A High Court cannot set aside the orders of another High Court of concurrent jurisdiction, unless under exceptional circumstances like fraud.

Introduction

[1] There are two appeals before us, namely:-

(1) Civil Appeal No B-02-2785-11/2012 ('Appeal 2785'); and

(2) Civil Appeal No B-02-2786-11/2012 ('Appeal 2786').

[2] They were heard together

[3] These appeals arose from a decision of the High Court of Shah Alam of 22 October 2012 on an Originating Summons application by the respondents in the appeals, namely, Shah Alam High Court Originating Summons No: 242399-09-2011 ('OS 2399'). The respondents are the plaintiffs in OS 2399.

[4] The High Court of Shah Alam, by its decision of 22 October 2012, had allowed the respondents'/plaintiffs' application in OS 2399; and had made the following Order:-

(1) An order declaring that the decision taken and resolutions passed at the Extraordinary General Meeting of Wilayah Car Pool Berhad on 17 September 2009 ('the EGM') is valid and enforceable in law.

(2) An Order that the Companies Commission of Malaysia do register the Form 48A and Form 49 of Wilayah Car Pool Berhad ('the Company') in respect of the result of the EGM.

(3) An order that the Order of the Court dated 9 November 2010 granted by the Shah Alam High Court in Originating Summons No 24-1926-2010 ('OS 1926') is set aside forthwith.

(4) A declaration that the Annual General Meeting of the company held on 30 December 2010 ('the AGM of 30 December 2010') is null and void.

(5) A declaration that the Annual General Meeting of the Company held on 27 June 2011 ('the AGM of 27 June 2011') is null and void.

(6) An order that the 2nd, 3rd, 4th, 5th, 6th, 7th, and 8th defendants do deliver all the statutory records, accounting records and properties of the company to the Board of Directors elected at the EGM.

(7) An order that the costs of this action be taxed and paid forthwith by the defendants to the plaintiffs.

(8) An order that the 1st defendant do refund and reimburse the company the amount of RM35,000.00 paid by the company to the 1st defendant.

(9) An order that the defendants do pay all the losses and damages incurred by the company consequent to the Order dated 9 November 2010 in OS 1926.

(10) An order that the 9th defendant, Foo Poh Khean, do pay all the losses and damages of the company.

[5] The appellants in the present appeals are the defendants in the OS 2399. The '1st defendant' in the above Order refers to the 1st defendant in OS 2399, Choong Howei, the sole appellant in Appeal 2785. The '9th defendant' in the above Order refers to the 9th defendant in OS 2399, Foo Poh Khean, the 8th appellant in Appeal 2786. The 2nd, 3rd, 4th, 5th, 6th, 7th, and 8th defendants in the above Order refers to the 2nd, 3rd, 4th, 5th, 6th, 7th, and 8th defendants, respectively, in OS 2399, and are the 1st appellant (Choong Chee Hoong), 2nd appellant (Chong Kwan Kian), 3rd appellant (Lim Ting Ching), 4th appellant (Lee Lai Chan), 5th appellant (Liew Boon Chuan), 6th appellant (Moo Thart Choong) and 7th appellant (Ng Cheak Kheng), respectively, in Appeal 2786.

[6] Aggrieved by the decision, the appellants/defendants, by two separate notices of appeal, appealed to this Court. The single appellant in Appeal 2785 filed his Notice of Appeal on 12 November 2012, whilst the 10 appellants in Appeal 2786 filed their joint Notice of Appeal on 8 November 2012.

[7] We heard the two appeals together on 29 May 2014, 8 August 2014 and 31 October 2014. At the conclusion of the hearing of the appeals (on 31 October 2014), by a unanimous decision, we allowed the appeals with costs.

[8] We now give our grounds.

Facts Of The Case

[9] The company (the 10th defendant in OS 2399; but not a party in these Appeals) was incorporated on 25 October 1994 as an investment holding company. Its shareholders are owners of driving schools. It has both its registered and business addresses at Lot 8660, Jalan Besar, Kpg Sg Buah Luar, Dengkil, Selangor The company hold