ADVANCE INFORMATION MARKETING BERHAD [REG. NO.: 200401006266 (644769-D) 1. MAK SIEW WEI (NRIC NO.: 750130-08-6707) 2. SANSTON FINANCIAL GROUP LIMIT

ADVANCE INFORMATION MARKETING BERHAD [REG. NO.: 200401006266 (644769-D) 1. MAK SIEW WEI (NRIC NO.: 750130-08-6707) 2. SANSTON FINANCIAL GROUP LIMIT

The court refused to grant the interlocutory injunction because the company failed to establish that MSW acted mala fide or abused the court process in a manner that would justify restraining his statutory right under s310; the prior proceedings were distinct and did not preclude convening an EGM; allegations of...

Source-derived case information.

Citation
WA-22NCC-415-09/2021 (Mahkamah Tinggi)
Parties
Plaintiff in Suit No. WA 22 NCC 415 09/2021; Defendant in OS No. WA 24 NCC 396 09/2021: Advance Information Marketing Berhad; Defendant in Suit No. WA 22 NCC 415 09/2021; Plaintiff in OS No. WA 24 NCC 396 09/2021: Mak Siew Wei; 2nd Defendant in Suit No. WA 22 NCC 415 09/2021: Sanston Financial Group Limited; 2nd Defendant in OS No. WA 24 NCC 396 09/2021; Share Registrar: Boardroom.com Sdn. Bhd.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
1 October 2021
Case Number
WA-22NCC-415-09/2021 (Mahkamah Tinggi)
Procedural Posture
Commercial Division Company Law and Shareholder Dispute / Interlocutory Applications Heard Together (injunction Application and Originating Summons for Record of Depositors)
Outcome
Enclosure 3 in Suit No. WA-22NCC-415-09/2021 dismissed with costs; Enclosure 1 in OS No. WA-24NCC-396-09/2021 allowed in part (prayers 1,2 and 3 allowed with amendment to timing).
Legal Topics
Section 310 Companies Act 2016 Requisition of General Meeting, Interlocutory Injunction Restraining EGM, Access to Record of Depositors (rod), Abuse of Process and Bona Fides of Shareholder, Minority Oppression and Director Removal, Take‑over Rules and Acting in Concert
Company Law Securities Regulation Commercial Litigation Capital Markets Section 310 Companies Act 2016 Requisition of General Meeting Interlocutory Injunction Restraining EGM Access to Record of Depositors (rod) Abuse of Process and Bona Fides of Shareholder +2 more

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Parties

Advance Information Marketing Berhad

Plaintiff in Suit No. WA 22 NCC 415 09/2021; Defendant in OS No. WA 24 NCC 396 09/2021

Mak Siew Wei

Defendant in Suit No. WA 22 NCC 415 09/2021; Plaintiff in OS No. WA 24 NCC 396 09/2021

Sanston Financial Group Limited

2nd Defendant in Suit No. WA 22 NCC 415 09/2021

Boardroom.com Sdn. Bhd.

2nd Defendant in OS No. WA 24 NCC 396 09/2021; Share Registrar

Procedural Posture

Commercial Division Company Law and Shareholder Dispute / Interlocutory Applications Heard Together (injunction Application and Originating Summons for Record of Depositors)

Legal Issues

  1. 1 Whether the court should grant an interlocutory injunction restraining a shareholder from convening an EGM under s310 Companies Act 2016
  2. 2 Whether the shareholder acted mala fide or abused court process such that his statutory right should be restrained
  3. 3 Whether prior proceedings or proposed private placement preclude exercise of s310 rights

Ratio Decidendi

The court refused to grant the interlocutory injunction because the company failed to establish that MSW acted mala fide or abused the court process in a manner that would justify restraining his statutory right under s310; the prior proceedings were distinct and did not preclude convening an EGM; allegations of share manipulation and decade‑old misconduct were unsupported or irrelevant; balance of convenience favoured preserving the shareholder's proprietary right; accordingly Enclosure 3 was dismissed and Enclosure 1 was allowed with limited amendment to timing.

Court Disposition

Enclosure 3 in Suit No. WA-22NCC-415-09/2021 dismissed with costs; Enclosure 1 in OS No. WA-24NCC-396-09/2021 allowed in part (prayers 1,2 and 3 allowed with amendment to timing).

Orders

  • Enclosure 3 in Suit No. WA-22NCC-415-09/2021 dismissed with costs to the respondent (MSW).
  • Enclosure 1 in OS No. WA-24NCC-396-09/2021 allowed as prayed for prayers 1 and 2 and prayer 3 allowed subject to amendment: time for compliance revised to 12 noon on 2 October 2021.