Golden Crescent Sdn Bhd v Pdc Associates Sdn Bhd (WA-24NCC-417-08/2024)

PDC ASSOCIATES SDN BHD (Company 199801002209

PELABUHAN BAGAN DATOH SDN BHD (Company 199801012769 (468897-K)) ... DEFENDANTS JUDGMENT [1] Before the court is an application under Section 314 of the Companies Act 2016 seeking orders to convene an extraordinary general meeting (“EGM”) of a company with modified quorum requirements, where deadlock has arisen due to the minority shareholder's non-attendance at previous attempts to hold such meetings. Section 314 of the Companies Act 2016 provides: “(1) This section applies if for any reason it is impracticable -

to call for a meeting of members of a company in any manner in which meetings of that company may be called; or

to conduct the meeting in the manner prescribed by the constitution or this Act.

The Court may, either of its own motion or on the application -

of a director of the company;

of a member of the company who would be entitled to vote at the meeting; or

of the personal representative of any such member, order a meeting to be called, held and conducted in any manner the Court thinks fit.

Where such an order is made, the Court may give such ancillary or consequential direction as the Court thinks expedient.

Such directions may include a direction that one member of the company present in person or by proxy at the meeting be deemed to constitute a quorum.

A meeting called, held and conducted in accordance with an order under this section shall be deemed for all purposes to be a meeting of the company duly called, held and conducted.” [2] The key issues concern the validity of meeting notices, the effect of an unregistered shareholders' agreement on quorum requirements, and whether the court should exercise its powers to enable corporate action where urgent funding is required for a major infrastructure project. The application also raises alternative claims of oppression under Section 346 of the Act, though these are secondary to the primary relief sought regarding the EGM. Background facts [3] The Plaintiff, Golden Crescent Sdn Bhd, is a Malaysian company involved in investment business. The 1st Defendant, PDC Associates Sdn Bhd (“D1”), is involved in land subletting. The 2nd Defendant, Pelabuhan Bagan Datoh Sdn Bhd (“D2”) is involved in shipping and transportation. [4] The Plaintiff holds 55% shareholding in D2 while D1 holds 45%. D2 in turn owns 99% shareholding in Ghadaf Marble Sdn Bhd (“Ghadaf Marble”), with the remaining 1% held by Rosli Bin Mohammad. [5] Ghadaf Marble owns a ferry port encompassing cargo jetty and jetty with individual title PT 150, HSD 14353 Mukim Rungkup, Perak. Prior to the current dispute, Ghadaf Marble had defaulted on a loan from SME Bank, resulting in the appointment of a Receiver & Manager to take over its management. [6] On 9.8.2019, the initial directors of D2 and See Song & Sons Sdn Bhd entered into a 'Share Sale of Pelabuhan Bagan Datoh Sdn Bhd and Discharge of SME Loan' Agreement which allowed See Song & Sons Sdn Bhd to take over shares in D2. See Song & Sons Sdn Bhd then appointed the Plaintiff as its nominee. [7] On 22.8.2019, the Plaintiff and D1 entered into a Shareholders Agreement regarding D2. Subsequently, on 15.12.2019, D2 settled the SME Bank loan amounting to RM11.2 million. [8] Between 29.4.2022 and 22.2.2024, several board meetings of Ghadaf Marble were held to discuss financial difficulties and funding needs for port development. Key discussions included the need for RM4 million to build a Customs, Immigration and Quarantine terminal (29.4.2022), estimated operating expenses of RM9 million (17.6.2022), and construction costs estimated at RM20 million (22.2.2024). [9] On 8.3.2024, D1 offered to sell their 45% shares in D2 to the Plaintiff for RM20 million. However, this offer was revoked via letter dated 26.3.2024. [10] Between April 2023 and July 2024, multiple letters were exchanged regarding approval of banking transactions for D2's Alliance Bank account, which required joint approval from representatives of both the Plaintiff and D1. [11] The Plaintiff attempted to hold four EGMs of D2 on 17.4.2024, 9.5.2024, 30.5.2024, and 31.7.2024. The EGMs were called to consider various resolutions including approval of audited accounts, rights issues for new shares, and appointment of directors. According to Article 46 of D2's Articles of Association, the quorum requirement for meetings is two members. [12] As of the current date, records show that the Plaintiff has provided funding of RM5,193,204.41 out of RM6,372,611.41 (82%) to D2, while D1 has provided funding of RM1,179,407.00 (19%). The Plaintiff filed this action seeking orders regarding the holding of an EGM with reduced quorum requirements, alternatively seeking remedies under Section 346 of the Companies Act 2016 for alleged oppressive conduct. [13] The Shareholders Agreement dated 22.8.2019 was not passed with an Extraordinary Resolution and was not notified to the Companies Commission pursuant to Section 36(3) Companies Act 2016. The Originating Summons [14] The Plaintiff filed an Originating Summons seeking two alternative sets of relief. [15] Under Set 1, the Plaintiff seeks an order that one member of D2 present in person or by proxy shall constitute a quorum for an EGM to be held within 14 days. At this EGM, resolutions would be tabled to approve audited accounts for FY2022, approve two rights issues (897,000 new shares to raise RM28,524,600 and 14,150 new shares to raise RM450,000), appoint See Mei Qi as alternate director to See Kim Hoay, appoint See Ling Show as additional director, and appoint Dato See Kim Boon as D2's corporate representative in Ghadaf Marble. [16] Alternatively, under Set 2, the Plaintiff seeks declarations that D1 has conducted D2's affairs in a manner oppressive to and/or disregarding the Plaintiff's interests, with consequential orders for the Plaintiff to purchase D1's shares at fair value and damages. [17] The application is grounded on two main bases: a) First, that it has become impracticable to hold an EGM of D2 due to D1's deliberate non-attendance at four attempted EGMs, frustrating the quorum requirement under Article 46 of D2's Articles of Association. b) Second, that D1's conduct amounts to oppression of the Plaintiff's interests as a member of D2, particularly through D1's alleged refusal to meet its financial obligations (having contributed only 19% of funding despite holding 45% shareholding) and its non-cooperation in approving banking transactions for D2's account which requires joint approval from both shareholders' representatives. Respective parties’ submissions Plaintiff’s Submissions [18] The Plaintiff, as 55% shareholder of D2 (which owns 99% of Ghadaf Marble), seeks to convene an EGM to address urgent funding needs for port development that has attracted attention from senior government officials. [19] Despite four attempts to hold EGMs with proper notice via AR registered post and email, D1 deliberately frustrated the meetings by non-attendance. [20] While the Shareholders Agreement requires 80% attendance for quorum, this agreement is invalid as it was not registered with Companies Commission of Malaysia (“SSM”) under Section 36(3) Companies Act 2016. Section 36(3) of the Companies Act 2016 states: “The company shall notify the Registrar of the alteration or amendment of its constitution and lodge a copy of the constitution as altered or amended within thirty days from the date the special resolution was passed.” [21] Therefore, the Articles of Association requirement of 2 members for quorum applies, and the court should order that one member suffices given D1's conduct. [22] The resolutions are necessary to raise capital through rights issues, appoint directors, and adopt audited accounts for SSM filing. [23] A single member quorum is justified as D1 has only contributed 19% of the RM6.3 million invested despite holding 45% shareholding, and urgent funding of RM28 million is needed for the port project. D1’s Submissions [24] D1 argues that Ghadaf Marble's affairs are outside the scope of this application since Ghadaf Marble is not mentioned in the intitulement. [25] D1 claims the EGM notices were invalid due to insufficient notice periods and failure to notify the company auditor as required by Section 321 of the Companies Act 2016. Section 321 of the Companies Act 2016 states: “Notice of every general meeting shall be given to –

