Teo Kim Hui & Ors v Golden Plus Holdings Bhd

HIGH COURT (KUALA LUMPUR)
AHMAD FAIRUZ ZAINOL ABIDIN J
ORIGINATING SUMMONS NO WA-24NCC-131-03 OF 2020
11 November 2021

Michael Chow (Wendy Yeong with him) (Michael Chow) for the plaintiff.
James Chow (April Tay Pei Ting with him) (Chow Kok Leong & Co) for the first alleged contemnor.
Dhinesh Bhaskaran (Serena Azizuddin with him) (Shearn Delamore & Co) for the second, third and fourth alleged contemnors.
Khoo Guan Huat (Sharon Chong and Gooi Yang Shuh with him) (Skrine) for the fifth alleged contemnor.
Yudistra Darma (Christopher Anand Rajamanickam with him) (Raj, Ong & Yudistra) for the sixth alleged contemnor.

Ahmad Fairuz Zainol Abidin J:
GROUNDS OF JUDGMENT Introduction

[1]This is the judgment of the Court in respect of the Plaintiffs/Applicants’ (hereinafter referred to as the “Applicants”) application under O. 52 r. 4 of the Rules of Court 2012 (“the Rules”) seeking an order that the Proposed Contemnors be committed for contempt of court for non-compliance of this Court’s order dated 28.8.2020 (“the August Order”) and interfering with the implementation and/or the subject matter of the August Order. The
Applicants obtained leave from this Court to proceed with the committal application pursuant to O. 52 r. 3 of the Rules on 17.11.2020.
Background facts

[2]The Applicants are shareholders/members of the Respondent (“the Company”). The 1st to 5th Proposed Contemnors were formerly the directors of the Company until they were removed following the August Order.

[3]On 19.02.2020, the Applicants issued a Notice to Convene Adjourned General Meeting of Members (“Notice of Adjourned EGM”) on 06.03.2020 which proposed, inter alia, resolutions for the removal of the entire Board of Directors of the Company including the 5th Proposed Contemnor and to replace them with three (3) new directors – Chiew Keong On, Yapp Kiam Yen and Wong Koon Wai (“the 3 Directors”) (“Proposed Resolutions”).

[4]The Adjourned Extraordinary General Meeting (“Adjourned EGM”) proceeded as scheduled on 06.03.2020 but was adjourned by the Chairman of the Adjourned EGM. After the adjournment, a number of members remained at the meeting venue and purportedly continued with the Adjourned EGM whereby the Proposed Resolutions were passed.

[5]On 11.03.2020, the Applicants commenced this instant action (“OS 131”) for reliefs relating to the validity of the adjournment and Proposed Resolutions passed, inter alia –

(a) a declaration that the adjournment of the Adjourned EGM was null and void;

(b) a declaration that the resolutions passed during the Adjourned EGM are valid; and