Badan Pengurusan Bersama I Soho I City v 1. ) DHANIAH BINTI ABD SALAM (BA-24NCvC-414-02/2025)

DHANIAH BINTI ABD SALAM 23/10/2025 10:51:06

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AB AZIZ BIN HAJI MOHAMED … DEFENDAN-DEFENDAN JUDGMENT Introduction [1] The Originating Summons (OS) filed by the Plaintiff is to seek these

A declaration that the 5th Annual General Meeting (5th AGM) convened by the Joint Management Body of I SOHO I CITY (JMB) on 21.1.2025 is valid;

A declaration that the appointment of the joint management committee (JMC) members during the 5th AGM on 21.1.2025 is valid;

A declaration that the resolutions passed during the 5th AGM on 21.1.2025 are valid;

An injunction restraining the Defendants from representing themselves as purported JMC members and from issuing any letters/documents on the letterhead of the JMB throughout the term following the 5th AGM on 21.1.2025;

An injunction restraining the Defendants from interfering with the operations of the JMB, including harassing/demanding that the JMB’s management staff, employees and contractors recognise and take instructions from the Defendants as purported JMC members throughout the term following the 5th AGM on 21.1.2025;

General damages;

Exemplary and aggravated damages;

Costs to be borne by the defendants personally;

An order that the personal service of the Order to be dispensed with and that service shall be effected by way of service on the Defendants’ solicitors, if any, and by posting a copy of the Order to the Defendants’ address registered with the JMB by way of certificate of posting and by leaving a copy of the Order at the Defendant’s respective units in I SOHO I CITY;

An order that a penal notice pursuant to Order 45 Rule 7 of the Rules of Court 2012 be endorsed on the Order;

That parties shall be at liberty to apply for further and necessary orders and/or directions; and

