JUDGMENT

Wan Muhammad Amin Wan Yahya J:

[1] This was an application via Originating Summons (Encl 1) by the plaintiff, a 40% minority shareholder of the 4th defendant, Masera Realty Sdn Bhd., under s 346 of the Companies Act 2016, alleging oppressive conduct by the majority shareholder, the 1st defendant, acting in concert with the 2nd and 3rd defendants.

[2] The plaintiff claims the 1st defendant, holding 60% of the shares, unlawfully appointed the 2nd defendant as director and the 3rd defendant as company secretary via a Members' Written Resolution dated 20 July 2022, contrary to the Articles of Association and statutory provisions. These acts, together with other conduct, are said to marginalise the plaintiff and disregard her rights as a minority member.

[3] By Notice of Application dated 8 August 2022 (Encl 2), the plaintiff sought an interim injunction to preserve the status quo of the Company's management and assets until the disposal of Encl 1. The following day, 9 August 2022, an ad interim injunction was granted, restraining the defendants from holding the Board of Directors' meeting scheduled for 11 August 2022 and from making any alterations to the Company's shares, assets, or finances without the plaintiff's written consent or a further order from the court.

[4] Both Encls 1 and 2 were heard together.

[A] Salient Background Facts

[5] The 4th defendant ("the company") was incorporated on 7 June 2010 with the plaintiff and 1st defendant as its only directors and shareholders. The 1st defendant holds 60% majority shares whilst the plaintiff holds 40% minority shares in the Company.

[6] Since the incorporation of the Company, the 1st defendant was appointed as chairman of the company's meetings, sole signatory to the company's bank accounts and authorised to receive balance sales proceeds of RM15.75 million on behalf of the company. These arrangements were agreed via resolutions signed by the plaintiff.

[7] On 19 July 2022, the 1st defendant circulated a Members' Written Resolution dated 20 July 2022 to appoint his son, the 2nd defendant, as an additional director and the 3rd defendant, Mak Chooi Peng, as the Company secretary, without convening any members' general meeting.

[8] The Members' Written Resolution itself bears the date of 20 July 2022, which was one day after it was circulated on 19 July 2022. On 20 July 2022, the 1st defendant, as the 60% majority shareholder, approved the Members' Written Resolution, and the appointments were immediately filed and effected with the Companies Commission of Malaysia (CCM) on the same day (refer to the CCM search at pp 125-130 of Encl 3). The appointments of the 2nd and 3rd defendants as director and company secretary respectively, were thus completed within this one-day period from 19 July 2022 to 20 July 2022.

[9] The plaintiff filed the present Originating Summons on 8 August 2022 seeking, inter alia, orders to declare the appointments of the 2nd and 3rd defendants invalid, null and void, and for the company's records to be rectified accordingly.

[B] Plaintiff's Arguments

[10] The plaintiff contended that the appointments of the 2nd and 3rd Defendants were unlawful and oppressive as they contravened art 67 of the Company's Articles of Association and s 302(2)(a) of the Companies Act 2016.

[11] The plaintiff submitted that art 67 of the Articles of Association specifically requires any appointment of an additional director to be "by ordinary resolution passed at a general meeting".

[12] The plaintiff argued that s 302(2)(a) of the Companies Act 2016 provides that any resolution may properly be moved as a written resolution unless the resolution "if passed, would be ineffective whether by reason of inconsistency with any written law or the constitution".

[13] The plaintiff relied on the High court decision in Mohd Radwan Alami v. Ibrahim Mohd Yusof & Ors; [2019] 10 MLJ 761; [2019] 3 AMR 889, where the court held that under art 67 of the Articles of Association (Table A), any appointment