Balamani A/P Subramaniam v Malaysia Hindu Sangam (BA-24NCC-106-10/2025)

1.

This case concerns an internal dispute within Malaysia Hindu Sangam (“MHS”), a company limited by guarantee and the principal national Hindu organisation in Malaysia. The Plaintiffs, who claim to be delegates or State Chairmen at the material time, challenge the validity of the 48th Annual General Meeting (“AGM”) held on 20 July 2025, as well as the legitimacy of the elections conducted during that AGM and the subsequent decisions of the Central Council.

On 9 October 2025, the Plaintiffs obtained an ex parte injunction restraining the Defendant from convening its 3rd Central Council Meeting (“CCM”). The Defendant now applies to set aside that injunction on the grounds of material non- disclosure, defective undertaking, absence of a serious issue, and lack of locus standi.

The Defendant further submits that the Plaintiffs’ action itself is unsustainable because the 48th AGM was convened in accordance with the Articles of Association (“AoA”), and because the Plaintiffs, as co-opted members, do not possess the legal standing to bring this suit.

After considering all affidavits, documents, submissions, and especially the binding decision in WA-24NCC-827-08/2022 (“the 2023 case”), I find that the ex parte injunction was improperly obtained, that the Plaintiffs lack locus standi, and that no triable issue arises for the Court’s intervention.

2.

MHS is governed by the AoA, which prescribes the structure of the organisation, the powers of the AGM, and the composition of the Central Council. Four Plaintiffs the 1st, 5th, 9th, and 10th were appointed as State Chairmen by Letters of Appointment expressly stating that their positions were held “at the pleasure of the Central Council”.

The 48th AGM was convened on 20 July 2025 following notice published in The Star and Makkal Osai on 27 June 2025. Issues regarding proxy forms were raised, prompting a Circular dated 16 July 2025 allowing alternative authorisation letters.

A three-member verification panel comprising individuals agreed to by both factions validated the delegates.

The AGM proceeded, and the election of office bearers was brought forward with majority agreement. The Plaintiffs participated fully and voted without objection.

On 9 August 2025, the Central Council convened the 2nd CCM and resolved to remove four State Chairmen coincidentally the same four Plaintiffs citing behaviour detrimental to the organisation.

Dissatisfied, the Plaintiffs filed this suit on 4 October 2025 and obtained the ex parte injunction on 9 October 2025.

3.

The issues for determination are as follows:

Whether the Plaintiffs possess locus standi to bring this action;

(ii) Whether the 2023 case applies and governs the Plaintiffs’ status;

(iii) Whether the 48th AGM was validly convened and conducted;

(iv) Whether the dismissal of State Chairmen was lawful;

Whether the ex parte injunction was obtained in compliance with Order 29 ROC;

(vi) Whether the injunction should be set aside;

(vii) What final orders ought to be made.

4.

The Plaintiffs argue that the AGM notice was defective, proxies were manipulated, legitimate delegates were excluded, the election was “ambushed”, and the dismissal of State Chairmen was unlawful.

They assert that an injunction is necessary to preserve the status quo and that Order 29 does not bar the granting of interim relief where a serious issue arises.

5.

The Defendant contends that the Plaintiffs concealed material facts particularly the 2023 case when seeking the ex parte injunction, rendering the injunction fatally flawed under Order 29.

The Defendant asserts that State Chairmen are co-opted, not elected members, and therefore lack the legal standing to challenge organisational decisions.

It is submitted that the AGM complied with all procedural requirements, that the dismissals were lawful under Article 12, and that the injunction has caused substantial disruption to national religious administration.

6.

The first and most fundamental question is whether the Plaintiffs have locus standi.

In the 2023 case Malaysia Hindu Sangam & Ors v Mohan [2023] MLJU 1617, the High Court held that State Chairmen are co-opted members, not elected officers, and that they do not enjoy automatic voting rights or legal authority to challenge the organisation unless expressly authorised.

The Plaintiffs attempted to distinguish the present case by claiming that they now challenge AGM irregularities rather than their appointments. This distinction is artificial. Their standing to sue depends on their legal status, which has already been clearly defined.

As co-opted members serving at the discretion of the Central Council, they do not possess standing to bring actions of this nature.

I therefore hold that the Plaintiffs lack locus standi, and the action is unsustainable for this reason alone.

