Malaysia Case Law: Decisions & Judgments

Topic

Extraordinary general meeting

Legal area

Court

13 Nov 2024

Vinvest Capital Holdings Berhad (sebelum ini dikenali sebagai VIVICOM INTL HOLDINGS BERHAD) 1. ) EA Holdings Berhad 2. ) See Jovin 3. ) Ng Cheng Shin PIHAK TERKILAN 1. ) VINVEST CAPITAL HOLDINGS BERHAD 2. ) EA HOLDINGS BERHAD 3. ) Mohammad

Citation

WA-22NCC-536-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-536-07/2023 (Mahkamah Tinggi)

Prayer (d) was dismissed because Vinvest failed to plead a cause of action against EAH or any wrongdoing by the company that could support an injunction restraining convening of EGMs or moving resolutions; such an order would be overreaching, interfere with statutory rights of other shareholders and serve no useful purpose given existing restraints on the intervenor's disputed shares.
5 Jul 2024

MAINLAND SYMBOL SDN BHD 1. ) PERBADANAN PENGURUSAN PUTERI PARK PLAZA 2. ) ALL STARS PROPERTY MANAGEMENT SDN BHD 3. ) Majlis Perbandaran Ampang Jaya

Citation

BA-24NCvC-2559-12/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCvC-2559-12/2023 (Mahkamah Tinggi)

The court found the plaintiff was denied its statutory right to vote at the EGM; non-compliance with sections 60(4) and 61(4) read with Regulation 31 (failure to comply with prescribed notice/recovery procedure) supported a presumption that no sum was due and payable and therefore the plaintiff could not be validly disqualified from voting; accordingly the EGM and its resolutions were declared void and a fresh EGM ordered with modifications to the relief sought, including appointment of an Administrator until a new Committee is elected.
2 Oct 2023

1. ) HONSIN APPAREL SDN BHD 2. ) HIQ MEDIA (MALAYSIA) SDN BHD 1. ) SOUTH MALAYSIA INDUSTRIES BERHAD 2. ) BINA MANAGEMENT (M) SDN BHD 3. ) LEOW THANG FONG 4. ) DATO' DR. ABDULLAH BIN SEPIEN 5. ) LATIFAH BINTI ABDUL LATIFF 6. ) DATO' ZAINUDDI

Citation

WA-24NCC-269-05/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-269-05/2023 (Mahkamah Tinggi)

Upon satisfaction of the s310 threshold, plaintiffs are entitled under s34(5) SICDA to the requested RODs; alleged breaches of s218(2) CMSA/Rule 15 are matters for the Securities Commission and do not justify the company withholding the RODs; accordingly the court exercised its s314 CA 2016 power to order a court‑convened EGM, direct production of hardcopy RODs within specified timelines and awarded costs to plaintiffs.
5 Jul 2023

LEE YOKE WAN 1. ) DAHAN CIPTA SDN. BHD 2. ) KONG LAN MEE 3. ) LEE GEE SENG 4. ) LEE KOK SENG 5. ) HO AN SENG @ HO THAM SENG

Citation

BA-24NCC-120-12/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-120-12/2022 (Mahkamah Tinggi)

The originating summons was dismissed because the plaintiff unreasonably delayed for years before seeking equitable declaratory relief, the evidence showed attendance/awareness and failure to subscribe to allotted shares (acquiescence), the delay produced prejudice and injustice including to non-parties who received allotments, and equitable relief was therefore refused; joinder failures and prejudice to third parties reinforced dismissal.
29 Aug 2022

1. ) LEONG SENG WUI 2. ) KOK KWANG LIM 3. ) VALHALLA CAPITAL SDN BHD CAELY HOLDINGS BHD PENCELAH 1. ) LOH MING CHOON 2. ) WONG SIAW PUIE 3. ) SIN HOCK MIN 4. ) MOHAMAD HANAFIAH BIN ZAKARIA 5. ) KOO CHEN YENG

Citation

WA-24NCC-732-06/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-732-06/2022 (Mahkamah Tinggi)

The purported adjournment was invalid because the chairman relied on a constitutional provision (Article 79(2)) that did not authorize adjournment and failed to obtain the meeting's consent as required by Article 80; consequently the shareholders were entitled to elect a chairman among themselves and validly continue the EGM by poll, and the resolutions passed and the Notice ROD relied upon are valid.
5 Jul 2022

Abdul Malek Faisal bin Mohd Hyffny 1. ) Shaikh Markhzan Jalani 2. ) Syed Zainal Abidin bin Syed Mohamed Tahir 3. ) Minsyam Sdn Bhd

Citation

B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)
Court

NCC
Case number

B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)

The EGM convened and concluded before the mandatory 15‑minute waiting period deprived the appellant, the chairman and director, of his contractual and statutory rights to attend, to chair and to be heard; that procedural breach was capable of causing substantial injustice and the court refused to exercise the curative power in s.582 CA 2016. The resolution removing the appellant is therefore invalid and null and void.
31 May 2022

1. ) Md. Rashid bin Masrukin 2. ) Mohd Puat bin Ibrahim 1. ) Lim Che Siong 2. ) Ian Stephen Baxter 3. ) Lim Che-How Perry 4. ) Ng Cheng Hou 5. ) Norfarahin binti Kader Naina Mohd 6. ) Peter John A/L Francis 7. ) SBN Industries Sdn Bhd

Citation

JA-24NCC-5-03/2022 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-5-03/2022 (Mahkamah Tinggi)

The interim injunction was set aside and the appeal dismissed because the injunction lacked its underlying foundation after the originating summons was dismissed (not appealed), and because applicants failed to disclose material facts in their ex parte application thereby breaching the duty of full and frank disclosure; an interlocutory injunction cannot subsist without a pre-existing cause of action.
5 Oct 2021

1. ) ABDUL RAZAK BIN DATO A.S. DAWOOD 2. ) RADZI DAWOOD BIN ABDUL RAZAK 1. ) P.A. ABDUL WAHAB & CO. SDN BHD 2. ) P. A Abdul Wahab & Co Sdn Bhd 3. ) Mohammed Siddiq Bin Anwar Batcha 4. ) Abdul Razak Bin Anwar Batcha 5. ) ABDUL WAHAB BIN MOHA

Citation

WA-22NCC-180-04/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-180-04/2019 (Mahkamah Tinggi)

Plaintiffs failed to prove on a balance of probabilities that defendant 5 was party to a conspiracy because they could not establish the essential element of a combination or agreement with at least one other identifiable conspirator; material evidence (company search) supported that shares had been transferred to plaintiffs, plaintiffs presented inconsistent testimony and a police report and admissions indicated defendant 5 was deceived or coerced, and there was no evidence defendant 5 received proceeds of the property sale; consequently the conspiracy claim against defendant 5 fails and the…
22 Jan 2020

GOLDEN PLUS HOLDINGS BERHAD 1. TEO KIM HUI [Identity Card No.: 940605125261] 2. TEO HAN TONG [Identity Card No.: 311106125089] 3. LAI SU-CHEN [Passport No.: 306729784] 4. CHIEW KEONG ON [Identity Card No.: 620626125056] 5. YAPP KIAM YEN [Id

Citation

WA-24NCC-569-10/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-569-10/2019 (Mahkamah Tinggi)

Section 310(b) must be read with s4(3) of the Interpretation Acts so that 'member' includes the plural; therefore two or more members who together meet the 10% threshold can validly convene a meeting under s310(b), and the EGM convened by the three defendants was valid.
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.