Malaysia Case Law: Decisions & Judgments

Topic

Section 314 companies act 2016

Legal area

Court

10 Jan 2025

GOLDEN CRESCENT SDN BHD 1. ) PDC ASSOCIATES SDN BHD 2. ) PELABUHAN BAGAN DATOH SDN BHD

Citation

WA-24NCC-417-08/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-417-08/2024 (Mahkamah Tinggi)

The unregistered shareholders' agreement cannot override the articles because it was not incorporated or notified as required by s36(3); notices were validly served in accordance with the articles and any technical defect (including auditor notice) can be cured under s582; deliberate, repeated non-attendance established impracticability under s314 and justified exercise of the court's power to order a single-member quorum and ancillary directions to enable an EGM to proceed.
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.
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.
13 Jan 2020

Lee Yee Wuen 1. Kein Yiap Tradings Sdn Bhd 2. Lee Kai Wuen

Citation

JA-24NCC-26-09/2019 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-26-09/2019 (Mahkamah Tinggi)

The 2nd originating summons was not an abuse of process because it relied on a distinct statutory basis (section 314 CA 2016) rather than the earlier requisition route; deliberate and unjustified non-attendance by the defendant made it impracticable to hold an EGM and justified the court exercising its section 314 power to order an EGM (including deeming a quorum) to uphold majority shareholders' statutory rights and proper corporate governance.

Malaysia Case Law

GOLDEN CRESCENT SDN BHD 1. ) PDC ASSOCIATES SDN BHD 2. ) PELABUHAN BAGAN DATOH SDN BHD

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

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

Lee Yee Wuen 1. Kein Yiap Tradings Sdn Bhd 2. Lee Kai Wuen