Malaysia Case Law: Decisions & Judgments

Topic

Dividend distribution

Legal area

Court

30 Jul 2024

YISHUN CONSTRUCTION SDN BHD 1. ) TAN SHEW KONG 2. ) CHONG SEE HEONG 3. ) CHUAH CHONG NGEE

Citation

JA-22NCvC-13-02/2024 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22NCvC-13-02/2024 (Mahkamah Tinggi)

The High Court struck out the plaintiff's claim (allowed Defendants' Lampiran 9) because the statement of claim failed to disclose a reasonable cause of action: the fraud allegation was pleaded without required particulars, the dividend distribution occurred before any binding judgment and therefore, on the pleadings, did not demonstrate an intent to defeat that later judgment, and the plaintiff did not plead or establish status as a contingent creditor under s.540. Consequently the corporate veil could not be pierced and personal liability of directors was not established; the plaintiff's Or…
30 Jul 2024

YISHUN CONSTRUCTION SDN BHD 1. ) TAN SHEW KONG 2. ) CHONG SEE HEONG 3. ) CHUAH CHONG NGEE

Citation

JA-22NCvC-13-02/2024 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22NCvC-13-02/2024 (Mahkamah Tinggi)

The court found the plaintiff's fraud allegations were bare, lacked necessary particulars and were on their face unsustainable; the October 2020 dividend distribution occurred before any judgment and therefore was not a fraudulent device to defeat a later judgment; accordingly the Statement of Claim against the directors was struck out under Order 18 r.19 with costs. The plaintiff's Order 14A application was dismissed because it failed to establish fraud or facts sufficient to pierce the corporate veil and impose personal liability under s.540(1).
2 Feb 2023

PEMPETISYEN GEORGE PATHMANATHAN A/L MICHAEL GANDHI NATHAN (NRIC NO.: 610925-10-6543) 1. ) PORTCULLIS INTERNATIONAL LTD 2. ) CHONG KOK KONG 3. ) PORTCULLIS HOLDINGS (MALAYSIA) SDN BHD PENCELAH DICADANGKAN PORTCULLIS TRUST (LABUAN) LTD

Citation

D-26-50-2006 (Mahkamah Tinggi)
Court

High Court
Case number

D-26-50-2006 (Mahkamah Tinggi)

PTL was granted leave to intervene because the High Court orders directly and adversely affected its legal and pecuniary rights by compelling payment of dividends to non‑shareholders in breach of s140 LCA 1990; the court, exercising its inherent jurisdiction, set aside the High Court Orders dated 23.5.2018 as void for contravening statute and inconsistent with earlier appellate and consent orders; doctrines of res judicata, functus officio and alter ego did not bar relief on the facts.
20 Oct 2022

Kelly Khoo Seo Ju for the Applicant [Messrs Malis & Khoo] Ahmad Ezmeel bin Ahmad Tarmizi for Wong Weng Foo the Liquidator (for Kilang Papan Wakaf Tapai Sdn Bhd) (In Creditors’ Voluntary Liquidation) [Messrs Ezmeel & Co.] PENCELAH Lau Kee Se

Citation

WA-28PW-224-05/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28PW-224-05/2022 (Mahkamah Tinggi)

The court held that the consent/compromise order admitted the applicant's RM1,425,000 claim and that the earlier lodged proof of debt, being part of the material before the court, sufficed; the joint liquidator's insistence on a fresh proof of debt was untenable and barred by the consent order and res judicata, and the liquidators were directed to pay 65% of the admitted debt forthwith.
20 Oct 2022

Kelly Khoo Seo Ju for the Applicant [Messrs Malis & Khoo] Ahmad Ezmeel bin Ahmad Tarmizi for Wong Weng Foo the Liquidator (for Kilang Papan Wakaf Tapai Sdn Bhd) (In Creditors’ Voluntary Liquidation) [Messrs Ezmeel & Co.] PENCELAH Lau Kee Se

Citation

WA-28PW-224-05/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28PW-224-05/2022 (Mahkamah Tinggi)

