WONG CHENG HOUNG 1. ) HOE POH LIN 2. ) VALUE PLUS INDUSTRIES SDN BHD

WONG CHENG HOUNG 1. ) HOE POH LIN 2. ) VALUE PLUS INDUSTRIES SDN BHD

Section 348(2) of the Companies Act 2016 requires thirty days' written notice as a mandatory condition precedent; failure to comply (3 days' notice) rendered the leave application and resulting order irregular and voidable. Where serious allegations are made against a director that director must be given opportunity to be named and heard. The High Court erred in law and fact; appeal allowed and previous decision set aside.

Citation
B-02(NCC)(A)-214-02/2023 (Mahkamah Rayuan)
Parties
Appellant: Wong Cheng Houng; First Respondent: Hoe Poh Lin; Second Respondent: Value Plus Industries Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
10 May 2024
Case Number
B-02(NCC)(A)-214-02/2023 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal Under Companies Act (derivative Action / Leave to Defend) / Court of Appeal Judgment (appeal From Shah Alam High Court)
Outcome
Appeal allowed; High Court decision dated 16.1.2023 set aside.
Legal Topics
Derivative Action, Leave to Sue on Behalf of Company, Statutory Notice Under S.348 Companies Act 2016, Natural Justice (right to Be Heard), Winding Up
Source Language
Malay/English
Company Law Civil Procedure Administrative Law Derivative Action Leave to Sue on Behalf of Company Statutory Notice Under S.348 Companies Act 2016 Natural Justice (right to Be Heard) Winding Up

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 11 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Wong Cheng Houng

Appellant

Hoe Poh Lin

First Respondent

Value Plus Industries Sdn Bhd

Second Respondent

Procedural Posture

Civil Appeal Under Companies Act (derivative Action / Leave to Defend) / Court of Appeal Judgment (appeal From Shah Alam High Court)

Legal Issues

  1. 1 Whether 30 days' notice under s.348(2) Companies Act 2016 is mandatory
  2. 2 Whether the director (Appellant) should have been named as party in the leave application
  3. 3 Whether the Appellant was denied natural justice (right to be heard)

Ratio Decidendi

Section 348(2) of the Companies Act 2016 requires thirty days' written notice as a mandatory condition precedent; failure to comply (3 days' notice) rendered the leave application and resulting order irregular and voidable. Where serious allegations are made against a director that director must be given opportunity to be named and heard. The High Court erred in law and fact; appeal allowed and previous decision set aside.

Court Disposition

Appeal allowed; High Court decision dated 16.1.2023 set aside.

Orders

  • Allow appeal and set aside the High Court decision dated 16 January 2023
  • Order that the 1st Respondent pay the Appellant RM20000.00 as costs subject to allocator