Ratiga A/P Markandan v Radha Krishnan A/L Vengadasan (BA-24NCC-148-12/2025)

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1 DALAM MAHKAMAH TINGGI MALAYA DI SHAH ALAM DALAM NEGERI SELANGOR DARUL EHSAN, MALAYSIA SAMAN PEMULA NO.: BA-24NCC-148-12/2025 Dalam perkara hak plaintif-plaintif sebagai pemegang-pemegang saham untuk memanggil suatu Mesyuarat Agung Luar Biasa (“EGM Tersebut”) bagi Manducekap Hi-Tec Sdn Bhd (No. Syarikat: 199701028552 (444051-K)); Dan Dalam perkara EGM tersebut yang ditetapkan pada 26/12/2025 dan/atau mana-mana tarikh yang ditangguhkan; Dan Dalam perkara Relif-Relif Spesifik yang dipohon termasuk Injunksi Quia Timet untuk memelihara hak plaintif-plaintif dan/atau untuk menghalang sebarang tindakan bagi mengelakkan dan/atau menggalakan EGM tersebut; Dan Dalam Perkara Antara Lain Seksyen 310(B) Dan/Atau Seksyen 316 Dan/Atau Seksyen 351 Akta Syarikat 2016; Dan Dalam Perkara Antara Lain Aturan 28, Aturan 29, Aturan 88 Dan/Atau Aturan 92 Kaedah 4 Kaedah-Kaedah Mahkamah 2012.

Schedule

SCHEDULE 1 (Members Of The Third Defendant) NO. MEMBERS SHAREHOLDINGS (ORDINARY SHARES) 1. First Plaintiff 110,000 2. Second Plaintiff 110,000 3. Third Plaintiff 20,000 4. Fourth Plaintiff 1,000 5. First Defendant 221,000 6. Second Defendant 337,000 7. Six other members 411,000 First Requisition Notice (Section 311 of CA 2016) 6. On 5 November 2025, the Plaintiffs issued a requisition notice (“First Requisition Notice”) under Section 311 of CA 2016 to convene an extraordinary general meeting to consider and pass 3 resolutions to appoint the First, Second and Third Plaintiffs as the directors of the Third Defendant. 7. On 15 November 2025, Third Defendant’s company secretary issued a notice to convene an extraordinary general meeting on 1 December 2025 to consider and pass 3 resolutions to appoint the First, Second and Third Plaintiffs as the directors of the Third Defendant (“First EGM Notice”). 8. On 16 November 2025, the First Defendant, who is also a director of the Third Defendant, issued a document titled ‘Memorandum From The Desk Directors’ challenging the validity of the First EGM Notice due to short notice and the lack of a valid Board of Directors’ resolution. 9. On 26 November 2025, the First EGM Notice was later cancelled by the board of directors of the Third Defendant. 10. The Company Secretary of the Third Defendant subsequently issued a notice to cancel the First EGM Notice. Second Requisition Notice (Section 310(b) of CA 2016) 11. The Plaintiffs have discovered that the board members of the Third Defendant were influenced by Subramaniam a/l Paidathally (NRIC: 611227-01-5147) (“Subramaniam”), who has a history of litigation with the Third Defendant, as shown below: (a) firstly, in the Kuala Lumpur High Court Originating Summons No.: D2-24-16-2007 (“OS 16”), Subramaniam was sued for the unlawful sale of the Third Defendant’s shares. On 9 October 2008, the Kuala Lumpur High Court allowed the OS and issued an order against Subramaniam and two others, prohibiting them from selling or transferring 80,000 ordinary shares owned by Rama Row a/l Vengadasan, 80,000 shares owned by Vennarajan a/l Ellapan, 50,000 shares owned by Radha Krishnan a/l Vengadasan, and a further 80,000 shares also owned by Radha Krishnan a/l Vengadasan; (b) secondly, in the Kuala Lumpur High Court Civil Suit No.: D1- 22-1557-2007 (“Writ 1557”), the Third Defendant sued Subramaniam and seven others. On 20 December 2010, the Kuala Lumpur High Court ordered Subramaniam to pay RM1.374 million to the Third Defendant; (c) thirdly, in the Kuala Lumpur High Court Originating Summons No: D5-24-323-2006 (“OS 323”), Subramaniam and another Plaintiff filed a civil suit against the Third Defendant. They sought a declaration that the resolutions made at the extraordinary general meeting on 18 August 2006 were invalid. Additionally, Subramaniam prayed for an injunction to stop certain directors of the Third Defendant from performing their duties. The Kuala Lumpur High Court dismissed OS 323 on 29 March 2010; (d) fourthly, in the Kuala Lumpur Originating Summons No.: D10-24-433-2006 (“OS 433”), certain members of the Third Defendant sued Subramaniam for unlawfully issuing shares of the Third Defendant to himself. On 7 April 2009, the Kuala Lumpur High Court allowed OS 433 and declared that the issuance of 350,000 ordinary shares to Subramaniam was invalid. The court also declared that the directors’ resolution concerning the shares issued to Subramaniam was null and void; and (e) fifthly, in the Kuala Lumpur High Court Originating Summons No.: D4-22-1503-2006 (“Writ 1503”), the Kuala Lumpur High Court had, on 15 May 2007, declared that the Third Defendant was prohibited from acknowledging Subramaniam as its director. 