every member;

every person entitled to a share in consequence of the death or bankruptcy of a member who, but for his death or bankruptcy, would be entitled to receive notice of the meeting;

the auditor for the time being of the company.” [26] D1 maintains there is no genuine deadlock since the Plaintiff holds a 55% majority shareholding. [27] The resolutions, according to D1, raise serious concerns about conflicts of interest regarding payments to companies related to the Plaintiff. [28] D1 argues the proposed share price of RM31.80 is arbitrary and would inappropriately dilute their shareholding. [29] D1 contends the audited accounts require proper scrutiny before approval, given questionable payments to parties related to the Plaintiff. [30] D1 asserts they did not deliberately frustrate meetings but were simply unable to attend due to improper notice procedures. [31] Instead of court orders, D1 suggests the Plaintiff should properly requisition directors to call an EGM with adequate notice to all required parties, including the auditor. [32] Finally, D1 claims the Plaintiff's urgency argument stems from Ghadaf Marble's needs rather than D2's own affairs. Analysis and findings of the court Shareholders Agreement and Quorum Requirements [33] The Plaintiff submits that Article 46 of D2's Articles of Association, which stipulates a quorum requirement of two members, should govern the extraordinary general meeting. They argue that the Shareholders Agreement, which requires 80% shareholder presence for quorum, is inapplicable as it was neither passed by extraordinary resolution nor notified to the Companies Commission pursuant to Section 36(3) of the Companies Act 2016. [34] D1 contends that the Plaintiff cannot selectively disregard the Shareholders Agreement while simultaneously relying on other aspects of the same agreement, particularly concerning obligations to Ghadaf Marble. They maintain that the Shareholders Agreement forms the foundational document governing the parties' relationship and mutual obligations. [35] I find the Plaintiff's position on this issue to be correct. Section 36(3) of the Companies Act 2016 expressly requires that any alteration or amendment to a company's constitution must be notified to the Registrar, with a copy of the constitution as altered or amended to be lodged within thirty days from the date the special resolution was passed. The evidence shows that no such notification or lodgement occurred regarding the Shareholders Agreement. [36] This requirement is not merely procedural. In Beh Chun Chuan v Paloh Medical Centre Sdn Bhd & Ors [1999] 3 MLJ 262, the High Court held that for terms of a shareholders' agreement to bind shareholders inter se under the Companies Act, it is necessary to incorporate them into the articles of association of the company. [37] In that case, despite an executed shareholders' agreement explicitly providing that “the parties shall procure that the memorandum and articles of association of the company be amended” to comply with its terms, no steps were taken by any parties to effect such amendment. The court specifically noted that “in order to ensure that the terms of the shareholders' agreement shall bind the shareholders inter se under the Companies Act 1965, it would be necessary to incorporate them into the articles of association of the company.” [38] Further, the court emphasised that where “the terms in the shareholders did not initiate any proposition to amend the articles to incorporate the terms in the shareholders' agreement into the articles,” the submission that the shareholders' agreement governed the conduct of the company and prevailed over its articles of association was “untenable.” [39] The court concluded that “all the complaints put forth by the petitioner which were anchored on the breach of the agreement must fail,” confirming the primacy of properly incorporated articles of association over separate shareholder agreements. [40] D1's argument about selective enforcement misses the mark. The Articles of Association constitute the primary constitutional document of the company, binding on all members by virtue of Section 33(1) of the Companies Act

This provision expressly states: “The constitution shall, when adopted, bind the company and the members to the same extent as if the constitution had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.” [41] This creates a statutory contract with binding effect on all members, establishing the Articles as the foundational governance framework. While parties may enter into separate contractual arrangements like the Shareholders Agreement in this case, these cannot override the company's constitution unless properly incorporated through the statutory mechanism provided in Section 36(3), which requires notification to the Registrar and lodgment of the altered constitution within thirty days of passing the special resolution. The failure to follow this procedural requirement means the Shareholders Agreement remains a purely private arrangement without constitutional effect. [42] Article 46 of D2's Articles of Association clearly states that “No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, two members present in person shall be a quorum. For the purpose of this regulation 'member' includes a person attending as a proxy or as representing a corporation which is a member.” This provision remains valid and enforceable. [43] The attempt in the Shareholders Agreement to impose an 80% quorum requirement effectively seeks to alter this constitutional provision. Without compliance with Section 36(3) of the Companies Act 2016, which requires that “The company shall notify the Registrar of the alteration or amendment of its constitution and lodge a copy of the constitution as altered or amended within thirty days from the date the special resolution was passed,” such alteration cannot be given effect. [44] The evidence clearly shows that no such notification or lodgement with the Companies Commission of Malaysia occurred regarding the Shareholders Agreement, as confirmed in the Plaintiff's affidavit (Enclosure 2, paragraph 20). [45] Moreover, the 80% quorum requirement in the Shareholders Agreement appears designed to create an effective deadlock, as neither the Plaintiff (with 55% shareholding) nor D1 (with 45% shareholding) can individually satisfy this threshold. Such a provision, if given effect, would frustrate the proper functioning of corporate democracy rather than advance it. [46] Accordingly, I find that Article 46 of the Articles of Association prevails over the conflicting provision in the unregistered Shareholders Agreement. The quorum requirement for the extraordinary general meeting shall be as stated in Article 46, subject to any modification this court may order under Section 314 of the Companies Act 2016. Impracticability of Holding Meetings and Validity of Notices [47] The Plaintiff contends that it has made four attempts to convene EGMs of D2, namely on 17.4.2024, 9.5.2024,

