D-26-50-2006 (Mahkamah Tinggi)

D-26-50-2006 (Mahkamah Tinggi)

PTL was granted leave to intervene because it demonstrated a direct legal and pecuniary interest likely to be affected by the orders; the High Court Orders dated 23.5.2018 directing PTL to pay dividends to non-shareholders were made in breach of section 140 of the Labuan Companies Act 1990 and are therefore void and set aside; the court has inherent jurisdiction to set aside orders made in breach of statute and res judicata/ functus officio do not bar such relief.

Citation
D-26-50-2006 (Mahkamah Tinggi)
Parties
Petitioner: George Pathmanathan A/L Michael Gandhi Nathan; 1st Respondent: Portcullis International Ltd; 2nd Respondent: Chong Kok Kong; 3rd Respondent: Portcullis Holdings (Malaysia) Sdn Bhd; Proposed Intervener: Portcullis Trust (Labuan) Ltd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
2 February 2023
Case Number
D-26-50-2006 (Mahkamah Tinggi)
Procedural Posture
Minority Oppression Petition Under Companies Act; Originating Summons / Post Judgment Application for Leave to Intervene and to Set Aside High Court Orders (interlocutory Application After Final Orders)
Outcome
Application allowed in part: leave to intervene granted to Portcullis Trust (Labuan) Ltd; High Court Orders dated 23.5.2018 set aside (insofar as they direct PTL to pay dividends to non-shareholders); costs awarded to intervener subject to allocator.
Legal Topics
Minority Oppression, Intervention as of Right, Setting Aside Judicial Orders, Dividends and Corporate Distribution, Jurisdiction, Res Judicata/issue Estoppel
Source Language
Malay/English
Company Law Civil Procedure Statutory Interpretation Minority Oppression Intervention as of Right Setting Aside Judicial Orders Dividends and Corporate Distribution Jurisdiction +1 more

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Parties

George Pathmanathan A/L Michael Gandhi Nathan

Petitioner

Portcullis International Ltd

1st Respondent

Chong Kok Kong

2nd Respondent

Portcullis Holdings (Malaysia) Sdn Bhd

3rd Respondent

Portcullis Trust (Labuan) Ltd

Proposed Intervener

Procedural Posture

Minority Oppression Petition Under Companies Act; Originating Summons / Post Judgment Application for Leave to Intervene and to Set Aside High Court Orders (interlocutory Application After Final Orders)

Legal Issues

  1. 1 Whether Portcullis Trust (Labuan) Ltd (PTL) is entitled to intervene under O 15 r 6(2)(b) Rules of Court 2012
  2. 2 Whether the High Court has power to set aside its earlier orders made on 23.5.2018
  3. 3 Whether the High Court Orders directed PTL to pay dividends to non-shareholders in breach of s.140 LCA 1990 and thereby illegal

Ratio Decidendi

PTL was granted leave to intervene because it demonstrated a direct legal and pecuniary interest likely to be affected by the orders; the High Court Orders dated 23.5.2018 directing PTL to pay dividends to non-shareholders were made in breach of section 140 of the Labuan Companies Act 1990 and are therefore void and set aside; the court has inherent jurisdiction to set aside orders made in breach of statute and res judicata/ functus officio do not bar such relief.

Court Disposition

Application allowed in part: leave to intervene granted to Portcullis Trust (Labuan) Ltd; High Court Orders dated 23.5.2018 set aside (insofar as they direct PTL to pay dividends to non-shareholders); costs awarded to intervener subject to allocator.

Orders

  • Leave granted for Portcullis Trust (Labuan) Ltd to intervene in these proceedings (prayer 2 of Enclosure 273)
  • High Court Orders dated 23.5.2018 are set aside insofar as they direct PTL to pay dividends to the 1st and/or 2nd Respondent (prayer 3 of Enclosure 273)