Far Origin Sdn Bhd Suki Mee

Far Origin Sdn Bhd Suki Mee

The Court held that, viewed in context, the removal of the appellant followed by appointments of majority's family members and the unilateral payment of substantial director salaries from a loss-making company amounted to conduct by the directors in their own interest and unfair and unjust to the appellant as member...

Source-derived case information.

Citation
A-02(NCC)(A)-963-05/2019 (Mahkamah Rayuan)
Parties
Appellant: Suki Mee; Respondent: Far Origin Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
22 May 2020
Case Number
A-02(NCC)(A)-963-05/2019 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (winding Up) / Court of Appeal Judgment (appeal Allowed)
Outcome
Appeal allowed; High Court decision dismissed; Respondent ordered to be wound up; Official Receiver appointed liquidator; costs awarded to appellant.
Legal Topics
Winding Up Under Section 465(1)(f) Companies Act 2016, Directors' Fiduciary Duties, Unfairly Prejudicial Conduct / Oppression, Share Dilution and Rights Issues, Director Remuneration and Related Party Appointments
Company Law Insolvency / Winding Up Civil Procedure Winding Up Under Section 465(1)(f) Companies Act 2016 Directors' Fiduciary Duties Unfairly Prejudicial Conduct / Oppression Share Dilution and Rights Issues Director Remuneration and Related Party Appointments

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Parties

Suki Mee

Appellant

Far Origin Sdn Bhd

Respondent

Procedural Posture

Civil Appeal (winding Up) / Court of Appeal Judgment (appeal Allowed)

Legal Issues

  1. 1 Whether directors acted in their own interest rather than in the interests of members as a whole or in a manner unfair or unjust to a member under s465(1)(f) Companies Act 2016
  2. 2 Whether the removal of the appellant as director and subsequent appointments and payments were lawful and insulated from challenge
  3. 3 Whether prior dismissed petitions estopped the present petition

Ratio Decidendi

The Court held that, viewed in context, the removal of the appellant followed by appointments of majority's family members and the unilateral payment of substantial director salaries from a loss-making company amounted to conduct by the directors in their own interest and unfair and unjust to the appellant as member under s465(1)(f); the discretionary remedy of winding up was therefore properly exercised and the company ordered to be wound up with Official Receiver appointed liquidator.

Court Disposition

Appeal allowed; High Court decision dismissed; Respondent ordered to be wound up; Official Receiver appointed liquidator; costs awarded to appellant.

Orders

  • Allow the appeal
  • Set aside the High Court dismissal of the winding up petition