The validity of a cooperative society's AGM is upheld when delegates are properly recognized, and procedural challenges by appellants are dismissed as they are estopped from contesting their prior acknowledgments.

JUDGMENT

Wan Ahmad Farid Wan Salleh J:

The Appellants' Case

[1] This is a dispute between members of a cooperative society.

[2] The appellants and respondents are members of a cooperative society known as Koperasi Sagemal Berhad ("Koperasi").

[3] The subject matter of dispute in this appeal is with respect to the validity of the Annual General Meeting ("AGM") of the Koperasi, which was held on 14 February 2011.

[4] Subsequent to the AGM, the appellants lodged a complaint to the Co-operative Societies Tribunal ("the Tribunal"). The Tribunal is established under s 83 of the Co-Operative Societies Act 1993 (" COSA ").

[5] The Tribunal had dismissed the appellants' complaint and declared that the AGM was valid and the Board Members of the Koperasi were duly elected.

[6] Aggrieved by the Tribunal's Award, the appellants appealed to the High Court. On 5 April 2017, the High Court allowed part of the appeal from the decision of the Tribunal. It held that the AGM was invalid. The learned Judge, in her grounds of judgment, made the following orders:

Berdasarkan alasan-alasan di atas, rayuan Perayu dibenarkan setakat yang dinyatakan seperti berikut:

(i) Mesyuarat Agung Perwakilan Tahunan Koperasi Sagemal Berhad yang diadakan pada 14 February 2011 di Hotel Kuala Lumpur International adalah tidak sah dan hendaklah diadakan sekali lagi;

(ii) Ahli Jawatankuasa Audit Dalaman adalah bukan perwakilan atas sifat mereka sebagai ahli Jawatankuasa Audit Dalaman ke Mesyuarat Agung Perwakilan Tahunan Koperasi Sagemal Berhad yang akan diadakan itu.

[7] The High Court held that the internal audit members were not the rightful delegates at the AGM. Hence the decision to annul the AGM.

[8] Dissatisfied with the decision of the High Court, the respondents appealed to the Court of Appeal.

[9] On 19 March 2018, the Court of Appeal allowed the respondents' appeal and set aside the High Court's decision. The Court of Appeal upheld the Tribunal's Award that the AGM was validly held. The case was then remitted to this Court to hear the appeal on the remaining issues.

[10] The order of the Court of Appeal, as can be seen in the letter dated 20 November 2019 from the Court of Appeal's Deputy Registrar, states as follows:

Appeal is allowed in part. The High Court's order is set aside. The High Court has to deal with all related issues to this appeal. No order as to costs. Deposit to be refunded.

[11] In short, the Court of Appeal, in reversing part of the decision of the High Court, held that the three Internal Audit Members who voted at the AGM were valid delegates.

[12] There are fifteen remaining and related issues that this Court has to address as per the directions of the Court of Appeal. They are as follows:

(i) Whether Ismail Maarof was a Melaka/Johor delegate.

(ii) Whether Wan Kamaruddin Wan Mustafa was a lawful delegate from Pahang.

(iii) Whether Wan Ahmad Saifuddin was a lawful delegate from Putrajaya.

(iv) Whether the minutes of the board meetings of the Koperasi held on 14 February 2011 and 28 February 2011 were valid.

(v) Whether Puan Nura Nawi was a valid delegate from Selangor.

(vi) The status of the Putrajaya branch.

(vii) Whether a scheme known as "Skim Tebus Saham" for recruiting new members is valid.

(viii) Whether Shamsuddin bin Dardak is a valid delegate and whether he had resigned as a member of the Board ("ALK") before the AGM.

(ix) Whether Mohd Ayub bin Ahmad, the officer from the Cooperative Commission of Malaysia ("SKM") had acted beyond his jurisdiction and whether the AGM should have been postponed.

(x) Whether Encik Shamsuddin bin Dardak's appointment as a member of the ALK was valid?

(xi) Whether the appellant's "Register of Members" which is in Dokumen (5) (P1), is valid.

(xii) Did the restructuring exercise result in the Koperasi branches being dissolved?

(xiii) Whether the vote counting exercise at the AGM was valid.

(xiv) Whether Encik Mohd Ayub bin Ahmad, SR-7, is a credible witness.

(xv) Whether the Award of costs RM50,000 is beyond the T ribunal's jurisdictio