30.5.2024 and 31.7.2024. The Plaintiff asserts that notices were properly served via AR Registered Post in accordance with Article 108 of D2's Memorandum and Articles of Association (“M&A”), with additional notices sent via email. The Plaintiff argues that D1 has deliberately frustrated these meetings by non-attendance, thereby creating an impracticable situation necessitating the court's intervention under Section 314 of the Companies Act 2016. [48] D1 argues that the notices were invalid as they either provided insufficient notice periods or lacked proof of receipt. For the first EGM on 17.4.2024, notice was received on 4.4.2024, providing only 13 days' notice. For the second EGM on 9.5.2024, notice was received on 28.4.2024, providing only 11 days' notice. For the third and fourth EGMs, D1 claims there is no proof of receipt of notices. Additionally, D1 contends that the notices were defective as they failed to include the company auditor as required under Section 321 of the Companies Act 2016. [49] Having thoroughly considered the submissions and evidence, I find that the Plaintiff has established impracticability in holding meetings. In Tamabina Sdn Bhd & Anor v Nakamichi Corporation Bhd [2016] 10 CLJ 148, the Court of Appeal articulated that impracticability can arise from “deliberate non-attendance at meeting after a proper and valid notice had been issued so as to force the meeting to be called off for want of quorum.” [50] In that case, involving a majority shareholder's attempt to remove directors, the court recognised that circumstances making meetings impracticable “could be due to a deadlock situation, an intentional un-cooperative attitude of the directors, a persistent effort to derail the meeting or deliberate non-attendance at meeting after a proper and valid notice had been issued.” [51] The evidence in the present case shows that notices for all four attempted EGMs were properly served in accordance with Article 108 of the M&A, which explicitly permits service by post. Article 108 provides: “A notice may be given by the company to any member either personally or by sending it by post to him at his registered address, or (if he has no registered address within Malaysia) to the address, if any, within Malaysia supplied by him to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing, and posting a letter containing by notice, and to have been affected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.” [52] The Plaintiff took additional steps to ensure receipt by sending supplementary notices via email. This is evidenced by exhibits SKB-52 and SKB-53, which demonstrate communication sent on 17.7.2024,

18.7.2024, and 24.4.2024, well in advance of the respective meeting dates. [53] D1's complaint about insufficient notice periods is unconvincing when examined in light of established legal principles. Article 108 of the M&A specifically provides that service is deemed effected upon posting, not receipt, stating unequivocally that “service of the notice shall be deemed to be effected by properly addressing, preparing, and posting a letter containing by notice, and to have been affected in the case of a notice of a meeting on the day after the date of its posting.” [54] This interpretation is firmly supported by the High Court decision in Eng Man Hin v King's Confectionery Sdn Bhd [2006] 4 MLJ 421, where Justice Ramly Ali emphasised that “the provisions of the Memorandum and Articles of Association constitute the statutory contract between the members or shareholders of a company and must be given due regard. The petitioner cannot ignore it on a vague, unparticularised and unsubstantiated allegation.” In that case, involving disputed management control in a family business, the court determined that the Memorandum and Articles of Association must be respected as the definitive document governing shareholder relations. [55] Similarly here, D1 cannot ignore the clear provisions of Article 108 governing notice requirements, particularly when D1's representatives have consistently acknowledged receipt of other notices sent through identical means. [56] D1's conduct throughout this period reveals a calculated pattern of deliberate non-attendance designed to frustrate legitimate corporate action. For Board of Directors meetings held on 29.11.2023, 13.12.2023, and 29.1.2024 (as evidenced by exhibits SKB-49, SKB-50, and SKB-51), notices were similarly sent by AR Registered Post without acknowledgment, yet D1's representatives consistently attended those meetings without complaint about notice. This selective approach to attendance demonstrates that the non-attendance at EGMs was strategic rather than due to any genuine issue with notice. [57] Particularly telling is the fact that immediately following the 1st EGM attempt on 12.8.2023, D1 made no contemporaneous complaint about notice inadequacy, only raising this issue after proceedings were initiated. [58] Regarding the requirement to notify the auditor, while Section 321 of the Companies Act provides for such notice, any procedural irregularity can be cured under Section 582 of the Companies Act 2016. Section 582 states: “582. Irregularities in proceedings

No proceeding under this Act shall be invalidated by any defect, irregularity or deficiency of notice or time unless the Court is of the opinion that substantial injustice has been or may be caused which cannot be remedied by any order of the Court.

The Court may, if it thinks fit, make an order declaring that the proceeding is valid notwithstanding any such defect, irregularity or deficiency.

Without affecting the generality of subsections (1) and (2) or any other provision of this Act, where any omission, defect, error or irregularity, including the absence of a quorum at any meeting of the company or of the directors has occurred in the management or administration of a company whereby -

any breach of this Act has occurred;

there has been default in the observance of the constitution of the company; or

any proceedings at or in connection with any meeting of the company or of the directors or any assembly purporting to be such a meeting have been rendered ineffective including the failure to make or lodge any declaration of solvency under section 443, the Court -

(A) may, either of its own motion or on the application of any interested person, make such order as the Court thinks fit to -

rectify or cause to be rectified or to negate or modify or cause to be modified the consequences in law of any such omission, defect, error or irregularity; or

(ii) validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of any such omission, defect, error or irregularity;

(B) shall, before making any such order, satisfy itself that such an order would not do injustice to the company or to any member or creditor;

(C) where any such order is made, may give such ancillary or consequential directions as the Court thinks fit; and

(D) may determine notice or summons to be given to other persons of the intention to make any such application or of the intention to make such an order, and whether and how the notice or summons should be given or served and whether the notice or summons should be advertised in any newspaper.

