rights to attend, to chair and to be heard; that procedural breach was capable of causing substantial injustice and the court refused to exercise the curative power in s.582 CA 2016. The resolution removing the appellant is therefore invalid and null and void.

Citation
B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)
Parties
Appellant / Plaintiff: Abdul Malek Faisal bin Mohd Hyffny; 1st Respondent / Defendant: Shaikh Markhzan Jalani; 2nd Respondent / Defendant: Syed Zainal Abidin bin Syed Mohamed Tahir; 3rd Respondent / Defendant (company): Minsyam Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
5 July 2022
Case Number
B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (company Law) / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal allowed; High Court order set aside; resolution of 9 March 2020 declared invalid
Legal Topics
Extraordinary General Meeting, Removal of Director, Articles of Association, Proxies, Statutory Waiting Period (s.329 CA 2016), Curative Power for Irregularities (s.582 CA 2016), Natural Justice, Casting Vote
Source Language
Malay/English
Company Law Civil Procedure Corporate Governance Extraordinary General Meeting Removal of Director Articles of Association Proxies Statutory Waiting Period (s.329 CA 2016) +3 more

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Parties

Abdul Malek Faisal bin Mohd Hyffny

Appellant / Plaintiff

Shaikh Markhzan Jalani

1st Respondent / Defendant

Syed Zainal Abidin bin Syed Mohamed Tahir

2nd Respondent / Defendant

Minsyam Sdn Bhd

3rd Respondent / Defendant (company)

Procedural Posture

Civil Appeal (company Law) / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether an EGM convened at 10:35am in breach of a 15‑minute waiting provision was valid
  2. 2 Whether the resolution removing the chairman/director was valid
  3. 3 Whether the procedural breach was curable under s.582 CA 2016

Ratio Decidendi

The EGM convened and concluded before the mandatory 15‑minute waiting period deprived the appellant, the chairman and director, of his contractual and statutory rights to attend, to chair and to be heard; that procedural breach was capable of causing substantial injustice and the court refused to exercise the curative power in s.582 CA 2016. The resolution removing the appellant is therefore invalid and null and void.

Court Disposition

Appeal allowed; High Court order set aside; resolution of 9 March 2020 declared invalid

Orders

  • Declaration that the resolution passed at the EGM on 9 March 2020 removing the appellant as director is invalid and null and void
  • Declaration that the appellant remains a director of Minsyam Sdn Bhd