JARDIN PHARMA BERHAD 1. ) SME BANK BHD 2. ) SMEB ASSET MANAGEMENT SDN BHD 3. ) XORIX SDN BHD (Dalam Penerimaan) 4. ) AZMY BIN A HAMID 5. ) ABDUL HALIM BIN MOHAMAD 6. ) RINOL AZHAR BIN RIDZUAN 7. ) SYED REDZUAN BIN SYED SALIM SHATRI 8. ) KAM

JARDIN PHARMA BERHAD 1. ) SME BANK BHD 2. ) SMEB ASSET MANAGEMENT SDN BHD 3. ) XORIX SDN BHD (Dalam Penerimaan) 4. ) AZMY BIN A HAMID 5. ) ABDUL HALIM BIN MOHAMAD 6. ) RINOL AZHAR BIN RIDZUAN 7. ) SYED REDZUAN BIN SYED SALIM SHATRI 8. ) KAM

Jardin lacks standing to maintain a direct ultra vires challenge because statutory remedies (s346 or leave under s347) must be followed; Xorix's pharmaceutical activities fall within its broadly drafted objects and are not ultra vires; the 2006–2009 financing agreements remain valid and enforceable, protected by s20(1) Companies Act 1965 as preserved by s620(4) Companies Act 2016; Receivers and Managers have locus standi to defend and the interlocutory injunction is refused (no serious issue, damages adequate, balance of convenience favours secured creditors); OS and injunction dismissed with costs.

Citation
WA-24NCC-387-08/2024 (Mahkamah Tinggi)
Parties
Plaintiff: Jardin Pharma Berhad; 1st Defendant: SME Bank Bhd; 2nd Defendant: SMEB Asset Management Sdn Bhd; 3rd Defendant: Xorix Sdn Bhd (In Receivership); 4th Defendant: Azmy Bin A Hamid; 5th Defendant: Abdul Halim Bin Mohamad; 6th Defendant: Rinol Azhar Bin Ridzuan; 7th Defendant: Syed Redzuan Bin Syed Salim Shatri; 8th Defendant: Kamaruddin Bin Mat Desa
Court
High Court
Jurisdiction
Malaysia
Judgment Date
15 November 2024
Case Number
WA-24NCC-387-08/2024 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (commercial Division) / Judgment (final Determination on OS and Interlocutory Injunction)
Outcome
Originating Summons dismissed with costs; interlocutory injunction application dismissed with costs; ad interim injunction discharged.
Legal Topics
Ultra Vires, Locus Standi, Interlocutory Injunction, Section 20(1) Companies Act 1965, Section 35 Companies Act 2016, Derivative Action (section 347), Res Judicata, Receivers and Managers' Duties
Source Language
Malay/English
Company Law Corporate Capacity Contract Law Civil Procedure Injunctions Receivership and Security Enforcement Ultra Vires Locus Standi +6 more

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Parties

Jardin Pharma Berhad

Plaintiff

SME Bank Bhd

1st Defendant

SMEB Asset Management Sdn Bhd

2nd Defendant

Xorix Sdn Bhd (In Receivership)

3rd Defendant

Azmy Bin A Hamid

4th Defendant

Abdul Halim Bin Mohamad

5th Defendant

Rinol Azhar Bin Ridzuan

6th Defendant

Syed Redzuan Bin Syed Salim Shatri

7th Defendant

Kamaruddin Bin Mat Desa

8th Defendant

Procedural Posture

Originating Summons (commercial Division) / Judgment (final Determination on OS and Interlocutory Injunction)

Legal Issues

  1. 1 Whether the Receivers and Managers have locus standi to appear
  2. 2 Whether shareholder (Jardin) has standing to challenge historic ultra vires transactions
  3. 3 Whether Xorix's pharmaceutical activities were ultra vires its objects clause

Ratio Decidendi

Jardin lacks standing to maintain a direct ultra vires challenge because statutory remedies (s346 or leave under s347) must be followed; Xorix's pharmaceutical activities fall within its broadly drafted objects and are not ultra vires; the 2006–2009 financing agreements remain valid and enforceable, protected by s20(1) Companies Act 1965 as preserved by s620(4) Companies Act 2016; Receivers and Managers have locus standi to defend and the interlocutory injunction is refused (no serious issue, damages adequate, balance of convenience favours secured creditors); OS and injunction dismissed with costs.

Court Disposition

Originating Summons dismissed with costs; interlocutory injunction application dismissed with costs; ad interim injunction discharged.

Orders

  • Originating Summons WA-24NCC-387-08/2024 dismissed with costs in favour of the 1st to 3rd and other defendants
  • Notice of Application for Injunctive Relief (Enclosure 4) dismissed with costs