The Court, whether the company is in process of being wound up or not, may extend or abridge any time for doing any act or taking any proceeding allowed or limited by this Act upon such terms, if any, as the justice of the case may require and any such extension may be ordered although the application for the same is not made until after the time originally allowed or limited.” [59] This comprehensive provision specifically empowers the court to validate proceedings despite procedural irregularities, including deficiencies in notice. The court may make such orders as it deems fit to rectify the consequences of any procedural defects. In Lysaght (Malaysia) Sdn Bhd v Liew Swee Mio [2022] 3 CLJ, the High Court affirmed that Section 582 grants the court broad powers to validate irregularities in company administration, specifically including “the absence of a quorum at any meeting of a company.” D1 has not demonstrated how the absence of notice to the auditor has caused any substantial injustice that cannot be remedied by court order. The alleged defect is primarily technical rather than substantive, particularly given that the audited accounts have already been signed by representatives of both shareholders, including Eric Chua of D1. [60] The cumulative effect of D1's conduct has created precisely the type of impracticable situation that Section 314 was designed to remedy. This conclusion is reinforced by M/S Soh Bok Yew & Sons Sdn Bhd v M/S Koko Budi Sdn Bhd & Ors [2009] 7 CLJ, where the High Court recognised that repeated non-attendance at properly noticed meetings justifies court intervention. In that case, Justice Kamardin Hashim held that “the conduct of the defendants in refusing to attend to the meetings pursuant to notice properly issued had resulted in the quorum provisions being incapable of being complied with which has resulted in a deadlock situation.” [61] The parallels to the present case are striking. D1 has systematically avoided attending four properly convened EGMs (on 17.4.2024, 9.5.2024, 30.5.2024, and 31.7.2024), despite notices sent via multiple channels including AR Registered Post and email, as evidenced in exhibits SKB-28 through SKB-31 and SKB-52 to SKB-53. [62] Moreover, as in Soh Bok Yew, D1's non-attendance appears deliberate rather than coincidental, particularly given that D1's representatives attended board meetings noticed through similar means (exhibits SKB-49, SKB-50, and SKB-51). The fact that D1 initially offered to sell their shares for RM20 million (SKB-12) before retracting the offer (SKB-13) further suggests that their non-attendance forms part of a tactical approach rather than reflecting genuine procedural concerns. [63] The present circumstances, involving urgent funding needs for a significant infrastructure project with governmental oversight and public interest implications, warrant the exercise of the court's power under Section 314 to facilitate the holding of a valid EGM. Relevance and Inclusion of Ghadaf Marble's Affairs in the Application [64] The Plaintiff submits that matters concerning Ghadaf Marble are inextricably linked to this application as D2 holds 99% shareholding in Ghadaf Marble. The Plaintiff argues that decisions affecting D2 necessarily impact Ghadaf Marble, particularly given that the proposed resolutions for capital raising are intended to fund Ghadaf Marble's port development project. The Plaintiff emphasises that this corporate relationship is clearly established in the affidavit evidence, specifically in exhibits SKB-3 and SKB-4 - SSM search results for 2nd Defendant and Ghadaf Marble. [65] D1 contends that the court should disregard all submissions regarding Ghadaf Marble as the originating summons makes no reference to Ghadaf Marble in its intitulement. Relying on Cheow Chew Khoon @ Teoh Chew Khoon (Yang Berniaga Sebagai Cathay Hotel) v Abdul Johari bin Abdul Rahman [1995] 4 CLJ 127 (CA), D1 argues that an originating process must state with sufficient particularity the matters to be determined, and the absence of Ghadaf Marble from the intitulement precludes consideration of its affairs. [66] Having carefully considered the submissions, I find that matters concerning Ghadaf Marble are properly within the scope of this application. The evidence demonstrates that Ghadaf Marble's affairs are fundamentally intertwined with D2's corporate purpose and operations. [67] As established in exhibit SKB-4, D2 holds a 99% shareholding in Ghadaf Marble, making it the overwhelming majority shareholder with a direct interest in Ghadaf Marble's success. This shareholding structure is not merely a financial arrangement but represents a strategic operational relationship where D2's primary commercial purpose revolves around Ghadaf Marble's port development project. [68] The affidavit evidence in SKB-43 further confirms this relationship through the “Share Sale of Pelabuhan Bagan Datoh Sdn Bhd and Discharge of SME loan” agreement dated 9.8.2019, which specifically positioned D2 as the vehicle for rescuing and developing Ghadaf Marble's operations. [69] The corporate relationship between D2 and Ghadaf Marble is not merely incidental but forms the very foundation of D2's existence. This is evidenced by the series of board meetings documented in exhibits SKB-7 through SKB-11, which show that D2's primary function has been to support and develop Ghadaf Marble's port project. [70] The meetings from 29.4.2022 through to 22.2.2024 consistently demonstrate that D2's corporate decisions were made in direct relation to Ghadaf Marble's operational needs. Particularly telling is the board meeting of 22.2.2024 (SKB-11), where critical matters such as the RM256,034.87 tax liability and the estimated RM20 million construction costs for the port were discussed as central to D2's own corporate planning. [71] The capital raising initiatives proposed in the contested EGM resolutions directly correspond to these funding requirements, further confirming the inseparable relationship between the two entities. [72] Additionally, as documented in exhibits SKB-33 through SKB-42, the financial flows between D2 and Ghadaf Marble have been extensive and regular, with D2 functioning primarily as a funding conduit for Ghadaf Marble's operational requirements, including critical infrastructure development at the port. [73] D1's reliance on Cheow Chew Khoon is misplaced. That case involved an originating summons for possession of premises where the plaintiff failed to specify whether it was brought under Order 89 (summary procedure for possession) or Order 28, creating confusion regarding applicable procedures. The Court of Appeal held that “a party must not take his opponent or Court by surprise. An originating process requiring an intitulement must state with sufficient particularity, either in its heading or body, the statute or rules of Court under which the Court is being moved.” [74] Here, by contrast, the originating summons clearly identifies the relevant statutory provisions - Sections 314 and 346 of the Companies Act 2016. These sections establish the court's jurisdiction to order meetings where impracticable to hold them and to provide remedies for oppressive conduct. [75] The mere fact that Ghadaf Marble is not specifically named in the intitulement does not preclude consideration of its affairs, particularly when they are directly relevant to the exercise of the court's powers under these clearly identified statutory provisions and are extensively documented in the supporting affidavits which both parties have addressed in their submissions. [76] This interpretation is supported by the High Court's approach in Tung Ah Leek & Anor v Perunding DJA Sdn Bhd & Ors [2005] 3 MLJ 667, where Justice Ramly Ali held