Malaysia Case Law: Decisions & Judgments

Topic

Quorum

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.
11 Dec 2023

Pembangunan Qualicare Sdn Bhd (In LIquidation)

Citation

PA-28PW-34-09/2023 (Mahkamah Tinggi)
Court

High Court
Case number

PA-28PW-34-09/2023 (Mahkamah Tinggi)

Where only two creditors had lodged proofs of debt and the liquidator had admitted those proofs, Rule 123 is satisfied because the number of creditors entitled to vote did not exceed three and all such creditors were present; accordingly the resolution passed at the creditors' meeting of 18.4.2023 validly reflected the creditors' wishes and the Court grants an order to give effect to that resolution; dispensing with Rule 123 was unnecessary.
25 Aug 2020

GOINTELLIGENCE SDN BHD AZHAR BIN HAJI ISMAIL & ANOTHER

Citation

BA-22NCVC-509-11/2019 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCVC-509-11/2019 (Mahkamah Tinggi)

The plaintiff's application for summary judgment was dismissed because material factual discrepancies and contested, fact‑dependent issues (date and validity of the impugned AGM, mis‑exhibited constitution provisions, conflicting minutes and assertions about quorum and compliance with court directions) established triable issues; Order 14 was inappropriate where credibility and factual resolution are necessary.
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.
1 Jan 1900

LYSAGHT (MALAYSIA) SDN BHD LIEW SWEE MIO @ LIEW HOI FOO

Citation

WA-24NCC-474-09/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-474-09/2019 (Mahkamah Tinggi)

The court exercised its discretion under s.582 CA 2016 to validate the two inquorate board resolutions because they were procedural irregularities aimed solely at regularizing statutory compliance, the defendant failed to prove any substantial injustice that could not be remedied, and the preliminary objection to the deponent was dismissed.

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

Pembangunan Qualicare Sdn Bhd (In LIquidation)

GOINTELLIGENCE SDN BHD AZHAR BIN HAJI ISMAIL & ANOTHER

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

LYSAGHT (MALAYSIA) SDN BHD LIEW SWEE MIO @ LIEW HOI FOO