A company cannot suspend its directors without express provisions in the Companies Act or its articles, making any decisions taken post-suspension invalid and subject to ratification.

JUDGMENT

Wan Muhammad Amin Wan Yahya JC:

[1] The Plaintiffs in this Originating Summons (encl 1) ("Originating Summons") essentially sought for the following reliefs:

1. a declaration that the suspension of the 1st Plaintiff and the 2nd Plaintiff as directors of the 1st Defendant pursuant to the notices issued by the 1st Defendant and signed by the 2nd Defendant is null and void;

2. a declaration that the exclusion by the 1st Plaintiff and the 2nd Plaintiff from the meetings of the board of directors of the 1st Defendant including the board of directors meeting on 25 February 2021 is unlawful;

3. a declaration that all and any decision of the 1st Defendant, whether taken at the board of directors' meetings or otherwise, where the Plaintiffs or any of them have been excluded or otherwise not been informed of, including any decision to convene any meetings of the 1st Defendant or the placement of shares of the 1st Defendant, are null and void in law;

4. an injunction to restrain the Defendants or any of them from adopting or in any way giving effect to any decision of the 1st Defendant, whether taken at the board of directors'meetings or otherwise, which have been arrived at without the involvement of the Plaintiffs or where the Plaintiffs or any of them have been excluded from participating including any decision to convene any meetings of the 1st Defendant or the placement of shares of the 1st Defendant;

5. damages to be assessed against the Defendants or such of the Defendants as the Court deems appropriate;

[2] There were originally 4 separate applications filed by parties as follows:

i) Enclosure 6 - the Plaintiffs' application for an ex parte injunction against all the Defendants which I had converted to an inter partes application. Enclosure 6 was filed with a Certificate of Urgency. The main relief prayed for in encl 6 is as follows:

"an order for injunction to restrain the Defendants from giving effect to any decision purportedly made by or on behalf of the board of directors of the 1st Defendant without the knowledge or participation of the Plaintiffs including any decision to convene any meetings of the 1st Defendant or the placement of shares of the 1st Defendant."

ii) Enclosure 14 - the Plaintiffs' Order 14A of the Rules of , 2012 ("ROC") Application for the Court to determine 2 main questions. Enclosure 14 was also filed with a Certificate of Urgency.

iii) Enclosure 17 - the 2nd to 7th Defendants application under, inter alia, to strike out the Originating Summons against the 2nd to 7th Defendants.

[3] The Plaintiffs' urgency to have encl 14 heard expeditiously (which would essentially dispose of the Originating Summons) was due to an Extraordinary General Meeting ("EGM") scheduled on 30 March 2021 which agenda is to remove the Plaintiffs as directors of the 1st Defendant.

[4] Due to the Plaintiffs' urgency to have encls 6 and 14 heard quickly, I had raised this issue with both learned counsel for the Plaintiffs, Mr Michael Chow, and the Defendants, Mr Yap Boon Hau, and highlighted to them that that it would appear to the Court that the Plaintiffs' main questions for the Court to determine in their Originating Summons are confined to 2 issues. I further highlighted that if parties are able to limit the issues for the Court to determine in respect of the Originating Summons this would save time and effort and the Originating Summons could be heard before 30 March 2021. Then encls 6 and 14 would no longer be necessary. Learned counsel for the Defendants was open to this suggestion but wanted the Plaintiffs to withdraw the suit as against the 2nd to 7th Defendants as the main reliefs prayed for in the Originating Summons did not concern the 2nd to 7th Defendants.

[5] As a compromise to having the Originating Summons disposed before 30 March 2021, parties had entered into an agreement and a Consent Order was entered to that effect on 12 March 2021 which includes the questions for the Court's determination. The terms of the Consent Or