that “a company, incorporated under the Company Act 1965 is defined internally by its memorandum and articles of association (M & A). The M & A is a contract between its members on how the company should function.” [77] In that case, the court rejected the plaintiffs' claims that their company was a “partnership” or “single-purpose company” because such understandings were not incorporated into the M&A, noting that “The M & A is considered as 'common law' of the company and one of the most fundamental principles is that 'the majority rules'.” [78] Looking at the commercial reality in this case, however, D2 was established specifically to advance Ghadaf Marble's operations and interests, as evidenced by the Share Sale Agreement (exhibit SKB-43) where both parties entered into the arrangement specifically to save Ghadaf Marble through D2's corporate structure, unlike in Tung Ah Leek where the company's objects clause explicitly contemplated multiple construction activities. [79] Moreover, as evidenced in exhibit SKB-43 (Share Sale of Pelabuhan Bagan Datoh Sdn Bhd and Discharge of SME loan dated 9.8.2019, related to the settlement of the loan to SME Bank), both the Plaintiff and D1 entered into the initial arrangement specifically to save Ghadaf Marble through D2's corporate structure. [80] The evidence reveals a clear sequence wherein the initial directors of D2 and See Song & Sons Sdn Bhd first entered into a “Share Sale” agreement allowing See Song & Sons to acquire shares in D2, after which See Song & Sons appointed the Plaintiff as its nominee. This led to both the Plaintiff and D1 executing the Shareholders Agreement dated 22.8.2019, and culminated in D2's settlement of the RM11.2 million SME Bank loan on 15.12.2019. [81] This substantial 99% ownership structure, coupled with the series of board meetings between 29.4.2022 and 22.2.2024 (documented in exhibits SKB-7 through SKB-11), consistently showing that D2's corporate decisions were made in direct relation to Ghadaf Marble's operational needs, reinforces that D1 cannot now argue that Ghadaf Marble's affairs are irrelevant when they were central to the very formation of the corporate relationship between the parties. [82] The evidence shows that both parties understood and intended that D2 would function primarily to support Ghadaf Marble's operations. [83] The court would be artificially constraining its analysis if it were to ignore the fundamental relationship between these companies. The resolutions proposed in the EGM directly concern D2's ability to fulfil its corporate purpose in relation to Ghadaf Marble. To consider one without the other would result in an incomplete and unrealistic assessment of the matters before the court. Existence of Corporate Deadlock [84] The Plaintiff contends that a genuine deadlock exists at both the board and shareholder levels of D2. At the board level, there is an equal split of directors with two from each side, leading to an inability to even elect a chairman for meetings, as evidenced by the board meetings of 29.11.2023, 13.12.2023, and 29.1.2024. At the shareholder level, despite holding 55% of shares, the Plaintiff argues that its majority position is frustrated by D1's deliberate non-attendance at meetings, preventing the formation of a quorum under Article 46 of the Articles of Association. [85] D1 maintains that no genuine deadlock exists since the Plaintiff holds a 55% majority shareholding against D1's 45%. They argue that in any properly conducted shareholders' vote, the Plaintiff would naturally prevail according to ordinary company law principles, making any claim of deadlock artificial. [86] After careful consideration of the evidence, I find that a genuine deadlock exists within D2. The evidence reveals a pattern of dysfunction at multiple corporate levels. The board meeting minutes exhibited as SKB-49, SKB-50, and SKB-51 demonstrate that even basic governance functions, such as selecting a chairman, have become impossible due to the equal split of directors. Specifically, the minutes dated 29.11.2023 (SKB-49) record that “the meeting could not proceed due to disagreement on who should be elected as chairman,” while the minutes of 13.12.2023 (SKB-50) and 29.1.2024 (SKB-51) show identical impasses, with both sides insisting on nominating their own representative. This directorial deadlock persisted despite multiple attempts to convene properly constituted board meetings, resulting in no corporate decisions being made for over six months. This paralysis at the board level has prevented the company from making necessary operational decisions, including approving critical banking transactions that require joint authorisation from both shareholder groups. [87] The deadlock is particularly evident in the company's inability to address urgent business needs. As shown in exhibit SKB-10 (minutes of 15.12.2023), critical matters such as tax liabilities of RM256,034.87 and development funding requirements remain unaddressed due to corporate gridlock. [88] The port development project, which has attracted attention from high-level government officials including the Deputy Prime Minister and Menteri Besar of Perak, cannot proceed without a capital injection of approximately RM28 million. Exhibits SKB-18 through SKB-24 document a series of communications from Ghadaf Marble urgently requesting financial approvals, all of which remained unactioned due to the deadlock. [89] The High Court in Eka Noodle Bhd v Norhayati bt Tukiman [2021] MLJU 1586 recognised that a shareholder's right to convene meetings is a fundamental right that must be protected and given effect by the courts. In that case, a single shareholder holding 15.77% of shares requisitioned an EGM to remove all existing directors and appoint new ones. Despite the board's refusal to convene the meeting (citing various procedural objections), the court, citing Golden Plus Holdings Bhd v Teo Kim Hui & Ors [2021] 7 MLJ 852 stated that “the right of a shareholder to convene a meeting is an unfettered right, jealously guarded and given effect by the courts in a plethora of cases” and that this right is “equated with the right of a shareholder to vote” which is “sacrosanct to a member and cannot be dispossessed.” [90] This principle is directly applicable to the present case, where the majority shareholder's attempts to exercise their fundamental corporate rights have been systematically frustrated. [91] D1's argument that the Plaintiff's majority shareholding precludes deadlock fundamentally misunderstands the practical realities of corporate governance. As conclusively demonstrated in exhibits SKB-28 through SKB-31, mathematical voting power becomes entirely meaningless when meetings cannot be validly held due to deliberate absence preventing quorum requirements from being met. The Court of Appeal in Tamabina Sdn Bhd & Anor v Nakamichi Corporation Bhd [2016] 10 CLJ 148 specifically addressed this issue, holding that “deliberate non-attendance at meeting after a proper and valid notice had been issued so as to force the meeting to be called off for want of quorum” constitutes a circumstance that makes holding a meeting “almost impossible” and thus creates an impracticable situation warranting judicial intervention under Section 314 of the Companies Act. [92] The evidence conclusively establishes that this deadlock is causing substantial commercial harm extending beyond the company itself. The port development project at Pelabuhan Hutan Melintang, which forms the central business purpose of the company, remains stalled due to this corporate paralysis. The affidavit evidence reveals significant governmental concern, with both the Deputy Prime Minister (who happens to be the Member of Parliament