10 12. E. Vennarajan a/l Ellappan, the chairman of the board of directors of the Third Defendant, affirmed an affidavit in Enclosure 29 and stated that during a Board of Directors’ meeting on 26 November 2025, the First and Second Defendant did the following: (a) before the meeting was convened, the Second Defendant refused to stop reading a script or notes prepared by Subramaniam; (b) after reading the script or notes prepared by Subramaniam, the Second Defendant walked out of the meeting; (c) the 2nd Defendant permitted her husband (Hisyammudin Bin Abdul Rashid) to attend the Board of Directors’ meeting despite having no right to do so; (d) the First and Second Defendants refused to participate in the meeting and left approximately 16 minutes later (at or around 10:16 am); (e) the First and Second Defendants also issued unauthorised letters and emails by using the Third Defendant’s letterhead, purportedly based on the resolutions allegedly passed at the alternate meetings without the knowledge of the Chairman of the Board of Directors; and (f) the interference by the First and Second Defendants has disrupted the Third Defendant’s operations, leading to discord within the Board and undermining the confidentiality and integrity of its deliberations. This interference has introduced inappropriate external influence into matters meant solely for directors and has negatively affected the proper management and functioning of the Third Defendant. 13. Therefore, to protect their interest in the Third Defendant, the Plaintiffs issued a requisition notice on 7 December 2025 to call and convene the EGM under Section 310(b) of CA 2016 on 26 December 2025 (“Second Requisition Notice”). 14. The Second Requisition Notice was issued according to the combined shareholdings of the Plaintiffs as detailed in Schedule 2 below.

Schedule

SCHEDULE 2 (Combined Shareholdings Of The Plaintiffs) NO. MEMBERS SHAREHOLDINGS (ORDINARY SHARES) PERCENTAGE % 1. First Plaintiff 110,000 9.09 2. Second Plaintiff 110,000 9.09 3. Third Plaintiff 20,000 1.65 4. Fourth Plaintiff 1,000 0.08 Total 241,000 19.91 15. According to the Plaintiffs, they have met the 10% shareholding threshold specified in Section 310(b) of CA 2016. 16. On 9 December 2025, the Plaintiff filed this OS and sought the aforementioned reliefs against the First and Second Defendants. 17. The Third Defendant is named as a nominal Defendant in this OS. 18. On 23 December 2025, Rozi Bainun JC (as she then was) granted an Interim Quia Timet Injunction pending disposal of the OS (“Interim Quia Timet Injunction”). 13 19. On 26 December 2025, the EGM was convened, during which four ordinary resolutions were passed, appointing all four Plaintiffs as directors of the Third Defendant. 20. Currently, all four Plaintiffs are registered as directors of the Third Defendant with the Companies Commission of Malaysia. ANALYSIS AND FINDINGS Issue No.1 : Has The Interim Inter Partes Quia Timet Injunction Become Academic After The EGM Was Convened On 26 December 2025? 21. Before the EGM, based on the aforementioned series of litigation, serious concerns arose that the convening and holding of the EGM would be prevented or frustrated by the First and Second Defendants. 22. So, the Plaintiffs filed this OS and, in prayer (2), prayed for a quia timet injunction to restrain any anticipated acts of the First and Second Defendants that would prevent or interfere with the EGM. 23. In Interstate M & E Sdn Bhd & Ors v Fore-Sight Trading Sdn Bhd & Ors [2007] 6 MLJ 677, it was held that: “A quia timet injunction is an injunction that is granted in order to prevent an injury from occurring. In PPES Resort Sdn Bhd v Keruntum Sdn Bhd [1990] 1 MLJ 436, the court stated that a ‘quia timet’ injunction is a proceeding by which the court is able to prevent its jurisdiction from being stultified. The words ‘quia timet’ simply mean ‘since he fears’. So if an applicant seeks an injunction before the act of the defendant has occurred then the plaintiff is said to seek a quia timet injunction. Cotton LJ in Proctor v Bayley [1889] 42 Ch D 390 at p 398 observed: The Court of Chancery said, ‘Where a man threatens and intends to do an unlawful act, we will, before it is done, grant an injunction to prevent his doing it, and we will grant it where the act has been done and is likely to be repeated’-jurisdiction is simply preventive.” [Emphasis added] (See also Ting Chuen Peng (suing as representative of State Member for the State of Negeri Sembilan of the United Chinese School Committes’ Association of Malaysia (Dong Zong)) & Ors v Yap Kian @ Yap Sin Tian (sued in his personal capacity and as Chairman of United Chinese School Committees’ Association of Malaysia (Dong Zong) & Anor [2016] 7 MLJ 445, paragraphs 34-35; PPES Resorts Sdn Bhd v Keruntum Sdn Bhd [1990] 1 MLJ 436, 440; Tan Sri Dato’ Kam Woon Wah v Dato’ Sri Andrew Kam Tai Yeow & Anor [2022] MLJU 424 paragraph 14) 24. After hearing the Quia Timet Injunction application inter partes, Rozi Bainun JC (as she then was) granted an Interim Quia Timet Injunction on 23 December 2025, pending the disposal of Enclosure 1. 