MATERIAL NON-DISCLOSURE – FAILURE TO DISCLOSE

The duty of full and frank disclosure in ex parte proceedings is strict and uncompromising. This principle has been repeatedly emphasised in a line of authorities: i) Motor Sports International Ltd v Delcont Construction [1991] 1 MLJ 40 – strict compliance required; failure is fatal. ii) Siporex Trade SA v Comdel Commodities [1986] 2 Lloyd’s Rep 428 – any material omission requires discharge of injunction. iii) Delimec Hygiene Sdn Bhd v EMIC Chemicals [1995] 2 MLJ 737 – disclosure must be explicit; cannot rely on inference. iv) Bakmawar Sdn Bhd v Malayan Banking Bhd [1998] 1 MLJ 257 – adverse facts must be highlighted, not merely mentioned.

The Plaintiffs’ suppression of the 2023 High Court decision is a grave breach of this duty, warranting immediate setting aside of the ex parte injunction.

The Plaintiffs failed to disclose the 2023 case when applying for the ex parte injunction. They were personally involved in that litigation, and their failure to bring it to the Court’s attention cannot be inadvertent.

Order 29 imposes a strict duty of full and frank disclosure. Any material fact, including adverse legal authority, must be disclosed.

The 2023 case is directly relevant to standing, the validity of dismissals, and the governance structure of MHS.

The Plaintiffs’ omission misled the Court and rendered the injunction procedurally defective. This failure alone is sufficient to set aside the injunction.

8.

VALIDITY OF THE 48TH AGM 1

The AoA requires publication of notice in a national newspaper. This requirement was satisfied. There is no requirement for personal service.

The Plaintiffs attended the AGM. They suffered no prejudice.

Article 19 permits proxy voting. The Circular of 16 July 2025 merely clarified implementation.

A neutral panel examined the delegates. Plaintiffs participated without protest.

8.2 Exclusion of Delegates

The Plaintiffs adduced no credible evidence of legitimate delegates being excluded.

8.3 Timing of Election

The decision to bring forward the election was openly made and approved by the majority.

The Plaintiffs voted. They cannot now challenge the process simply because the outcome was unfavourable.

The Plaintiffs’ challenge to the timing of the election is barred by the rule in Foss v Harbottle (1843) 2 Hare 461; 67 ER 189, applied in Malaysia in Re Kong Thai Sawmill [1978] 1 LNS

170.Courts will not interfere with intra vires decisions of the majority unless illegality or fraud is proven. No such illegality has been demonstrated.

As precisely explained by Lord Wilberforce in Re Kong Thai Sawmill (Miri) Sdn Bhd; Kong Thai Sawmill (Miri) Sdn Bhd & Ors v. Ling Beng Sung (supra) (Privy Council): The mere fact that one or more of those managing the company possess a majority of the voting powers and, in reliance upon that power, make policy or executive decisions which the complainant does not agree is not enough. Those who take interest in companies limited by shares have to accept majority rule.

The rule in Foss v. Harbottle (supra) has laid down a well known principle which has resulted from the refusal of the court to interfere in the management of a company at the instance of a minority of its members who are dissatisfied with the conduct of the company affairs by the majority or by the board of directors. The court, under the pretext of minority protection under s. 181, should be slow from interfering or enquiring into the desirability or wisdom of the acts of those who control or manage the company's affairs. It cannot be the function of the court to take management decisions and to substitute its opinions for those of the directors and the majority of the members. If the thing complained of is a thing which in substance the majority of the company are entitled to do in accordance with the relevant rules, and regulations then it is only prudent that a meeting of the members be called and ultimately let the majority get their wishes. The justification for the rule is the need to preserve the right of the majority to decide how the company's affairs shall be conducted (see: Lord v. Copper Mines Co [1848] 2 Ph. 740 at 751 and Harben v. Phillips [1883] 23 Ch D 14 at 39 - per Cotton LJ).

9.

The Letters of Appointment expressly state that the position is held “at the pleasure of the Central Council”. Article 12 authorises such removal.

There is no requirement for hearing or cause.

The Plaintiffs accepted these terms; the dismissals were therefore lawful.

The power to remove co-opted members is validated by Malaysia Hindu Sangam v Mohan (supra), which held that such positions are not proprietary rights protected by law. They are held at the discretion of the Council. Therefore, the dismissals were lawful.