Any other and/or further reliefs that this Honourable Court deems fit and just. [2] These documents are of consideration in the hearing before this Court: a) Afidavit Sokongan of Raymond Lai Kok Leong (Plaintiff) affirmed on 08.03.25; b) Afidavit Jawapan of Kua Ming Keong (Defendant) affirmed on 28.03.2025, c) Afidavit Jawapan Raymond Lai Kok Leong affirmed on 14.04.2025. [3] Upon perusing the written submissions filed by the Plaintiff and Defendants and according the respective parties the opportunity to submit orally, this Court decided to allow the said OS. [4] This decision is now being appealed to the Court of Appeal hence the preparation of this Judgment to furnish the deliberations that led to the said decision. Background of case [5] The Plaintiff is the Joint Management Body (JMB) of I City. I City being a commercial strata development located at No. 2, Persiaran Multimedia, Seksyen 7, 40000 Shah Alam, Selangor. [6] During the 4th AGM on 10.7.2023, these individuals were elected as office bearers and committee members (the outgoing JMC) i) Tan Seok Hui (JMB Chairman) ii) Bee Yong Run (Secretary) iii) Pang Khang Chyi (Treasurer) iv) Chua Beng Hua (JMC member) v) Kua Ming Keong (JMC member) vi) Ellapa Ghanthan A/L Rajendran (JMC member who resigned on 1.2.2024) vii) Tiew Kheng Cheong (JMC member who resigned on 31.1.2024) [7] On 6.11.2024 the outgoing JMC gave notice the AGM will be held on 3.12.2024 at Midlands Convention Centre, Shah Alam with a list of eligible voters being published 48 hours before the AGM. The outgoing JMC arranged for Mr. Ken Teo to moderate the AGM. [8] On 3.12.2024 the AGM proceedings began at 11.15 am after a quorum of 64% of proprietors entitled to vote was satisfied with registration of 471 parcels. Upon quorum being constituted Mr Ken Teo as the moderator called for the nomination and voting of the Pesiding Chairman. A demand to vote by way of a poll was made by corporate representative of I-R & D Sdn Bhd, the proprietor of parcel 1. Following the demand to vote by way of a poll, Mr Ken Teo announced that the voting of the 1st item on the agenda will be carried out by way of a poll. [9] Several attendees including the Defendants raised objections on the following: a) The voting of 1st Agenda Item to be carried out by way of a poll; and b) The eligibility of the corporate representative of Parcel No. 1 (car park owner) to vote at the AGM by making reference to the statement of account of the car park unit dated 26.11.2024 which shows an outstanding sum of RM 25,952.57 that remained unsettled. [10] Explanations were proffered by the JMB Chairman, Mr Ken Teo, the JMB’s legal adviser, the JMB’s staff and the JMB’s auditor that the car park owner were eligible to vote and the voting shall proceed by way of a poll but the attendees fused to proceed with the voting by way of a poll, instead making these demands: a) To remove the Chairman so that the meeting could proceed on their terms; b) To disqualify the car park owner as an eligible voter due to non-settlement of arrears; c) To have the voting of the Presiding Chairman conducted by a show of hands, instead of by way of a poll, to deprive the owners of the retail and car park units of their voting rights on their share units. [11] At approximately 2.45 pm the 1st Defendant with the support of other attendees assumed the position of Presiding Chairman by seating herself at the tables at the front of the meeting without being voted to preside over the meeting. [12] In response to this, the JMB Chairman decided to adjourn the AGM which was supported by the JMC members present, except the 8th Defendant. The JMB Chairman then immediately announced that the AGM is adjourned. [13] The 1st Defendant then declared herself as the chairlady and announced to the meeting that she would proceed with the 5th AGM for I City I Soho. At this point the votes that had been cast for the election of the Presiding Chairman had not been counted. [14] After deciding and announcing that the AGM is adjourned and after the announcement by the 1st Defendant declaring herself as chairlady, the JMB Chairman, JMC members (except the 8th defendant) together with the moderator, auditor and legal advisers, left the venue of the meeting. Several owners including the representatives of the car park and retail units also left. The attendees and Defendants however, continued with the meeting, passing resolutions, nominating and electing the Defendants as JMC members. [15] On 4.12.2024 the JMB issued a letter to the Commissioner of Buildings (COB) to provide an update on the events that had transpired pertaining to the adjourned AGM and on 9.12.2024 the Defendants served a copy of the minutes of the adjourned AGM. [16] On 6.12.2024, the outgoing JMC issued a notice to call for the 10th JMC meeting which was held on 12.12.2024 with the attendance of all JMC members except the 8th Defendant who refused to attend. Pursuant to this 10th JMC meeting these resolutions were passed: a) To ratify the decision of the JMB Chairman to adjourn the AGM on 3.12.2024; b) To reconvene the 5th AGM on 21.1.2025. [17] The Defendants meanwhile, issued a letter dated 12.12.2024 to the developer to invite the developer to nominate their representative to be elected as a committee member. Then on 30.12.2024 the JMB received an email from the 9th Defendant who represented himself as the Chairman of the JMC with the email demanding that the JMB hand over management of the JMB to the Defendants. [18] On 16.12.2024 the JMB filed a suit against the Defendants seeking these declarations: a) The adjournment of the AGM is valid; b) The appointment of the Defendants as JMC members after the adjournment of the AGM is invalid; c) The resolutions passed after the adjournment of the AGM are invalid. [19] An ex parte injunction application was also filed with the intention to restrain the Defendants from: a) Representing themselves as purported JMC members and from issuing any letters/documents on the JMB’s letterhead; b) Interfering with the operations of the JMB, including harassing/demanding that the JMB’s management staff, employees and contractors recognise and taking instructions from the Defendants as purported JMC members. [20] An ex parte Order was obtained on 9.1.2025 for those reliefs with the inter partes hearing fixed on 23.1.2025. [21] The JMB reconvened the 5th AGM on 21.1.2025 pursuant to the notice of AGM dated 26.12.2024. An announcement was made at 9.30 am that the AGM will begin after a waiting period of 30 minutes as quorum was not established. The proceedings then began at 10 am with these proprietors elected as JMC members; a) Raymond Lai Kok Leong (Presiding Chairman) b) Pang Kang Chyi c) Lee Seng Yeow d) Soh Teck Hock The defendants opted to not attend this 5th AGM. [22] On 23.1.2025 the High Court came to the finding that the suit is now academic as the JMB has held the AGM on 21.1.2025 and elected JMC members (without making any determination on the merits of the suit) and with this: a) The suit is dismissed; b) The injunction application is dismissed; c) The extension of the ex parte injunction is set aside. [23] It is the averment of the Plaintiff that on 23.1.2025 the 8th Defendant demanded that the building manager hand over the management of the JMB and its accounts to him. The Plaintiff solicitors then issued a letter to the Defendants’ solicitors to inform them to advise the Defendants from attempting a forceful takeover of the management office. [24] The Defendants however took the position that the dismissal of the suit has affirmed the Defendants as the valid JMC members and demanded the JMC members to hand over the management of the JMB to the defendants. [25] On 13.2.2025 the JMB was informed that the Defendants have taken steps to represent the JMB and to submit applications to JMB’s banks to change the signatories for the accounts to the Defendants without notice being given to JMB, their employees or solicitors with this application being made in late January 2025. This led to the JMB instructing their solicitors to issue letters to freeze the accounts and sought an injunction to prevent this from happening. Subsequent to the injunction being granted, the JMB’s banks changed the signatories to the JMC members elected at the 5th AGM. Deliberations of the Court [26] This OS concerns the conflict between 2 factions in Badan Pengurusan Bersama I Soho I City as above stated. The 1st issue that requires determination is whether the JMB can sue in its name. According to section 22(1) of the Strata Management Act (SMA) the JMC members can exercise any powers of the Joint Management Body and according to section 17(3) of the SMA the JMB can sue and be sued in its own name. Section 22(1) of the SMA states: “A joint management body shall elect a joint management committee which shall, subject to any restriction imposed or direction given by a joint management body at a general meeting, perform the joint management body’s duties and conduct the joint management body’s business on its behalf, and may for that purpose exercise any of the powers of the joint management body.” Section 17(3) of the SMA states:

