The removal of a director and appointment of a company secretary must adhere to statutory procedures; failure to do so constitutes oppressive conduct under the Companies Act.

Atan Mustaffa Yusoff Ahmad J:

Introduction

[1] Before the court is an Originating Summons filed by the Plaintiff, Mr Ng Kae Jeng, seeking, inter alia, declarations that his removal as a director of the First Defendant company was invalid, that the appointment of the Third Defendant as company secretary was unlawful, and requesting reinstatement as a director. The application is primarily framed under s 346 of the Companies Act 2016 (" CA 2016") as an oppression action, with aspects also overlapping with s 602 pertaining to rectification of the company register.

[2] This case presents important questions regarding statutory compliance in the removal of company directors, the appointment of company secretaries, and the intersection between the court's jurisdiction and the statutory powers of the Companies Commission of Malaysia ("CCM").

Background Facts

[3] The Plaintiff and the Second Defendant, Mr Liang Kien Hui, are the shareholders of the First Defendant, Invenpro (M) Sdn Bhd., a company incorporated in Malaysia on 4 July 2005. Each holds 500,100 shares, representing an equal 50% shareholding. The Plaintiff has been a director of the First Defendant since 1 September 2005, while the Second Defendant has been a director since 4 July 2005.

[4] On 10 July 2024, the Plaintiff was removed as a director of the First Defendant. The Plaintiff only discovered this removal on 12 July 2024 during a visit to UOB Bank when he was informed by a bank officer that he was no longer a director of the First Defendant. The Plaintiff subsequently made a police report on 14 July 2024 regarding the incident.

[5] Through a CCM search, the Plaintiff discovered that a "Notification of Change of Directors, Managers and Secretaries" under s 58 of the CA 2016 had been lodged with CCM, indicating that the Plaintiff had resigned as a director effective 10 July 2024. The Plaintiff contends he never resigned and was improperly removed without being given any notice of a general meeting or resolution to that effect.

[6] Prior to this, on 28 June 2024, the Plaintiff received a resignation letter from the First Defendant's former company secretaries, Koh Thye Tee and Leng Chen Fatt, effective 30 June 2024. On 9 July 2024, the Third Defendant, Kamarul Bahrin Bin Abdullah, was appointed as the new company secretary of the First Defendant without the Plaintiff's knowledge or the passing of any board resolution.

[7] Upon the Third Defendant's appointment, the registered address of the First Defendant was changed from No 6-2, Jalan 9/23E, Taman Danau Kota, 53300 Setapak, Kuala Lumpur to Unit No: 1030, 10th Floor, Block A3, Leisure Commerce Square, No 9, Jalan PJS 8/9, 46150 Petaling Jaya, Selangor, which is the office address of the Third Defendant.

[8] The Plaintiff also alleges that his company email, chris.ng@invenpro.com.my, was wrongfully seized by the Defendants, resulting in him losing access to it.

[9] On 30 August 2024, after the filing of this Originating Summons, the Plaintiff signed a Members' Resolution prepared by the Third Defendant, authorising the Second Defendant to sell a property belonging to the First Defendant.

The Application

[10] The Plaintiff's Originating Summons seeks the following principal reliefs:

a) A declaration that the Plaintiff remains a director of the First Defendant;

b) A declaration that the Plaintiff's removal as director on 10 July 2024 was null and void;

c) Reinstatement of the Plaintiff as a director of the First Defendant;

d) A declaration that the Third Defendant's appointment as company secretary was null and void;

e) An order for the Defendants to inform CCM to reinstate the Plaintiff's name as a director and to remove the Third Defendant's name as company secretary;

f) Recovery of possession of the Plaintiff's company email; and

g) An order for CCM to investigate and take appropriate action against the Second and Third Defendants for contraventions of the CA 2016.

Parties' Submissions

[11] The Plaintiff submits that his rem