Malaysia Case Law: Decisions & Judgments

Topic

Appointment of directors

Legal area

Court

18 Sept 2023

PEMPETISYEN 1. ) SHANMUGANANTHAN A/L RATNAM 2. ) SAYSU A/L S. MICHAEL 3. ) ANTON ALEX SCHUBERT 1. ) JT AEROTECH SOLUTIONS SDN BHD 2. ) GUNASEKAR A/L MARIAPPAN 3. ) PHILIP PHANG KIN MING

Citation

WA-28NCC-376-04/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-376-04/2023 (Mahkamah Tinggi)

The Court granted an interim injunction (prayer (c) of Encl 8) restraining implementation of the EGM resolutions because there were serious questions to be tried that the Respondents’ actions were an attempt to gain control of the Board in circumvention of an existing injunction and agreed board structure, the balance of convenience favored maintaining the status quo to protect the Company’s interests in the joint venture, and damages would be an inadequate remedy.
23 Aug 2023

MAH YUEN SHI 1. ) WONG KOON HUNG 2. ) WONG KIEN CHOONG 3. ) MAK CHOOI PENG 4. ) MASERA REALTY SDN BHD

Citation

WA-24NCC-831-08/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-831-08/2022 (Mahkamah Tinggi)

Members' Written Resolution dated 20.7.2022 was invalid to appoint an additional director because Article 67 required appointment by ordinary resolution passed at a general meeting and s302(2)(a) renders a written resolution ineffective where inconsistent with the constitution; appointment of the company secretary by members' written resolution was invalid because Articles and s236 vest that power in the board. The 1st Defendant's conduct in effecting those appointments and withholding company information amounted to oppressive conduct under s346 CA 2016; consequent reliefs including setting…
5 Aug 2022

Loh Teck Wah 1. ) Liew Chia Soon 2. ) Fintree Capital Sdn Bhd 3. ) PNL Business Services Sdn Bhd 4. ) Lim Pang Kiam 5. ) Yap Chee Kheng

Citation

WA-24NCC-611-04/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-611-04/2022 (Mahkamah Tinggi)

Plaintiff failed to prove a trust over Liew's shares because there was no clear, documentary or unequivocal evidence of intention and the plaintiff's prior assertions in JM 1 that he was a creditor amounted to judicial estoppel; the allotment of shares to PNLBS and appointment of directors were valid acts by Liew as sole director and shareholder; granting the relief sought would place Loh in conflict with duties under Companies Act s218 and offend public policy under the Patel framework, therefore both originating summonses must be dismissed.
27 May 2022

LAMBANG PERTAMA SDN BHD (DALAM LIKUIDASI) IDRIS HYDRAULIC (MALAYSIA) BHD

Citation

BA-24NCC-9-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-9-01/2022 (Mahkamah Tinggi)

Where a sole shareholder validly requisitions and convenes a general meeting and an ordinary resolution is properly passed under s202(2) Companies Act 2016 and Article 97 of the Articles, the company is bound to recognize and give effect to the appointment; the liquidator acting for the sole shareholder was entitled to exercise the shareholder's rights to requisition and appoint an additional director and the appointment was not ultra vires or contrary to the company's best interests in the circumstances.
28 Sept 2021

Dato’ K Ganesan for the 1st Respondent and mentioning on behalf of the 2nd and 3rd Respondents [Messrs Ganesan & Irmohizam] LAIN-LAIN Tay Yi Kuan for the Petitioners [Messrs Roshan]

Citation

COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-1359-12/2019 (Mahkamah Tinggi)
Court

WINDING-UP
Case number

COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-1359-12/2019 (Mahkamah Tinggi)

On the balance of probabilities the Court found a quasi-partnership-like relationship and a loss of mutual trust and confidence caused by the 2nd Respondent's conduct (appointments, transfers, withdrawals, misuse of resources, lack of probity); these facts satisfied the just and equitable standard under s.465(1)(h) Companies Act 2016 and warranted winding up of Brand Speaks Sdn Bhd.
15 Sept 2020

Lee Yee Wuen 1. ) Lee Kai Wuen 2. ) Low Nang Hiang 3. ) Kien Yiap Trading Sdn Bhd

Citation

JA-24NCC-6-02/2019 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-6-02/2019 (Mahkamah Tinggi)

The court found the plaintiff had a good arguable case on misappropriation, improper appointment of a director and breach of duty in preventing an EGM; assets were within jurisdiction and, given the circumstances pointing to lack of probity, a real risk of dissipation could be presumed; accordingly a Mareva injunction was warranted and the application was allowed.

Malaysia Case Law

PEMPETISYEN 1. ) SHANMUGANANTHAN A/L RATNAM 2. ) SAYSU A/L S. MICHAEL 3. ) ANTON ALEX SCHUBERT 1. ) JT AEROTECH SOLUTIONS SDN BHD 2. ) GUNASEKAR A/L MARIAPPAN 3. ) PHILIP PHANG KIN MING

MAH YUEN SHI 1. ) WONG KOON HUNG 2. ) WONG KIEN CHOONG 3. ) MAK CHOOI PENG 4. ) MASERA REALTY SDN BHD

Loh Teck Wah 1. ) Liew Chia Soon 2. ) Fintree Capital Sdn Bhd 3. ) PNL Business Services Sdn Bhd 4. ) Lim Pang Kiam 5. ) Yap Chee Kheng

LAMBANG PERTAMA SDN BHD (DALAM LIKUIDASI) IDRIS HYDRAULIC (MALAYSIA) BHD

Dato’ K Ganesan for the 1st Respondent and mentioning on behalf of the 2nd and 3rd Respondents [Messrs Ganesan & Irmohizam] LAIN-LAIN Tay Yi Kuan for the Petitioners [Messrs Roshan]

Lee Yee Wuen 1. ) Lee Kai Wuen 2. ) Low Nang Hiang 3. ) Kien Yiap Trading Sdn Bhd