The Court held that the Consent/Compromise Order of 8.10.2021 effectively admitted the Applicant's claim and, having regard to Companies Act s291 and Insolvency Act s65 and the duty to give effect to court orders, the joint liquidators could not insist on a fresh POD; accordingly the liquidators were ordered to pay 65% of the admitted claim and to comply with the other reliefs sought.
20 Oct 2022

Lim Chik Lock 1. ) KILANG PAPAN WAKAF TAPAI SDN BHD 2. ) Lim Tian Huat (Liquidator Of Kilang Papan Wakaf Tapai Sdn. Bhd. [In Creditors’ Voluntary Liquidation]) PENCELAH LIM TIAN HUAT

Citation

WA-28PW-224-05/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28PW-224-05/2022 (Mahkamah Tinggi)

The Court held that the consent/compromise order admitting the applicant’s RM1,425,000 claim operates without requirement for a fresh proof of debt; under s.65 Insolvency Act and s.291 Companies Act the applicant is entitled to payment from monies in hand and the joint liquidators are directed to pay 65% of the admitted claim forthwith; the objection by the liquidator that a fresh POD is required is untenable and barred by the terms of the Court Order and res judicata.
20 Oct 2022

Kelly Khoo Seo Ju for the Applicant [Messrs Malis & Khoo] Ahmad Ezmeel bin Ahmad Tarmizi for Wong Weng Foo the Liquidator (for Kilang Papan Wakaf Tapai Sdn Bhd) (In Creditors’ Voluntary Liquidation) [Messrs Ezmeel & Co.] PENCELAH Lau Kee Se

Citation

WA-28PW-224-05/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28PW-224-05/2022 (Mahkamah Tinggi)

The Court held that the consent/compromise order dated 8.10.2021 admitted the applicant's claim of RM1,425,000 and therefore no fresh POD was required; pursuant to statutory provisions on proof of debts and insolvency practice the applicant is entitled to be paid the dividends he missed and the joint liquidators were ordered to pay 65% (RM926,250) within seven days; objections by one liquidator that a new POD must be lodged and that the payment must await a general distribution were rejected and treated as matters that should have been raised earlier and are barred by res judicata.
19 Aug 2022

MUJIBUDDIN BIN ZAINUDDIN 1. ) A. GHANI BIN MD TAHIR 2. ) MOHAMAD HAFIDH BIN ABDUL GHANI

Citation

BA-22NCvC-31-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-31-01/2022 (Mahkamah Tinggi)

Summary judgment was granted because plaintiff established entitlement to the RM4,500,000 dividend by documentary evidence and defendants failed to produce affidavit evidence raising any bona fide triable issue or valid documents showing plaintiff authorised payment to third parties; therefore the claim could be decided without a full trial.
19 Aug 2022

MUJIBUDDIN BIN ZAINUDDIN 1. ) A. GHANI BIN MD TAHIR 2. ) MOHAMAD HAFIDH BIN ABDUL GHANI

Citation

BA-22NCvC-31-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-31-01/2022 (Mahkamah Tinggi)

Defendants failed to establish any bona fide triable issue on affidavit or produce contemporaneous documentary proof that Plaintiff consented to the payment of his RM4.5m dividend to third parties; denials and unsubstantiated assertions are insufficient under Order 14, therefore summary judgment for the Plaintiff is appropriate.
26 Sept 2021

1. LIM SWEE CHONG, ROBERT (No. Pasport Singapura: S1691135F) 2. LIM SWEE JOO, RICHARD (No. Pasport Singapura: S1310204Z) 3. HO SANG BIN (No. Pasport Singapura: E5624455E) 4. PUAH KOT CHOON (No. Pasport Singapura: E5184611E) 1. TAT TAT WEI,

Citation

JA-24NCC-5-01/2019 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-5-01/2019 (Mahkamah Tinggi)

The court accepted the contemporaneous documentary and accounting evidence showing RM250,000 was injected as paid-up capital in accordance with a unanimous resolution and minutes, that Plaintiffs were intended beneficial owners of 155,000 shares held on trust, and that subsequent allotments in 2018 which diluted Plaintiffs' holding, refusal to register their shares, withholding of dividends and exclusion from management constituted oppressive conduct and breach of fiduciary duties under s.346 Companies Act 2016; accordingly the s.346 remedies sought (specified in Annexure 1 prayers (1)–(9) an…