10.1 Full and Frank Disclosure

Plaintiffs failed to disclose:  the 2023 case,  the delegate verification process,  their own participation in the election,  correspondence contradicting their allegations.

This omission is fatal.

Authorities emphasise strictness of the duty as decided in Motor Sports (supra), Siporex (supra), Delimec (supra), Bakmawar (supra), Kosma Palm Oil Mill v Koperasi Serbausaha [1980] 2 MLJ 53 - strict disclosure is mandatory.

10.2 Disclosure of Possible Defences

Plaintiffs did not draw the Court’s attention to AoA provisions supporting the Defendant.

10.3 Undertaking as to Damages

Plaintiffs merely stated that they were “prepared to furnish an undertaking”, which is not a valid undertaking.

The failure to furnish a proper undertaking is fatal under Malaysian law. The Court of Appeal in Tan Bun Teet v Menteri Sains, Teknologi & Inovasi [2012] 6 MLJ 1 held that: a. An express undertaking is mandatory; and b. Evidence of financial ability is required.

Plaintiffs’ statement that they were “prepared to furnish an undertaking” does not meet any of these legal requirements.

10.4 Serious Issue to Be Tried

Plaintiffs lack standing. The AGM was valid. Dismissals were lawful. No serious issue arises.

10.5 Balance of Convenience

The injunction has crippled the Defendant’s operations. Plaintiffs’ alleged harm is speculative; the Defendant’s harm is real and severe.

Authorities such as American Cyanamid v Ethicon [1975] AC 396, which holds that an injunction should not be granted where the alleged harm is speculative or where damages would be an adequate remedy, Haji Wan Habib Syed Mahmud v Abdul Taib Mahmud [1986] 2 MLJ 198, which confirms that wider public impact is a relevant consideration in assessing the balance of convenience, and Syarikat Tungaring v Sabah Forest Industries [1990] 2 MLJ 38, which requires applicants to demonstrate real and not merely hypothetical harm, collectively support the conclusion that the injunction in this case having paralysed a national religious organisation, disrupted festival preparations, and impeded essential community functions inflicts disproportionate and legally unacceptable prejudice on the Defendant.

Here, the injunction paralyzed a national religious organisation, disrupted festival preparations, and impeded community functions. Such prejudice is disproportionate and legally unacceptable.

10.6 Adequacy of Damages

Damages can compensate Plaintiffs but cannot compensate an entire national organisation for paralysis.

Consistent with American Cyanamid (supra), damages are adequate for Plaintiffs but wholly inadequate for the Defendant, whose community-wide functions were paralysed.

11.

The Plaintiffs participated fully in the AGM and election and only challenged it after losing.

Their nondisclosure was deliberate.

The Defendant’s evidence is supported by documents and neutral panel minutes.

12.

Courts intervene in voluntary associations only where illegality or breach of the constitution is proven.

This case is driven by internal political dissatisfaction rather than a breach of law.

The Malaysian courts’ application of the Foss v Harbottle rule (Re Kong Thai Sawmill (supra)); reinforces that the Court should not intervene in voluntary associations absent clear illegality. No such illegality is established here.

13.

Plaintiffs lack locus standi.

The 48th AGM was validly convened and conducted.

The dismissals were lawful under Article

12.

The injunction breached Order 29 requirements.

No serious issue arises for adjudication.

The balance of convenience overwhelmingly favours the Defendant.

14.

The ex parte injunction dated 9 October 2025 is hereby set aside.

The Plaintiffs’ Originating Summons dated 4 October 2025 is dismissed for lack of locus standi, absence of illegality, and failure to demonstrate any prima facie case.

Declarations:

The 48th AGM of 20 July 2025 is valid and lawful.

The elections held at the AGM are valid.

All Central Council Meetings held thereafter are valid.

The removal of the 1st, 5th, 9th, and 10th Plaintiffs as State Chairmen was lawful.

Costs of RM3000 are awarded to the Defendant. Dated this 25th November 2025 -sgd- ………………………………….. Datin Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam Counsel for Plaintiff : Mr. Sutha Jayan Rajoo Messrs. Law Chambers of Nithiya Thiahhan Counsel for Defendant : Mr. Vinayah Sri Ram