NG KAE JENG 1. ) INVENPRO (M) SDN BHD 2. ) LIANG KIEN HUI 3. ) KAMARUL BAHRIN BIN ABDULLAH PENCELAH Suruhanjaya Syarikat Malaysia (SSM)

NG KAE JENG 1. ) INVENPRO (M) SDN BHD 2. ) LIANG KIEN HUI 3. ) KAMARUL BAHRIN BIN ABDULLAH PENCELAH Suruhanjaya Syarikat Malaysia (SSM)

The purported removal of the Plaintiff was procedurally invalid for failure to comply with mandatory provisions of ss206 and 322 CA 2016 (no special notice, no convened meeting, no resolution); the Third Defendant's appointment as company secretary was invalid for lack of board approval contrary to s236 CA 2016;...

Source-derived case information.

Citation
WA-24NCC-337-07/2024 (Mahkamah Tinggi)
Parties
Plaintiff: NG KAE JENG; First Defendant (company): INVENPRO (M) SDN. BHD.; Second Defendant: LIANG KIEN HUI; Third Defendant: KAMARUL BAHRIN BIN ABDULLAH; Intervener: COMPANIES COMMISSION OF MALAYSIA
Court
High Court
Jurisdiction
Malaysia
Judgment Date
7 March 2025
Case Number
WA-24NCC-337-07/2024 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (company/commercial Dispute Involving Oppression and Register Rectification) / Judgment
Outcome
Application allowed in part: declarations granted, orders made to reinstate Plaintiff and set aside impugned appointments and changes; court declined to order CCM to investigate or prosecute.
Legal Topics
Director Removal, Company Secretary Appointment, Oppression Under S346 CA 2016, Rectification of Register Under S602 CA 2016, Regulatory Role of Companies Commission of Malaysia
Company Law Administrative Law Civil Procedure Director Removal Company Secretary Appointment Oppression Under S346 CA 2016 Rectification of Register Under S602 CA 2016 Regulatory Role of Companies Commission of Malaysia

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Parties

NG KAE JENG

Plaintiff

INVENPRO (M) SDN. BHD.

First Defendant (company)

LIANG KIEN HUI

Second Defendant

KAMARUL BAHRIN BIN ABDULLAH

Third Defendant

COMPANIES COMMISSION OF MALAYSIA

Intervener

Procedural Posture

Originating Summons (company/commercial Dispute Involving Oppression and Register Rectification) / Judgment

Legal Issues

  1. 1 Whether the Plaintiff's removal as director on 10.7.2024 was valid under Sections 206 and 322 CA 2016
  2. 2 Whether the appointment of the Third Defendant as company secretary complied with Section 236 CA 2016
  3. 3 Whether the Plaintiff was required to exhaust the remedy under Section 602 CA 2016 before seeking relief under Section 346 CA 2016

Ratio Decidendi

The purported removal of the Plaintiff was procedurally invalid for failure to comply with mandatory provisions of ss206 and 322 CA 2016 (no special notice, no convened meeting, no resolution); the Third Defendant's appointment as company secretary was invalid for lack of board approval contrary to s236 CA 2016; Section 602 is not an exclusive remedy and need not be exhausted before relief under s346; the cumulative conduct amounted to oppression under s346 and warranted declarations and orders including reinstatement and ancillary reliefs, while directing CCM to investigate was declined as an executive function of CCM.

Court Disposition

Application allowed in part: declarations granted, orders made to reinstate Plaintiff and set aside impugned appointments and changes; court declined to order CCM to investigate or prosecute.

Orders

  • Declaration that the Plaintiff remains as a director of the First Defendant
  • Declaration that the removal of the Plaintiff as director of the First Defendant on 10.7.2024 is null and void