Establishment of a joint management body

The joint management body may sue or be sued in its name. [27] Based on these provisions the JMC members have the authority to appoint the Plaintiff solicitors to file this OS against the Defendants and can do so in the JMB’s name. [28] The JMB Chairman was elected during the 4th AGM held on 04.07.2023. Since the AGM on 03.12.2024 was adjourned by the JMB Chairman and JMC members elected at the 4th AGM would continue to carry out the functions as JMC members until the re-convened 5th AGM held on 21.01.2025 hence the JMB Chairman is authorised to call for the 10th JMC meeting on 12.12.2024. [29] The JMC members only retire at the conclusion of the next General Meeting as per para 2(6) of the Second Schedule of the SMA. The said para states:

Constitution of management committee …

All the members of the management committee of a management corporation shall retire from office at the conclusion of the next annual general meeting. A retiring member of the management committee shall be eligible for re-election but no member of the management committee shall hold office for more than three consecutive terms.” [30] The Notice of the 10th JMC meeting dated 06.12.2024 was valid with there being no objection raised by the 8th Defendant at the material time. The 8th Defendant was a member of the JMC until the 10th JMC meeting on 12.12.2024 and he does not dispute having receiving the 06.12.2024 notice, did not raise any objection as to the Notice and did not tender any apologies for not attending the meeting. [31] This Court is satisfied that sufficient notice was given for the said meeting since it was issued on 06.12.2024, not less than 7 days from the date of the JMC meeting hence complying with the requirement of para 5(3) of the Second Schedule of the SMA. The said para states:

