Malaysia Case Law: Decisions & Judgments

Topic

Removal of director

Legal area

Court

10 Feb 2026

Soh Phei Ching 1. ) WM Wellmax Marketing Sdn Bhd 2. ) Heng Hua Kian 3. ) Heng Seng Soo

Citation

PA-24NCC-21-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCC-21-05/2025 (Mahkamah Tinggi)

The application is dismissed because a consent judgment operates as a contract and cannot be varied unilaterally; the Defendants failed to show any vitiating factor (fraud, misrepresentation, mistake or duress), sought a substantive amendment beyond clarification (removal of the Plaintiff as director), and attempted to rely on a liberty-to-apply clause improperly while being in breach of the consent order, therefore the Court will not disturb the Consent Judgment.
21 Jan 2026

Lau King Yew 1. ) Tan Yuh Pei 2. ) KOH KEAN MUM 3. ) ONETECH SOLUTIONS HOLDINGS BERHAD

Citation

WA-24NCC-289-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-289-05/2025 (Mahkamah Tinggi)

Plaintiff failed to establish an enforceable legitimate expectation or quasi-partnership that survived the 2019 restructuring and listing; his removal was carried out pursuant to the constitution and by vote of (sophisticated) shareholders; alleged mismanagement and enrichment claims amounted, if at all, to losses of the company (reflective loss) and not a distinct personal loss recoverable under s346; accordingly there was no oppressive conduct and the petition is dismissed with costs.
21 Jan 2026

Lau King Yew 1. ) Tan Yuh Pei 2. ) KOH KEAN MUM 3. ) ONETECH SOLUTIONS HOLDINGS BERHAD

Citation

WA-24NCC-289-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-289-05/2025 (Mahkamah Tinggi)

The plaintiff failed to prove a surviving understanding or quasi-partnership binding after the 2019 restructuring and LEAP listing; his removal was effected in accordance with the constitution and voted by sophisticated shareholders; the alleged losses are reflective of company loss and, if arising from breach of duty, must be pursued by a derivative action under s347; accordingly there was no unfairly prejudicial conduct under s346 and the petition is dismissed.
29 Nov 2024

JAGADESH A/L MUNUSAMY 1. ) SM AVICNESVARAN A/L SUBRAMANIAM 2. ) PHOENIX PROSPECTS SDN BHD

Citation

BA-24NCC-90-08/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-90-08/2024 (Mahkamah Tinggi)

The court found the applicant proved impracticability: the minority director deliberately frustrated quorum by refusing to attend properly served EGMs, creating a deadlock that prevented the company from functioning and compounded by frozen bank accounts; accordingly the court exercised its discretion under s.314 to order a court‑convened EGM within 14 days, deem one member present in person or by proxy to be a quorum, and awarded costs of RM5000 jointly against the defendants.
11 Nov 2024

JAMES KHONG POH WAH 1. ) YEE YOKE KEEN 2. ) THAM KWOK SANG 3. ) SOLIDUZ RESOURCES SDN BHD 4. ) HYDROGEN TECH SDN BHD 5. ) GALAXY FCT SDN BHD

Citation

WA-24NCC-522-09/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-522-09/2023 (Mahkamah Tinggi)

The requisitioned EGM was invalid because the matter (removal of the plaintiff) was moved at a board meeting under 'Any Other Matters' without prior notice contrary to the company's constitution adopting the Third Schedule, the 1st defendant could not validly invoke s.313 as there was no prior valid requisition under s.311 and no failure by directors under s.312, and the statutory special notice requirement under s.322(1) for removal of a director (28 days) was not complied with; the Collaboration Agreement's restraint on taking Reserved Matters without both parties' prior written consent is…
26 Sept 2024

ELIN HONG PEI SHANG 1. ) TBH WELLNESS SDN. BHD. 2. ) TBH WELLNESS (ECO SANCTUARY) SDN. BHD.

Citation

WA-24NCC-424-09/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-424-09/2024 (Mahkamah Tinggi)

The court found the plaintiff proved impracticability because the 1st Defendant deliberately frustrated validly requisitioned EGMs by refusing to attend, and the prior refusal of an ad interim injunction indicated the balance of convenience favored proceeding; the Licensing Agreement had been terminated and the EGM notices complied with statutory requirements, therefore the court exercised its discretion to grant the s.314 relief and ordered the proposed EGM to be convened and conducted as directed by the court.
14 Mar 2024

HUNG CHUN SDN. BHD. 1. ) MAHKAMAH PERUSAHAAN MALAYSIA 2. ) YEE CHOON YEW

Citation

AA-25-2-01/2023 (Mahkamah Tinggi)
Court

High Court
Case number

AA-25-2-01/2023 (Mahkamah Tinggi)

The High Court held that the Industrial Court acted within jurisdiction and adhered to the Rectified Consent Award; by agreeing to the Consent Award the Company accepted an employer-employee relationship; the reappointment ordered by the Industrial Court could not be treated as a mere filling of a casual vacancy under Article 69 to defeat the Award; accordingly the judicial review application was dismissed and the 2nd Respondent was to be restored and outstanding sums assessed.
25 Oct 2023

LOW EAN NEE SNE MARKETING SDN BHD

Citation

W-02(NCC)(A)-1925-10/2021 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-1925-10/2021 (Mahkamah Rayuan)

The Court of Appeal held that the High Court erred in denying inspection on the merits because a director's right to inspect under s.245 is prima facie absolute and cannot be refused merely because the director is passive or hostile; however, because the appellant ceased to be a director by a directors' resolution after the High Court decision, she can no longer rely on s.245 or the Haw Par line of authority precluding ex-directors from invoking that statutory right, and therefore the appeal is dismissed without costs and High Court costs are set aside.
29 Nov 2022

DATO' CHANG JONG YU 1. ) DATO' SERI YONG TU SANG 2. ) Yong Hin Siong [ Notis Pemberhentian Di Kandungan 37] 3. ) Yong Eva 4. ) KUALA IBAI DEVELOPMENT SDN BHD PENCELAH DR. LAI CHEE CHUEN (JIM)

Citation

WA-24NCC-44-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-44-01/2022 (Mahkamah Tinggi)

The court found that the unilateral removal of company books, the passing of resolutions in breach of the shareholders' agreement in a quasi‑partnership context, and procuring JDAs that diverted subsidiary assets to companies related to the 1st defendant amounted to oppressive conduct under section 346 Companies Act 2016; accordingly the originating summons was allowed and an independent valuer was to be appointed to determine fair value of the plaintiff's shares and to audit the plaintiff's advances.
12 Jul 2022

Kanesin A/l S.v. S. Sappaniapply 1. ) VYTHILINGAM A/L SAPPANI 2. ) PERUMAL SUNDERAN A/L VYTHILINGAM 3. ) PONNAMAL ESTATE SDN BHD

Citation

BA-22NCC-81-10/2018 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCC-81-10/2018 (Mahkamah Tinggi)

The court found the Plaintiff failed to establish a fiduciary duty owed by the 1st and 2nd Defendants and that repayment obligations under the BIC rested on the Estate of Ponnamal; the appointments of the company secretaries were valid as the directors' resolution was properly signed; the Plaintiff's removal as director was invalid because the Defendants failed to prove the special notice was received; consequently the court granted declarations setting aside the removal and reinstated the Plaintiff and dismissed the Defendants' counterclaim.