for the area) and the Menteri Besar of Perak having expressed serious apprehension about the project's continued delays. As documented in newspaper reports submitted as evidence, the Terminal Ferry Antarabangsa Hutan Melintang was scheduled to open by April 2024 but remains non-operational. This elevates the matter beyond a mere private corporate dispute to one affecting regional development and public interest, adding considerable urgency to resolving the corporate impasse through judicial intervention. [93] The High Court decision in M/S Soh Bok Yew & Sons Sdn Bhd provides particularly instructive precedent. In that case, Justice Kamardin Hashim recognised that a deadlock can exist even where one party holds a substantial majority stake (84.79%) if corporate mechanisms are deliberately employed to frustrate the exercise of shareholder rights. The court held that “the conduct of the defendants in refusing to attend to the meetings pursuant to notice properly issued had resulted in the quorum provisions being incapable of being complied with which has resulted in a deadlock situation.” The present case presents an even more compelling example of such systematic obstruction, with detailed evidence documenting four separate instances (April 17, May 9, May 30, and July 31, 2024) where D1 deliberately failed to attend properly noticed meetings, explicitly preventing the formation of the two-member quorum required under Article 46 of D2's Articles of Association, despite D2's critical need for capital injection to advance its business objectives. [94] The totality of evidence demonstrates that the deadlock is real and substantial, not merely theoretical. D1's focus on share percentages ignores the practical reality that corporate democracy requires more than mathematical majorities – it requires functional governance mechanisms. Where these mechanisms have been rendered inoperative through deliberate conduct, as here, the court must intervene to break the deadlock. Validity of the 2022 Audited Accounts and Alleged Conflicts of Interest [95] The Plaintiff contends that the 2022 audited accounts have been properly prepared and signed by both parties, including Eric Chua representing D1. The Plaintiff argues that the EGM resolution regarding these accounts is merely to satisfy SSM filing requirements, not to revisit their approval. The Plaintiff maintains that all payments, including those to See Song & Sons Sdn Bhd (RM1,334,115.54) and See Mei Qi (RM80,356.66), were made with D1's full knowledge and approval through the joint banking arrangements. [96] D1 argues that the 2022 audited accounts require proper scrutiny before approval due to alleged conflicts of interest in payments made to See Song & Sons Sdn Bhd and See Mei Qi. D1 contends that these transactions demonstrate improper related party dealings that require thorough examination before the accounts can be approved. [97] Having reviewed the evidence, I find D1's objections to be without merit. The evidence demonstrates that D1 was fully aware of and participated in the approval of these transactions. Exhibit SKB-46 shows that Eric Chua, representing D1, had approved D2’s Financial Statement for Financial Year 31.12.2023. This approval came after full knowledge of the transactions now being questioned. [98] The evidence is particularly compelling regarding D1's awareness of See Song & Sons Sdn Bhd's involvement in the port development. While Exhibit SKB-44 contains a letter dated 8.12.2023 from Ghadaf Marble signed by Eric Chua disputing the dredging works, the response from See Song & Sons Sdn Bhd dated 8.2.2024 provides substantial contrary evidence, including references to communications, invoices, and Eric Chua's physical presence during site visits where See Song & Sons' work was being conducted. See Song & Sons Sdn Bhd’s response specifically notes that Eric Chua was “physically at the Port and taking photos of the dredger” and never raised any objection at the time. Furthermore, exhibit SKB-45 includes photographic evidence of Eric Chua's presence during site visits with the National Security Council and MAQIS, where See Song & Sons' work was being conducted. [99] The banking arrangements of D2, as detailed in the Plaintiff's affidavit, required joint approval from representatives of both the Plaintiff and D1 for any payment transactions. This means that the payments now being questioned could not have been made without D1's explicit approval. D1's current objections appear to be an afterthought, particularly given their prior cooperation in these financial matters. [100] Regarding See Mei Qi's involvement, exhibit SKB-48 shows that all queries about her role and related payments were comprehensively answered in an email dated 8.10.2024. D1's failure to raise contemporaneous objections to these explanations suggests acceptance of their validity. Moreover, exhibit SKB-58 demonstrates that the payment arrangements were properly documented through appropriate banking channels. [101] The commercial context is also significant. As evidenced in exhibits SKB-59 through SKB-61, the port development project has attracted significant public and governmental attention, including conditional approval from Majlis Perbandaran Teluk Intan dated 18.9.2023. The work performed by See Song & Sons Sdn Bhd was essential to this development, and their engagement was known to all parties from the outset of the project. [102] The timing of D1's objections is telling. These concerns were not raised during the actual conduct of business but appear to have emerged only as part of a broader pattern of obstruction. This behaviour must be viewed in the context of D1's initial offer to sell their shares (exhibit SKB-12) and subsequent withdrawal of that offer (exhibit SKB-13), suggesting tactical rather than genuine concerns about the accounts. [103] In these circumstances, requiring further scrutiny of already approved accounts would serve no legitimate purpose and would only further delay necessary corporate actions. The EGM resolution regarding these accounts is, as the Plaintiff correctly states, a procedural requirement for SSM filing rather than an opportunity to revisit previously approved financial statements. Fairness of Proposed Share Price for New Issuance [104] The Plaintiff contends that the proposed share price of RM31.80 for new share issuance has been professionally determined and is being offered equally to all shareholders. The Plaintiff emphasises that this price would apply uniformly whether shares are taken up by the Plaintiff or D1, demonstrating its fairness and non-discriminatory nature. The Plaintiff maintains that this share price was calculated by professional accountants with due consideration of the company's value. [105] D1 argues that the proposed share price of RM31.80 has been arbitrarily determined without any proper valuation basis being demonstrated. They contend that the lack of transparency regarding the valuation method makes the proposed share price unreliable and potentially prejudicial to their interests. [106] Upon careful examination of the evidence, I find that the proposed share price represents a fair and reasonable valuation. Significantly, the price is being offered uniformly to all shareholders, with both the Plaintiff and D1 having equal opportunity to participate in the rights issue at the same price point. This equality of treatment is fundamental to the fairness of the proposed issuance. The evidence reveals that the Plaintiff's professional financial advisors conducted a thorough assessment of D2's business prospects, particularly focusing on the strategic value of the port development project at Pelabuhan Hutan Melintang. Additionally, as noted in