Meetings and proceedings of the management committee

Notice of every meeting shall be given to all members of the management committee not less than seven days before the date appointed for the meeting and such notice shall be displayed on the notice board of the management corporation. [32] The resolution for the appointment of solicitors made by the JMC members during the meeting on 12.12.2024 was made by the JMC on behalf of the JMB thus the appointment of the Plaintiff solicitors was made validly by the JMC to represent the JMB in its legal proceedings. Section 22(1) of the SMA spells out that the JMC shall conduct the JMB’s business on its behalf. [33] This Court is not convinced that the actions of the attendees and the Defendants are satisfactorily explained nor justified which led to the forceful takeover of the AGM. The only explanation forwarded is the allegation that the JMB Chairman failed to address the objections on the eligibility of the car park owners to vote and the attempt to appoint the Presiding Chairman by way of poll was unlawful. However, this action should not be condoned especially in view of the lack of clarity to justify the action. [34] From the affidavits and exhibits in the Court’s records, repeated explanations were given by the JMB Chairman, the staffs, the auditors and the legal adviser as gathered from Annexures A to D yet there was a plain refusal to accept the proffered explanations. This Court is satisfied that sufficient and necessary explanations were made to address the objections raised by the attendees during the AGM on 03.12.2024. [35] The election of the Presiding Chairman by way of poll is valid in reference to the precedent of Perbadanan Pengurusan Mar Vista Resort v Pesuruhjaya Bangunan Kawasan Pentadbiran Majlis Bandaraya Pulau Pinang (Ravindran Kumar A/L Jaganathan & Ors, interveners) 2023 MLJU 1343. “Whether the appointment of Tan Sim Bee as the Chairperson of the 8th Annual General Meeting is valid. [81] One of the reliefs sought by the Applicant in this judicial review application is a declaration that Tan Sim Bee was validly appointed as the Chairperson of the meeting during the 8th AGM which was held on 22.5.2022. [82] During the non-concluded 8th AGM that was held on 22.5.2022, the voting for the appointment of Chairperson was conducted by way of a poll at the request of one Terence Jeyanathan. The two candidates put forward were Tan Sim Bee and the 1st intervener, Ravindra Kumar. The votes for the two candidates were tabulated. The result of the poll was in the favour of Tan Sim Bee, based on the tabulation done by Knight Frank, the property manager. … [85] Ordinarily, any matter that requires a decision at a general meeting is decided on a show of hands, unless a poll is demanded. The normal voting process is to go by a show of hands in their first instance. A poll would be taken only if demanded. The thinking is that a poll would be resorted to in order to provide certainty, if there was some ambiguity regarding the show of hands. In the present case however, the voting of the Chairperson had straightaway proceeded to a poll. There can be no uncertainty regarding the result of a poll. [86] In the premises, I am satisfied that the appointment of Tan Sim Bee as the Chairperson of the 8th AGM is valid. I granted the declaration sought for by the Applicant in this regard.” [36] Furthermore para 17(1) of the Second Schedule of the SMA states that if there is a demand to vote by way of poll then the voting shall be done so and this must also apply to the voting for the Presiding Chairman. In the case herein a demand to vote by way of a poll was made by the corporate representative of I - R & D Sdn Bhd, the proprietor of parcel No. 1 under para 17(1) of the Second Schedule of the SMA and the said demand was not withdrawn despite objections from the attendees. Para 17(1) states:

Manner of deciding matters at general meeting

Any matter that requires a decision at a general meeting shall be decided on a show of hands unless a poll is demanded by a proprietor or his proxy. [37] The position of the Defendants’ is that the voting for Presiding Chairman can only be undertaken by a show of hands is not expressly supported by any provision in the SMA. When it comes to the election of a Presiding Chairman by way of a poll, the word Chairman in para 17(5) of the Second Schedule of the SMA must be interpreted to refer to the JMB Chairman as this will allow the poll to be conducted for the election of the Presiding Chairman upon a demand by a proprietor under para 17(1) of the Second Schedule of the SMA. [38] The word Chairman in para 17(5) is not defined or limited to the Presiding Chairman and should be interpreted as either the JMB Chairman or the Presiding Chairman. Para 17(5) states: Manner of deciding matters at general meeting

