JUDGMENT

[Resolution To Remove Director Not On Agenda Of BOD Meeting]

Leong Wai Hong J:

Introduction

[1] The plaintiff filed an OS for, inter alia, the following orders:

(i) A declaration that the purported removal of the plaintiff as a director of the defendant and/or vacancy of the plaintiff's office of director in the defendant on or around 23 December 2024 is unlawful, null, and void;

(ii) A declaration that the form lodged by the defendant with the Companies Commission of Malaysia pursuant to s 58 of the Companies Act 2016 viz the Notification of Change in the Register of Directors, Managers and Secretaries notifying of the alleged vacancy of the plaintiff's office of director in the defendant is unlawful, null, and void; and

(iii) An order directing the defendant to take all necessary steps to ensure that the records of the defendant with the Companies Commission of Malaysia reflect the plaintiff's directorship in the defendant and that his office of director in the defendant has never been vacated, including but not limited to lodging the necessary notification and documents with the Companies Commission of Malaysia to that effect, within 8 days of being served with the sealed Order herein.

Background Facts

The Contentions Of The Plaintiff [See Plaintiff's Written Submission Enclosure 65 Paragraphs 1 To 10]

[2] The plaintiff's case is that there was a wrongful and improper removal of the plaintiff as a director of the defendant through the misapplication of the automatic vacation provisions in the defendant's articles of association ("Impugned Removal").

[3] The Impugned Removal was orchestrated and carried out by the majority directors of the defendant at a board of directors meeting on 23 December 2024 ("December BODM") by wrongfully alleging or declaring that the plaintiff's office of director had become vacant pursuant to arts 72(g) and/or (h) of Table A in the Fourth Schedule of the Companies Act 1965, which the defendant had adopted as its articles of association.

Impugned Removal Was Not On The Agenda In The Notice Of The December BODM Sent To The Plaintiff

[4] The Impugned Removal was not on the agenda in the notice of the December BODM sent to the plaintiff prior to the meeting; and although the plaintiff had attended the December BODM for 3 hours, the majority directors carried out the Impugned Removal in his absence, after he had left the meeting.

[5] An extract of the minutes of the December BODM shows that the issue of vacation of the plaintiff's directorship was raised, discussed and/or deliberated upon under a new agenda item — one that did not appear in the original agenda sent to the plaintiff prior to the meeting - after the plaintiff left the meeting.

[6] The defendant and/or majority directors never notified or informed the plaintiff about the Impugned Removal, and he had no idea about it until 1 month later (on or around 24 January 2025) when he was served with a striking-out application in one of the pending litigation between the parties, wherein it was alleged that as he was no longer a director, he thus had no locus standi to maintain the action and the action ought to be struck out.

[7] Similar striking-out applications have since been filed by the majority directors and/or their faction in various other suits, either on their own accord or on behalf of the defendant, all relying on the Impugned Removal and alleged loss of locus standi as a basis.

[8] Some of these other suits are derivative actions against the majority directors and/or their faction, in respect of which the Court had granted leave to the plaintiff to commence in the defendant's name and for the benefit and in the interest of the defendant.

[9] It is these legal actions, which seek to expose the wrongdoings and breaches of the majority directors and/or their faction, that they seek to thwart; and their objective was carried out by wrongfully and improperly removing the plaintiff through misapplication of the automatic vacation provisions, in b