exhibit “SKB-46,” the company's signed audited accounts for the year ending 31.12.2022 provide a solid financial foundation for establishing the company's worth. The proposed pricing structure ensures proportional rights to both shareholders, with neither party gaining unfair advantage through the capital raising mechanism. [107] The urgency of the situation provides important context for assessing the proposed share issuance. The evidence, particularly through the board meeting minutes in exhibits SKB-7 through SKB-11, demonstrates the pressing financial requirements - from the initial estimate of RM4 million for CIQ terminal construction (SKB-7), increasing to RM9 million for operating expenses (SKB-8), and ultimately reaching an estimated RM20 million for overall port construction costs (SKB-11). [108] These documented discussions of financial needs, while not directly calculating the share price, establish the commercial context and quantum of funding required. The total proposed fundraising through new share issuance of RM28,524,600 for capital expenditure and RM450,000 for working capital aligns with these documented financial requirements. [109] Further supporting this urgency, exhibit SKB-23 shows Ghadaf Marble's letter dated 29.5.2024 requesting immediate release of RM256,034.87 for overdue tax and penalties, while exhibit SKB-61 contains newspaper articles highlighting governmental concerns about project delays. The Deputy Prime Minister and Menteri Besar of Perak's repeated public statements regarding the port, as referenced during oral submissions, underscore the time-sensitive nature of the required funding. [110] D1's own conduct lends credibility to the proposed valuation. As evidenced in exhibit SKB-12, D1 previously offered to sell their 45% shareholding for RM20 million, only to later withdraw this offer as shown in exhibit SKB-13. This prior willingness to transact at a comparable valuation undermines their current objections to the proposed share price. [111] Furthermore, D1's participation in board meetings where funding requirements were extensively discussed (exhibits SKB-7 through SKB-11) indicates their awareness of the financial needs that inform the current valuation. The chronology of events, particularly D1's initial engagement with funding discussions followed by subsequent obstruction of corporate processes, suggests its concerns about share pricing are tactical rather than substantive. [112] Notably, despite having ample opportunity through its affidavits, D1 never presented an alternative valuation methodology or proposed a different share price that it considered fair, instead focusing on procedural objections to the EGM process. [113] The commercial context further supports the reasonableness of the valuation. The port development project has garnered significant governmental attention and support, as evidenced by the conditional approval from Majlis Perbandaran Teluk Intan dated 18.9.2023 (exhibit SKB-59). The involvement of high-level government officials and the project's strategic importance to the region, as documented in exhibits SKB-60 and SKB-61, suggest that the valuation reflects the company's genuine commercial potential. [114] Moreover, the proposed rights issue structure provides important safeguards. Both shareholders have the opportunity to maintain their proportional ownership by participating in the rights issue at the same price point. This aspect of the proposal ensures that neither shareholder faces unfair dilution unless they choose not to exercise their rights. [115] In these circumstances, requiring further delay for additional valuation exercises would serve no useful purpose and would likely prejudice the company's urgent need for capital injection. The price proposed represents a practical solution to immediate funding requirements while maintaining fairness between shareholders. D1's objection appears to be part of a broader pattern of obstruction rather than a genuine concern about valuation methodology. Requirement of Notice to Company Auditor [116] The Plaintiff acknowledges that while notices were served on members and directors, no separate notice was given to the company auditor as required under Section 321 of the Companies Act 2016. D1 maintains this omission renders the notices fundamentally invalid. [117] Having considered the submissions, I find that while notice to the auditor is a mandatory requirement, this defect can be cured through appropriate directions from the court under Section 314(3) of the Companies Act 2016, which empowers the court to “give such ancillary or consequential direction as the Court thinks expedient.” [118] The evidence shows the proposed EGM primarily concerns resolutions that have limited bearing on audit matters. The audited accounts for the year ending 31.12.2022 have already been signed by both parties (exhibit SKB-46), with the relevant resolution merely seeking formal adoption for SSM filing purposes rather than any fresh examination of the accounts. [119] This is further supported by the Plaintiff's evidence in exhibit SKB-48, where See Mei Qi comprehensively addressed all queries regarding the accounts via email dated 8.10.2024. The financial statements in question had previously received approval from Eric Chua representing D1, who signed these documents after full knowledge of the transactions now being questioned. [120] The primary purpose of the formal adoption resolution is to satisfy the SSM regulatory filing requirements, not to reopen or scrutinise the financial data that has already undergone due process and received signatures from representatives of both shareholding parties. D1's current objections appear inconsistent with their prior documented acceptance of these financial statements. [121] In these circumstances, I direct that: a) The company shall provide written notice to its auditor of all resolutions contained in the previous notices at least 14 days before the date fixed for the EGM; b) Such notice shall include copies of all relevant documents previously circulated to members; and c) The auditor shall be entitled to attend and be heard at the EGM on any matter which concerns them in their capacity as auditor. [122] This approach ensures compliance with Section 321 while avoiding unnecessary delay to urgent corporate action. The evidence shows pressing business requirements, including critical development work at the port project that has attracted governmental attention. A purely technical defect should not frustrate legitimate corporate objectives where it can be appropriately remedied. [123] This direction aligns with the court's powers under Section 314 to facilitate proper corporate meetings while ensuring all statutory requirements are met. It protects the auditor's right to notice and participation while advancing the legitimate interests of the company and its stakeholders. Single Member Quorum and Attendance Rights [124] While I have directed that one member of D2 present in person or by proxy shall constitute quorum for the EGM, it is important to emphasise that this order does not prevent or prejudice D1's right to attend and participate in the meeting. Section 314(4) of the Companies Act 2016 provides that the court's directions “may include a direction that one member of the company present in person or by proxy at the meeting be deemed to constitute a quorum.” The purpose of this provision, and my exercise of it in this case, is to prevent the frustration of legitimate corporate action through deliberate non-attendance strategies. [125] The modification of quorum requirements is a procedural remedy designed to overcome deadlock situations where minority shareholders can effectively paralyse corporate