Malaysia Case Law: Decisions & Judgments | LexChat

Topic

Deemed retirement

Legal area

Court

14 Mar 2025

Dato' Sri Andrew Kam Tai Yeow 1. ) Grandfoods Sdn Bhd 2. ) Granny's Kitchen Sdn Bhd

Citation

W-02(NCC)(A)-602-04/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-602-04/2022 (Mahkamah Rayuan)

Retirement by rotation under the articles and CA 2016 takes effect at the conclusion of a general meeting and is inseparable from the retiring director's entitlement to offer himself for re‑election; absent an AGM the director cannot be validly deemed to have retired or to have vacated office. The High Court's declarations deeming retirement upon expiry of the AGM period were erroneous; appeals allowed and those declarations set aside.
14 Mar 2025

Dato' Sri Andrew Kam Tai Yeow Lead Enterprises Sdn Bhd

Citation

W-02(NCC)(A)-604-04/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-604-04/2022 (Mahkamah Rayuan)

Retirement by rotation prescribed in the articles takes effect only at the conclusion of a general meeting and cannot be deemed to have occurred merely by the expiry of the period within which an AGM ought to have been held; consequently a director was not validly vacated where no AGM was convened and statutory/member remedies to convene or extend meetings were available. High Court declarations of deemed retirement were set aside.