25. It is pertinent to note that there is no appeal filed by the First and Second Defendants against the Interim Quia Timet Injunction. 26. Since there is no appeal filed by the First and Second Defendants against the Interim Quia Timet Injunction, they have accepted the correctness of the Interim Quia Timet Injunction and cannot now challenge the same (Lim Guan Eng v Ruslan Bin Kassin and Another Appeal [2021] 2 MLJH 514 para.10; Syed Omar Bin Syed Mohamed v Perbadanan Nasional Bhd [2013] 1 MLJ 461 para.20) 27. Since the EGM was already convened on 26 December 2025, the Interim Quia Timet Injunction has now become academic. 28. Therefore, the only issue remaining for the Court to decide is prayer (1) of the OS, which is the Declaration. Issue No.2 : Do The Plaintiffs Have The Right To Call For The EGM Under Section 310(b) Of CA 2016? 29. The Learned Counsel for the First and Second Defendants contended that the Declaration should be dismissed, among others, because of the following reasons: (a) Section 310(b) of CA 2016 only allows a single member of the Third Defendant with at least a 10% shareholding to requisition the EGM; (b) under Section 310(b) of CA 2016, the singular noun ‘member’ is used instead of ‘members’; (c) here, none of the Plaintiffs individually holds at least a 10% issued and paid up share capital of the Third Defendant; and (d) the Plaintiffs cannot rely on the combined shareholdings of 19.91% among the four Plaintiffs to initiate this OS because the singular noun ‘member’ is used in 310(b) of CA 2016. 30. I am unable to agree with the Learned Counsel for the First and Second Defendants’ arguments. 17 31. There is no express term in Section 310(b) of CA that prohibits the members of the Third Defendant from combining their shareholdings and requisitioning the EGM to be convened. 32. For ease of reference, I reproduce Section 310 of CA 2016: “A meeting of members may be convened by: (a) the Board; or (b) any member holding at least ten per centum of the issued share capital of a company or a lower percentage as specified in the constitution or if the company has no share capital, by at least five per centum in the number of the members.” 33. In Golden Plus Holdings Bhd v Teo Kim Hui & Ors [2021] 7 MLJ 852, Ahmad Firuz (now JCA) discussed whether two or more members of a company were allowed to call a meeting under Section 310(b) of CA 2016. The salient facts in Golden Plus are as follows: (a) Teo Kim Hui, Teo Han Tong, and Lau Su-Chen were members of Golden Plus Holdings Bhd; (b) Teo Kim Hui only had 2.64% shares in Golden Plus Holdings Bhd; (c) Teo Han Tong only had 3.71% shares in Golden Plus Holdings Bhd; (d) Lau Su-Chen only had 5.31% shares in Golden Plus Holdings Bhd; (e) once combined, they had 11.66% shareholdings in Golden Plus Holdings Bhd; (f) Teo Kim Hui, Teo Han Tong, and Lau Su-Chen issued a notice for an extraordinary general meeting to be convened on 12 September 2019 to remove the entire board of the company and replace it with two other directors; (g) upon commencement of the extraordinary general meeting on 16 October 2019, Quek Yiing Huey, acting as a proxy for three other members of Golden Plus Holdings Bhd, raised a point of order and impugned the meeting’s validity. She argued that, according to Section 310(b) of the CA 2016, the convenor should have been a single member holding at least 10% of the company’s issued share capital, rather than a group of members whose combined holdings reached that threshold. 