governance by simply not showing up. However, this remedy is not intended to exclude any member from participating in corporate democracy, nor does it diminish their substantive rights as shareholders once present at the meeting. The provision merely ensures that necessary corporate business can proceed despite tactical absences, while preserving all members' rights to attend, speak, and vote if they choose to do so. [126] D1, as 45% shareholder, retains full rights to: a) Attend the EGM in person or by proxy; b) Receive notice of and all documents relating to the EGM; c) Speak on any resolution proposed; d) Vote their shares on all resolutions; and e) Have their votes recorded in the minutes. [127] Indeed, D1's participation would be valuable given the significance of the proposed resolutions, particularly those concerning capital raising and appointment of directors. Their commercial perspective as substantial shareholders could inform discussion of these matters. [128] The modified quorum requirement simply ensures the meeting can proceed even if D1 chooses not to attend. It does not affect the underlying rights attached to their shareholding or their ability to participate if they wish to do so. [129] This approach balances the need for corporate action with protection of minority shareholder rights. D1 can protect their interests either by attending and voting at the EGM, or by pursuing any available remedies if they consider resolutions passed at the meeting to be oppressive or unfairly prejudicial to their interests. [130] The court expects both parties to approach the EGM constructively and in good faith, focusing on the commercial interests of D2 while respecting each other's legitimate rights as shareholders. Alternative Reliefs Under Set 2 [131] The Plaintiff seeks, in the alternative to Set 1, declarations under Section 346 of the Companies Act 2016 that D1 has conducted the affairs of D2 in an oppressive manner and/or in disregard of the Plaintiff's interests, with consequential orders for the Plaintiff to purchase D1's shares at a discounted value to be determined by an independent valuer. [132] Having granted the reliefs sought under Set 1, it is unnecessary to consider these alternative reliefs. The primary purpose of the Plaintiff's application - to convene an EGM with modified quorum requirements to address urgent corporate matters - will be achieved through the orders already made. [133] However, even if it were necessary to consider Set 2, I would decline to grant these reliefs for the reasons below. [134] First, the evidence does not establish conduct rising to the level of oppression or unfair disregard of interests as contemplated by Section 346. D1's non-attendance at EGMs, while frustrating to corporate objectives, occurred in the context of genuine disputes about notice requirements and concerns about the approval of accounts. These circumstances are more appropriately addressed through the mechanism provided by Section 314, as reflected in the Set 1 reliefs granted. [135] Second, the core complaint - D1's alleged failure to contribute proportionately to funding requirements - primarily relates to obligations concerning Ghadaf Marble rather than D2 itself. The evidence shows D1 has contributed RM1,179,407 to D2. While this may be disproportionate to their shareholding, such disparity in financial contribution does not inherently constitute oppressive conduct, particularly where complex questions exist about the nature and extent of shareholders' obligations to fund related companies. [136] Third, the Plaintiff's own evidence shows they hold 55% majority shareholding and effectively control D2. D1, as minority shareholder, is not in a position to oppress the majority. The law generally contemplates Section 346 as protecting minority shareholders from oppression by the majority, not vice versa. [137] Fourth, many of the complaints raised relate to matters appropriate for determination at a properly constituted EGM, which will now proceed under the Set 1 reliefs granted. The Plaintiff will have the opportunity to pass resolutions addressing their concerns about capital calls, appointment of directors, and approval of accounts through proper corporate processes. [138] Fifth, regarding allegations of conflict of interest in payments to related companies, the evidence shows D1 was aware of and initially approved such arrangements. Their subsequent objections appear to arise from legitimate concerns about proper documentation and verification rather than oppressive conduct. [139] In these circumstances, the drastic remedy of forced share purchase at a discount is neither justified nor necessary. The proper course is to allow corporate democracy to function through the EGM mechanism now provided, with both parties retaining their proportional rights and obligations as shareholders. [140] The alternative reliefs under Set 2 are therefore declined. Conclusion [141] Having carefully considered all the evidence and submissions, I am satisfied that the circumstances warrant the court's intervention under Section 314 of the Companies Act 2016. The evidence demonstrates a genuine corporate deadlock arising from D1's systematic non-attendance at properly noticed meetings. While there were technical deficiencies in notice procedures, these can be appropriately remedied through the court's directions. The urgent need for corporate action to advance the port development project, which has attracted significant governmental attention, further justifies the court's intervention. D1's concerns about account approval and share pricing, while noted, do not justify continuing obstruction of necessary corporate processes, particularly given their prior approval of the relevant transactions and the uniform application of the proposed share price to all shareholders. [142] The Originating Summons is allowed in the terms of the Set 1 prayers therein: a) One (1) member of D2 present in person or by proxy shall constitute quorum for an EGM to be held within thirty (30) days from the date of this Order at Tingkat 5, Tower 2, Faber Tower, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur. b) The EGM shall consider and, if thought fit, pass the following resolutions: i) To ratify and approve the audited financial statements for the financial year ended 31 December 2022; ii) To approve a rights issue of 897,000 new shares at RM31.80 per share to raise RM28,524,600.00; iii) To approve a rights issue of 14,150 new shares at RM31.80 per share to raise RM450,000.00; iv) To appoint See Mei Qi as alternate director to See Kim Hoay; v) To appoint See Ling Show as additional director; and vi) To appoint Dato' See Kim Boon as corporate representative in Ghadaf Marble Sdn Bhd. c) Upon passing of Resolutions (b)(iv) and (b)(v), the company secretary shall: i) Update the register of directors pursuant to Section 57 of the Companies Act 2016; and ii) File all necessary notices with the Companies Commission of Malaysia pursuant to Section 58 of the Companies Act 2016. d) The following additional orders shall apply: i) The company shall provide written notice to its auditor of all resolutions contained in the previous notices at least fourteen (14) days before the EGM; ii) Such notice shall include copies of all relevant documents previously circulated to members; and iii) The auditor shall be entitled to attend and be heard at the EGM on any matter which concerns them in their capacity as auditor. e) Costs of RM35,000.00 to be paid by D1 to the Plaintiff, subject to allocator. 28 April 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiff: KF Ee with Saranyah Boopalan (Messrs K.F Ee & Co.) For the 1st Defendant: Kok Onn Aundre (Messrs Onn & Partners)