Wendy Ooi Su Ghee J:

GROUNDS OF JUDGMENT INTRODUCTION

[1]The Plaintiff filed an originating summons (Enclosure 1) seeking the following reliefs -

(a)a declaration that, at all material times, the purported proposed written resolutions dated 06.04.2025 appointing the 3^rd to 9^th Defendants as directors of the Plaintiff are not resolutions of the Plaintiff’s shareholders which have been duly and properly moved or passed;

(b)a declaration that the insistence and assumption by the Defendants that the 3^rd to 9^th Defendants are directors of the Plaintiff by reason of the purported proposed written resolutions are ineffective, unlawful, null and void;

(c)a declaration that the purported written resolutions dated 06.04.2025 appointing the 3^rd to 9^th Defendants as directors of the Plaintiff are ineffective, unlawful, null and void;

(d)a declaration that the purported appointment of the 3^rd to 9^th Defendants as directors of the Plaintiff was ineffective, unlawful, null and void;

(e)a declaration that, at all material times, the 3^rd to 9^th Defendants are not valid or lawful directors of the Plaintiff;

(f)a declaration that all acts of the 3^rd to 9^th Defendants in their purported exercise of the powers and functions of the Plaintiff’s directors are ineffective, unlawful, null and void;

(g)a declaration that all acts of the 1^st, 2^nd, 4^th to 6^th and 10^th to 12^th Defendants (in their respective capacities as directors or shareholders of the Plaintiff) arising from, in connection with or relating to the purported written resolutions dated 06.04.2025 appointing the 3^rd to 9^th Defendants as directors of the Plaintiff and the wrongful assumption that the Proposed Candidates were valid and lawful directors of the Plaintiff are ineffective, unlawful, null and void;

(h)costs on a full indemnity basis; and

(i)such further, consequential or other relief as this Honourable Court deems fit.

[2]Numerous affidavits and submissions were filed and exchanged by the Plaintiff and Defendants in support as well as in resisting Enclosure 1.

[3]Upon reading the aforesaid voluminous documents, this Court allows Enclosure 1 with costs based on the reasons set hereinbelow.

BACKGROUND FACTS

[4]A summary of the background facts is as follows.

[5]On 09.04.2025, the Plaintiff company, Sungei Bongkoh Estate Sdn Bhd (“Company”) filed an originating summons against twelve (12) shareholders and/or directors of its Company vide PA-24NCC-14-04/2025 (“Main Suit”).

[6]The Company has 15 members on its board of directors (“Board”). Of these 15 directors, the positions of 8 directors are not in dispute herein.

[7]The 1^st and 2^nd Defendants are directors in the Company and these two directors are among the eight (8) undisputed positions abovementioned.

[8]However, as at 01.04.2025, there were seven (7) vacancies on the Board. Hence, the Board issued a notice to convene a Board meeting on 07.04.2025, to amongst others, appoint additional directors to fill the vacancies thereof.

[9]By way of a proposed written resolution dated 06.04.2025 (“PWR”) sent on even date via electronic mail to the Company, the 4^th, 5^th, 10^th - 12^th Defendants who hold 62% of the shares in the Company (“Majority Shareholders”) requested the Company to circulate the PWR to appoint the 3^rd to 9^th Defendants as directors of the Company.

[10]By virtue of the fact that the PWR had been duly signed by the shareholders who held 50.63% shareholding in the Company, and pursuant to s.306(4)Companies Act, 2016

[11]The Board did not agree with the Majority Shareholders’ stance and appointment of the Majority Faction Directors.

[12]On 07.04.2025, the Board convened a meeting following the notice dated 01.04.2025 whereupon seven (7) individuals were appointed as directors of the Company (“Minority Faction Directors”).

[13]The appointments of the Minority Faction Directors led to a counterclaim by the Defendants against the Company and eleven (11) of its directors (“Counterclaim”) vide an Affidavit affirmed on 29.04.2025 (Enclosure 12).

[14]Hence,