19 34. To determine the scope of the word ‘member’ under Section 310(b) of CA 2016, the Learned Judge referred to the following authorities: (a) firstly, Section 4(3) of the Interpretations Act 1948 and 1967 (“Act 388”), which provides: “Words and expressions in the singular include the plural, and word and expression in the plural include the singular” (b) secondly, the decision of the Court of Appeal in Kwan Hing Cheong & Anor v Zung Zang Trading Sdn Bhd [2018] MLJU 213; [2018] 10 CLJ 517; [2018] 1 SSLR 437. In that case, it was held that: “[41] Going by s. 4(3) of Act 388, words in the singular include the plural, and vice versa. We are therefore of the opinion that the words “members” and “requisitionists” in s. 144 of the CA 1965 may be construed to refer to “member” and “requisitionist” in the singular in that section, as the case may be. Thus, it cannot be held against the respondent if there is only one requisitionist, and not more than one requisitionist, who made the requisition for the EGM. Be that as it may, having held earlier that the requisition issued by PW1 is invalid, we do not think that this issue raised by the appellants is material at this stage.” [Emphasis added] (c) thirdly, the High Court’s decision in Granasia Corporation Bhd & Ors v. Choong Wye Lin & Ors And Another Case [2008] 4 CLJ 893. In that case, the Court held that a member could requisition an extraordinary general meeting despite the use of the term ‘members’ in Section 144(1) of the Companies Act 1965, which states: “The directors of a company, notwithstanding anything in its articles, shall on the requisition of members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than one-tenth of the total voting rights of all members having at that date a right to vote at general meetings, forthwith proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than two months after the receipt by the company of the requisition.” [Emphasis added] 21 35. After considering the aforementioned authorities, Ahmad Fairuz (now JCA) dismissed the application to declare the extraordinary general meeting null and void. 36. I am of the considered opinion that the CA 2016 offers a clear legal framework for the requisitioning, convening, and holding of general meetings. 37. Once all statutory conditions are met, the meeting must take place, and shareholders must be able to exercise their voting rights. 38. As far as Section 310(b) of CA 2016 is concerned, the following are the options available to the members to requisition a meeting: (a) firstly, if the company has share capital, a single member holding at least 10% of the company’s issued and paid-up share capital or a lower percentage as specified in the constitution can requisition a meeting to be convened (“First Option”); (b) secondly, if the company has share capital, two or more members with a combined shareholding of at least 10% of the company’s issued and paid-up share capital or a lower percentage as specified in the constitution can requisition a meeting to be convened (“Second Option”); and (c) thirdly, if the company does not have share capital, members with at least 5% of the number of members can requisition a meeting (“Third Option”). 39. In this case, the Plaintiffs’ case falls under the Second Option. 40. Their combined shareholding is 19.91%, surpassing the 10% threshold specified in Section 310(b) of CA 2016. 41. Based on the aforementioned reasons, the Plaintiffs have the right to requisition the EGM. 42. It is also important to note the following: (a) the Second Requisition Notice was issued to convene the EGM; (b) the EGM was convened on 26 December 2025; (c) the majority shareholders duly passed four ordinary resolutions during the EGM; (d) all four Plaintiffs were appointed as the directors of the Third Defendant during the EGM; and (e) the First and Second Defendants not only attended and remained at the EGM but also participated in it. The facts in this case differ from those in Golden Plus Holdings Bhd’s case, where Quek Yiing Huey, the chairman of the meeting, and some members left the extraordinary general meeting and challenged its validity in Court. CONCLUSION 43. The Plaintiffs’ combined shareholdings are 19.91%, exceeding the 10% threshold under Section 310(b) of CA 2016. 44. Therefore, the Plaintiffs were entitled to issue the Second Requisition Notice to convene the EGM. 45. For the reasons stated above, only prayers (1) and (3) of the OS are allowed, with costs of RM20,000.00, which is also inclusive of the cost for the Interim Quia Timet Injunction to be paid jointly and severally by the First and Second Defendants to the Plaintiffs, subject to the allocatur fee. 24 46. Since the Third Defendant is a nominal Defendant and did not oppose the OS, no order as to costs is made against it. Dated this 13th day of April 2026 SGD HELMI BIN HAMZAH JUDICIAL COMMISSIONER HIGH COURT IN MALAYA AT SHAH ALAM NEGERI SELANGOR Counsel for the Plaintiff : Justin Voon Tiam Yu (Tan Ko Xin) (Messrs Justin Voon Chooi & Wing) Counsel for the First and Second Defendants : Nadesh Ganabaskaran (Messrs Malek, Gan & Partners) Counsel for the Third Defendant : Alex De Silva (G.Ragumaren, Erica Sree and Sevina Daphine Sebatian) (Messrs G.Ragumaren & Co.)