Chairman cannot unilaterally adjourn a meeting; adjourned meetings follow prior notice without needing fresh limits when the agenda remains unchanged, and irregularities can be cured under section 582 of the Companies Act 2016.

JUDGMENT

Ahmad Fairuz Zainol Abidin J:

Abstract

[1] This decision explains the reason why:

(i) an adjournment made by a Chairman of a meeting cannot be tainted by conduct that disregards the will of the shareholders at a meeting;

(ii) a fresh special notice under s 322(1) of the Companies Act 2016 ("the Act") is not required to be issued upon the reconvening of an adjourned extraordinary general meeting; and

(iii) a failure to issue a notice of meeting under s 321(1) of the Act to an auditor is an irregularity which is curable under s 582 of the Act.

Background Facts

The Original Extraordinary General Meeting ("Original EGM")

[2] The plaintiffs in OS No. WA-24NCC-131-03-2020 ("OS 131")/the second to the fourth defendants in OS No. WA-24NCC-153-04-2020 ("OS 153") (hereinafter referred to as "the conveners") who are the shareholders of Golden Plus Holdings Bhd ("the company") issued a special notice to remove directors of Golden Plus ("special notice") and a notice for an extraordinary general meeting ("EGM") dated 12 September 2019 ("notice of EGM") proposing to remove the entire board of the company and to appoint the fifth to the seventh defendants in OS 153 as the directors. The original EGM was scheduled to be held on 16 October 2019 at Melia Seasons Restaurant, Kajang.

[3] The original EGM was held on 16 October 2019. However, it was adjourned by the Chairman to obtain legal advice as to whether the notice of EGM may be validly issued by more than one member under s 310(b) of the Act.

[4] As a result of the adjournment, the company filed Kuala Lumpur High Court Originating Summons No. WA-24NCC-569-10-2019 ("OS 569") while the conveners commenced Kuala Lumpur High Court Originating Summons No. WA-24NCC-583-10-2019 ("OS 583") respectively. Both OS 569 and OS 583 were heard together by this Court. On 22 January 2020, this Court held, inter alia, that:

(i) the notice of EGM was validly issued by the conveners and does not contravene s 310(b) of the Act;

(ii) the original EGM convened on 16 October 2019 was validly adjourned by the Chairman; and

(iii) any decision made by the shareholders after the adjournment was null and void.

[5] The effect of the order is that the adjournment of the original EGM was proper. The conveners could therefore revive the EGM and continue with the unfinished business of the original EGM.

The Adjourned Extraordinary General Meeting ("Adjourned EGM")

[6] Upon obtaining the ruling of this Court that a meeting requisitioned under s 310(b) of the Act can be made by the conveners, a notice to convene the adjourned general meeting dated 19 February 2020 ("notice of the adjourned EGM") was issued. The adjourned EGM was scheduled to be held on 6 March 2020 at Melia Seasons Restaurant, Kajang. (It is observed that the conveners signed the requisition on the 14 February 2020. The said requisition was served on the board of directors on 19 February 2020. This Court will use 19 February 2020 as the date the meeting was requisitioned by the conveners).

[7] The proposed resolutions to be passed at the adjourned EGM were the same as contained in the notice of EGM dated 12 September 2019. The resolutions sought to remove the current board and replaced by the fifth to the seventh defendants in OS 153.

[8] On 6 March 2020, the adjourned EGM proceeded as scheduled. It was initially chaired by Tan Yen Siang, who was the Chairman of the original EGM. Due to objections raised from the floor as to the appropriateness of Tan Yen Siang chairing the meeting, the third plaintiff ("Tan Say Han") was subsequently acted as the Chairman. Taking cognisance of the point raised by Abigail Shobana Nimbalker ("Abigail"), the proxy of the first plaintiff ("Andrew Teh") that the adjourned EGM was invalidly convened due to lack of a fresh special notice of 28 days under s 322 of the Act, Tan Say Han announced the adjournment of the adjourned EGM in order to seek legal advice on the validity of the meeting.

[9] N Sivagurunathan a/l V Narayanasamy ("Siva"),