Where a poll is taken, it shall be taken in such manner as the chairman thinks fit, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. [39] This Court is convinced that the Chairman has the power to adjourn a meeting when the decision is reasonably justified. The paramount question is the degree as to the reasonableness. Given what had transpired during the AGM on 03.12.2024 this Court finds that the meeting was validly adjourned hence the AGM on 21.01.2025 is valid. [40] On the consideration of the role of Commissioner of Building (COB), there are no provisions that the Plaintiff is precluded from commencing an action in Court and must initially file a complaint with the COB. The COB’s letter dated 16.01.2025 has addressed this by stating: “Berdasarkan kepada isu-isu yang dinyatakan di atas Bahagian ini menasihatkan agar pihak tuan membawa isu di atas ke Tribunal Pengurusan Strata bagi kuasa-kuasa dan isu-isu yang boleh didengari yang diperuntukkan, atau ke Mahkamah yang kompeten untuk mendapatkan keputusan yang lebih tepat berkaitan keesahan AGM dan perlantikan ahli jawatankuasa yang dilantik semasa Mesyuarat Agung Tahunan Kelima i-Soho I-City pada 3 Disember 2024 supaya lantikan yang dibuat tidak boleh dicabar oleh pihak lain. [41] The COB itself does not have the power to decide on the validity of the AGM and the appointment of JMC members at the AGM and this is reflected in the COB’s letters dated 16.01.2025 and 19.02.2025 to the Plaintiff and the Defendants. Excerpt from the letter dated 16.1.2025:

Merujuk kepada kes Yu Kuan Huat v Pesuruhjaya Bangunan Dewan Bandaraya Kuala Lumpur [2023] CLJU 265 (Yu Kuan Huat), mahkamah memutuskan bahawa Pesuruhjaya Bangunan tidak mempunyai kewajipan untuk menyemak samada satu atau semua peruntukan dalam Jadual Kedua berkaitan mesyuarat agung telah dipatuhi. [26] There is nothing in subparagraph 7(8) of the Second Schedule that imposes a duty on the COB to investigate the validity of the general meeting or election of the members of the management committee…[28]…The COB is certainly not under a duty to investigate whether each and every provision of the Second Schedule relating to the convening of the general meeting is complied with when furnished with the stipulated documents after a general meeting. In essence the COB merely acknowledged what was verified in the documents by the MC of Lot 163 through its management committee. Excerpt from letter dated 19.2.2025:

Berkenaan isu pengesahan AGM dan lantikan AJK JMB, dimaklumkan bahawa Pesuruhjaya Bangunan tiada kuasa untuk mengesahkan mesyuarat agung atau mana-mana ahli jawatankuasa yang dilantik. Merujuk kepada kes Dato’ Yu Kuan Huat v Pesuruhjaya Bangunan Dewan Bandaraya Kuala Lumpur [2023] 1 LNS 265, mahkamah berpandangan seperti berikut: [26] There is nothing in subparagraph 7(8) of the Second Schedule that imposes a duty on the COB to investigate the validity of the general meeting or election of the members of the management committee [42] Those issues prevalent herein involve questions of law and to be of determination by this Court and not the COB. The views of the COB are not binding on this Court and has no bearing on the questions of law.

[43] Based on those deliberations, this Court thus allows reliefs 1, 2, 3, 4, 5, 8, 9 and 10 of the Originating Summons. Dated 23rd October 2025. AZMI BIN ABDULLAH High Court Judge Shah Alam High Court COUNSELS Counsel for the Plaintiff: Raymond Mah Mun Kitt/Rachel Ng M/s Mah Weng Kwai & Associates Advocates and Solicitors Level 10-1, Tower B, Menara Prima, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor. Counsel for the Defendants: Lau Yi Leong/Sukhraj Singh Dhaliwal M/s Ling & Yi Leong, Advocates & Solicitors B-6-15, Block B, Oasis Square, No. 2, Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor