Halim Bin Othman v 1. ) Norida Binti Hamzah (WA-24NCC-15-01/2024)

NORIDA BINTI HAMZAH (No. K/P: 610912-04-5294)

MOHD AMMAR BIN MOHD HAMIDI (No. K/P: 871220-06-5919)

AEROTREE FLIGHT SERVICES SDN BHD … DEFENDAN - [No. Syarikat: 201101037581(965715-P)] DEFENDAN

This was an oppression action brought by the Plaintiff against the Defendants pursuant to Section 346 of the Companies Act 2016.

The Plaintiff alleged oppressive conduct against three Defendants in their roles as shareholders of the 3rd Defendant-company. The parties are entangled in complex family and business relationships: the Plaintiff and 1st Defendant are husband and wife (married for 18 years), and the 2nd Page 3 of 29 Defendant is the 1st Defendant’s son and the Plaintiff’s stepson.

The Plaintiff holds 30% of the shares in the company (the 3rd Defendant), while the 1st Defendant holds 66.5% and the 2nd Defendant holds 3.5%. The dispute centres around allegations of oppressive behaviour in managing company affairs. The Defendants argue that the Plaintiff’s complaints pertain to his role as a director rather than a shareholder, and assert that no oppression, as defined by the statutory test, has occurred.

In addition, the case is linked to related proceedings in Suit WA-22NCVC-404-07/2023, which involves, inter alia, a claim by the 1st Defendant against the Plaintiff for the recovery of her shares in Aerotree Defence & Services Sdn Bhd (a separate but related company that has business connections with the 3rd Defendant). A]

The 3rd Defendant, Aerotree Flight Services Sdn Bhd (“the Company” or “3rd Defendant”), was incorporated sometime in

The initial shareholders were the Plaintiff and the 1st Defendant, both of whom were also directors of the Company.

The Plaintiff is also a director of Aerotree Defence & Services Sdn Bhd (“ADS”), a related company. The Company owns two Page 4 of 29 hangars - one rented to ADS and another rented to Aerodome Services Sdn Bhd.

The Company’s share capital was increased to RM2,000,000 through funds provided by ADS. The Company obtained financing from SME Bank for hangar construction, with the Plaintiff acting as guarantor and pledging his house as security, in addition to ADS pledging its office.

The 2nd Defendant was appointed as a director of the Company through a members’ resolution and subsequently received shares from the 1st Defendant.

The critical events leading to this action occurred in November

An Extraordinary General Meeting (“EGM”) was convened to remove the Plaintiff as director of the Company.

On Friday, 24.11.2023, in the afternoon, the 1st Defendant issued an EGM Notice fixing the meeting for Monday,

27.11.2023. The stated agenda was the removal of the Plaintiff as director.

On Saturday, 25.11.2023, the Plaintiff issued a letter to the 3rd Defendant’s Company Secretary stating his objections to the short notice and the defective nature of the EGM Notice.

Despite the Plaintiff’s written objections, the Defendants proceeded with the EGM on 27.11.2023 as scheduled. The Page 5 of 29 Plaintiff deliberately refused to attend, maintaining his position that the EGM was invalid.

At the EGM, the 1st and 2nd Defendants, being the only attendees (representing 100% of attending members), voted in favour of the first agenda to waive the notice period. Having achieved this waiver, they then proceeded to the second agenda and passed the resolution to remove the Plaintiff as director.

Following the EGM, a company search of the 3rd Defendant indicated that the Plaintiff had “resigned” rather than being “removed” as director. B]

The Plaintiff filed this Originating Summons on 10.1.2024 under Section 346 of the Companies Act 2016, alleging oppression across seven main complaints and seeking various declarations and orders.

The Plaintiff’s seven complaints comprised: i) First Complaint: Alleged forgery of signature in 2012 resolution for share capital increase. ii) Second Complaint: Unauthorised change of hangar rental account and removal as signatory. Page 6 of 29 iii) Third Complaint: Appointment of 2nd Defendant as director without knowledge and approval. iv) Fourth Complaint: Transfer of shares from 1st Defendant to 2nd Defendant without consent. v) Fifth Complaint: Removal as signatory from Company’s bank accounts. vi) Sixth Complaint: Defective EGM notice and removal as director. vii) Seventh Complaint: Alleged negative impact on Company’s business.

Regarding the EGM process specifically, the Plaintiff argued that pursuant to Section 206(3) read with Section 322(1) of the Companies Act 2016, special notice of at least 28 days is required for resolutions to remove directors. The Plaintiff cited Tan Than Kau & Anor v. RHB Nominees (Asing) Sdn Bhd & Ors [2019] CLJU 1271, which held that where special notice is required, at least 28 days’ notice must be given to the company before the meeting.

The Plaintiff contended that the EGM Notice was fundamentally defective as it provided insufficient notice, was deliberately timed to obstruct his response, and the Defendants proceeded despite his written objections. Page 7 of 29 C]

The Defendants contended that the Originating Summons should be dismissed in its entirety, arguing that none of the complaints constituted oppression within the meaning of Section 346 of the Companies Act 2016.

The Defendants argued that the EGM was validly conducted under Section 316 of the Companies Act 2016, not Section

They contended that: i) Section 316(1) requires only 14 days’ notice for ordinary meetings of a private company. ii) The resolution to remove the Plaintiff was an ordinary resolution, not requiring special notice under Section 322. iii) Section 316(4) and (5) permits shorter notice where 90% of members entitled to attend and vote agree. iv) The first agenda item was to waive the 14-day notice period. v) Since the 1st and 2nd Defendants (representing 100% of attending members) voted in favour of waiving the notice period, the EGM proceeded validly.

The Defendants further argued that even if there were procedural irregularities, Section 582(1) of the Companies Act 2016 provides that proceedings are not invalidated unless substantial injustice is caused. They cited LBG Engineering Sdn Bhd v. Rayston Resources Sdn Bhd [2023] 1 MLJ 649, arguing that the Plaintiff failed to demonstrate substantial injustice.

The Defendants characterised the Plaintiff’s refusal to attend as deliberate frustration, arguing that if the Plaintiff had attended, the waiver motion could not have passed, effectively giving him a veto over legitimate majority decisions.

For the other six complaints, the Defendants maintained their core argument that these related to the Plaintiff’s position as director rather than shareholder, citing authorities such as Re Kong Thai Sawmill (Miri) Sdn Bhd v. Ling Beng Sung [1978] 2 MLJ 227 and Safari Alliance Sdn Bhd v. Tan Chin Lee [2021] MLJU 1600.

The Defendants specifically argued: i) First Complaint (Forgery): The audited accounts for 2013-2022, which the Plaintiff himself signed, demonstrated his knowledge of his shareholding of 750,000 shares (not 500,000 as claimed). Page 9 of 29 ii) Second, Third, Fourth and Fifth Complaints: Proper notice had been given for various meetings, supported by the affidavit of Natasha Che Hamid, the Company Secretary’s assistant, confirming service of the resolutions. iii) Fourth Complaint on Share Transfer: The 1st Defendant was entitled to transfer her shares as there were no pre-emptive rights in the Company’s constitution. iv) Seventh Complaint: Any impact on the Company affected the entity itself, not the Plaintiff qua shareholder. D] THE APPLICABLE LEGAL PRINCIPLES REGARDING

The legal principles governing oppression actions under Section 346 of the Companies Act 2016 are well-established. As stated in Re Kong Thai Sawmill (supra): “Secondly, for the case to be brought within section 181(l)(a) at all, the complaint must identify and prove "oppression" or "disregard". The mere fact that one or more of those managing the company possess a majority of the voting power and, in reliance upon that power, make policy or executive decisions, with which the complainant does not agree, is not enough. Those who take interests in companies limited by shares have to accept majority rule. It is only when majority rule passes over into rule oppressive of the minority, or in disregard of Page 10 of 29 their interests, that the section can be invoked. As was said in a decision upon the United Kingdom section there must be a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a shareholder is entitled to expect before a case of oppression can be made (Elder v Elder & Watson Ltd 1952 SC 49): their Lordships would place the emphasis on "visible". And similarly "disregard" involves something more than a failure to take account of the minority's interest: there must be awareness of that interest and an evident decision to override it or brush it aside or to set at naught the proper company procedure (per Lord Clyde in Thompson v Drysdale 1925 SC 311 315). Neither "oppression" nor "disregard" need be shown by a use of the majority's voting power to vote down the minority: either may be demonstrated by a course of conduct which in some identifiable respect, or at an identifiable point in time, can be held to have crossed the line.” (own emphasis added)

The oppression must relate to the complainant qua shareholder, not merely as a director (Khor Lye Hock & Anor v. Makassar Engineering & Construction Sdn Bhd & Ors [2011] 8 CLJ 476). E] THE COMPLAINT REGARDING THE

I found that oppressive conduct occurred in respect of the Plaintiff’s complaint regarding the manner in which the EGM was conducted.

The central legal dispute concerns whether Section 316 or Section 322 of the Companies Act 2016 applies to director removal resolutions. After careful consideration, the Court finds that Section 322 applies for the reasons stated below.

Section 206(3) of the Companies Act 2016 specifically provides that special notice is required for resolutions to remove directors. Sections 206(1) to (3) states as follows: “(1) A director may be removed before the expiration of the director's period of office as follows:

subject to the constitution, in the case of a private company, by ordinary resolution; or

in the case of a public company, in accordance with this section.

Notwithstanding anything in the constitution or any agreement between a public company and a director, the company may by ordinary resolution at a meeting remove the director before the expiration of the director's tenure of office.

Special notice is required of a resolution to remove a director under this section or to appoint another person instead of the director at the same meeting. (own emphasis added) Page 12 of 29

On the issue of “special notice”, Section 322(1) of the Companies Act 2016 states as follows: “Where special notice is required of a resolution under any provision of this Act, the resolution shall not be effective unless notice of the intention to move it has been given to the company at least twenty-eight days before the meeting at which it is moved.” (own emphasis added)

In Tan Than Kau (supra), the Court held that pursuant to Section 206(3) read with Section 322(1), director removal resolutions require 28 days’ notice and are not effective without such notice.

Given the clear wording of Section 206(1) and (3) read together with Section 322(1) the Defendants’ reliance on Section 316 is misplaced.

Sections 316(1) to (4) of the Companies Act 2016 provide as follows: “(1) A meeting of members of a private company, other than a meeting for the passing of a special resolution, shall be called by notice of at least fourteen days or any longer period specified in its constitution.

A meeting of members of a public company, other than a meeting for the passing of a special resolution, shall be called by notice-

in the case of an annual general meeting, at least twenty-one days or any longer period specified in its constitution; and

in any other case, at least fourteen days or any longer period specified in its constitution.

An annual general meeting may be called by a notice shorter than the period referred to in subsection (2) if agreed by all the members entitled to attend and vote at the meeting.

A meeting of members other than an annual general meeting may be called by a notice shorter than the period referred to in subsection (1) or (2) if so agreed by the majority in the number of members entitled to attend and vote at the meeting, being a majority who-

together hold not less than the requisite percentage in the number of the shares giving a right to attend and vote at the meeting, excluding any shares in the company held as treasury shares; or

in the case of a company not having a share capital, together represent not less than the requisite percentage of the total voting rights at that meeting of all the members. (own emphasis added)

Section 316 applies to general meetings of members, except those held for the passing of a special resolution. It governs the notice periods for general meetings, but when it comes to passing special resolutions, Section 322 prevails, as it is the specific provision and it takes precedence. The applicable maxim here is generalia specialibus non derogant, as held by Justice Wan Yahya (FCJ) in the Federal Court case of Director Of Customs Federal Territory v. Ler Cheng Chye (Liquidator Of Castwell Sdn. Bhd. (In Liquidation)) [1995] 3 CLJ 316: “The relevant maxim in the present appeal is generalia specialibus non derogant - general statements or provisions do not derogate from special statements or provisions, or conversely, specialia derogant generalibus - special provisions derogate from general.” (own emphasis added)

Hence, the waiver provisions in Section 316(4)-(5) cannot override the mandatory special notice requirements outlined in Section 322.

Having established that 28 days’ notice was required, I found the EGM process was fundamentally defective: i) Incorrect Notice Period: The EGM Notice stated 14 days when 28 days was legally required. Page 15 of 29 ii) Inadequate Actual Notice: The notice was issued on Friday afternoon, 24.11.2023, for a Monday meeting on 27.11.2023, providing effectively only 2-3 working days. iii) Disregard for Objections: Despite the Plaintiff’s written objections on 25.11.2023, the Defendants proceeded with the defective meeting. iv) Attempt to Circumvent Requirements: The strategy of using Section 316 waiver provisions to cure Section 322 defects represents an improper attempt to bypass mandatory notice requirements.

Most critically, I found that the Defendants engaged in a deliberate and improper manipulation of the waiver mechanism under Section 316 of the Companies Act 2016. The evidence establishes that the Defendants structured the EGM with two specific agenda items: i) First Agenda: To waive the notice period of fourteen days (despite the fact that the legally required notice period was actually twenty-eight days under Section 322); ii) Second Agenda: To remove the Plaintiff as director.

This strategy employed by the Defendants represents a fundamental abuse of the waiver provisions for the following reasons: i) The Defendants issued a defectively noticed meeting (providing only 2-3 days instead of the required 28 days). ii) They then used the very same defectively noticed meeting to seek approval to waive the notice requirements. iii) When the Plaintiff refused to attend because the notice was defective, the Defendants used his absence to claim 100% approval from “attending members”. iv) They then proceeded to the second agenda, claiming the meeting was now validly constituted.

This creates an unfair process where the Defendants use their own wrongdoing to justify further wrongdoing, defeating the protective purpose of notice requirements. Having already breached the mandatory twenty-eight day notice requirement by providing only fourteen days, the Defendants then attempted to further erode these protections by seeking to waive even this legally insufficient notice period through the very meeting that was defectively convened.

If permitted, this would mean the Defendants could simply: i) Issue defective notice. ii) Use the defective meeting to cure its own defects. iii) Claim validity based on the absence of those who refused to participate due to the original defects.

I found this manipulation of the company procedures particularly egregious because the Defendants effectively acknowledged their strategy. As stated in their submissions, “If the Plaintiff had attended the EGM, then the 1st agenda could not have been passed. It follows that the 2nd agenda would not and could not have been tabled for approval”. This demonstrates that the entire process was designed to circumvent the Plaintiff’s legitimate right to proper notice.

In this regard, I do not accept the Defendants’ Section 582 of the Companies Act 2016 argument. While Section 582(1) provides that proceedings are not invalidated unless substantial injustice is caused, this cannot apply where there is a fundamental breach of mandatory statutory requirements. The 28-day special notice requirement under Section 322 is not merely procedural but substantive, designed to protect minority shareholders from surprise removal of directors.

This conduct constitutes a visible departure from standards of fair dealing and a violation of conditions of fair play as described in Re Kong Thai Sawmill (supra). The attempt to “bulldoze” through the removal process despite clear legal requirements and written objections demonstrates oppressive conduct against the Plaintiff as a shareholder entitled to proper procedural protection. F]

I found that the Plaintiff’s other six complaints fail to establish oppression for the reasons stated below.

I accept the Defendants’ evidence regarding the Plaintiff’s knowledge of his shareholding. The audited accounts of the 3rd Defendant for the years 2013 to 2022, which the Plaintiff himself signed, consistently show his shareholding as 750,000 shares (not 500,000 as now claimed). It is implausible that the Plaintiff was unaware of his shareholding for nine consecutive years whilst signing annual accounts. This complaint is contradicted by contemporaneous documentary evidence.

With regard to the banking and signatory complaints, I am satisfied that proper notices were given for the relevant resolutions. The affidavit of Natasha Che Hamid, the Company Secretary’s employee, confirms that resolutions were circulated to the Plaintiff for approval. As one of the directors of the 3rd Defendant, the Plaintiff had access to information regarding company decisions and cannot claim ignorance of properly notified resolutions.

These complaints relate to internal management decisions rather than shareholder oppression. Banking arrangements and signatory authorities are matters of company administration that do not affect the Plaintiff’s rights qua shareholder (Khor Lye Hock (supra)).

The complaints relate to two specific corporate actions undertaken by way of circular resolutions under Sections 297-308 of the Companies Act 2016: i) the resolution appointing the 2nd Defendant as director on 1.11.2023; and ii) the resolution transferring shares from the 1st Defendant to the 2nd Defendant on 9.11.2023.

The above Resolutions are not excluded under Section 297(2) of the Companies Act. Sections 297(1) and (2) provide as follows: “(1) A resolution shall be proposed as a written resolution by the Board or any member of a private company.

The following shall not be passed as a written resolution:

a resolution under section 206 to remove a director before the expiration of his term of office; or

a resolution under section 276 to remove an auditor before the expiration of his term of office.” (own emphasis added)

Sections 297-308 represent a significant legislative reform that came into force on 31.1.2017, fundamentally transforming corporate governance procedures in Malaysia. Under the previous Companies Act 1965, company decisions required physical meetings with minimum quorum requirements, creating opportunities for minority shareholders to paralyze corporate decision-making by simply refusing to attend meetings. This “weaponisation” of absence could render companies unable to function, as no quorum meant no valid meeting and consequently no binding decisions.

The 2016 Companies Act addressed this issue by introducing written resolutions that obviate the necessity for quorum at physical shareholders’ meetings. As recognized by the Court of Appeal in LBG Engineering (supra), these provisions are “remedial in nature” and prevent situations where “the minority cannot be allowed to frustrate the majority or to check-mate its every move.” The Court of Appeal specifically noted that the new framework prevents “quorum obstruction or denial by dissentient shareholders to frustrate business of the company from being transacted such that the company run by the majority shareholders are stultified and proposals are stalled not by an adverse vote but by quorum denial.”

Under this reformed system, written resolutions must be circulated to all eligible members, and decisions are made by majority vote regardless of physical attendance. This ensures legitimate majority governance while preventing minority shareholders from holding companies “hostage” through deliberate non-participation.

I found no oppression in the earlier appointment of the 2nd Defendant as director or the share transfer (1.11.2023 and 9.11.2023 respectively), which occurred prior to the events giving rise to this action. The evidence demonstrated proper procedural compliance through members’ circular resolutions (“the Circular Resolutions”) passed pursuant to Sections 297-307 of the Companies Act 2016, whereby resolutions Page 22 of 29 were validly circulated to all members and passed by the requisite majority under Section 306(4).

This was substantiated by the affidavit of Natasha Che Hamid, the Company Secretary’s assistant, (Enclosure 32) who confirmed that the appropriate resolutions were properly circulated to all shareholders, including the Plaintiff, for approval in accordance with the statutory requirements for written resolutions. The Plaintiff did not challenge Enclosure 32 and there is no reason to doubt her evidence. In Enclosure 32, Natasha Che Hamid explained that she had prepared the Circular Resolutions and sent them to the Plaintiff via registered post.

Significantly, at the time the Circular Resolutions were passed (1.11.2023 and 9.11.2023 respectively) the Plaintiff was still a director of the 3rd Defendant. He was only subsequently removed as a director at the EGM held on 27.11.2023. His position as a director during this time gave him both legal and practical access to the 3rd Defendant’s records. Therefore, it is unreasonable for the Plaintiff to claim that he was unaware of the Circular Resolutions.

In so far as the share transfers are concerned, the 1st Defendant had the unrestricted right to transfer part of her shares to the 2nd Defendant. This did not reduce or negatively impact the Plaintiff’s shareholding in the 3rd Defendant company. Importantly, the 3rd Defendant’s Memorandum and Page 23 of 29 Articles of Association had no provisions requiring the 1st Defendant to offer the shares to existing shareholders before transferring them to others. In other words, there were no pre-emptive rights provisions or transfer restrictions that would require the 1st Defendant to first offer the shares to existing shareholders before transferring to third parties.

The share transfers between willing parties constitute legitimate corporate transactions within the ordinary course of business. Such transactions, when conducted in accordance with proper statutory procedures and without constitutional restrictions, do not constitute oppressive conduct toward minority shareholders.

The appointment of directors through proper circular resolutions similarly represents valid exercise of majority shareholder rights under the company’s constitutional framework.

The fact that the Plaintiff disagreed with or refused to consent to these transactions did not invalidate their legal effect. The Circular Resolutions were passed by the required majority in compliance with applicable company law provisions under Sections 297-308 of the Companies Act 2016. As the Court of Appeal observed in LBG Engineering (supra), these provisions specifically prevent scenarios where minority shareholders can “stymie and stifle and if need be, to Page 24 of 29 suffocate” companies through deliberate non-participation in corporate governance.

The Plaintiff’s disagreement with the content of the Circular Resolutions, without evidence of procedural irregularities or breach of fiduciary duties, cannot turn valid corporate actions into oppressive conduct. The core principle of corporate governance is that shareholders must accept majority rule (Re Kong Thai Sawmill (supra)).

The alleged impact on the Company’s business affects the 3rd Defendant as a company and not the Plaintiff qua shareholder. If SME Bank loan instalments were not paid, this impacts the Company as an entity and potentially the Plaintiff as guarantor, but the 1st Defendant is also a guarantor and bears similar liability. This is not oppression of the Plaintiff in his capacity as shareholder.

In any event, there is evidence that the SME Bank loan is being serviced and has been paid. The documentary evidence shows that the 3rd Defendant made payments to SME Bank up to January 2024, with all rental monies received from Aerodome being utilised for this purpose. The Plaintiff’s own evidence (albeit redacted) confirms that payments in 2023 were fully made, with only the February 2024 instalment outstanding at the relevant time. This is further corroborated Page 25 of 29 by correspondence from SME Bank dated 19.2.2024 and the bank’s email to the Plaintiff dated 14.3.2024. The allegation of complete non-payment of the SME Bank loan is therefore unsupported by the objective documentary evidence. Overall Assessment of these Six Complaints

These six complaints, individually and collectively, fail the fundamental test established in authorities such as Pan-Pacific Construction v. Ngiu Kee Corp [2010] 6 CLJ 7218 (see also Safari Alliance (supra)). They represent grievances about management decisions or the Plaintiff’s treatment as a director, rather than oppression of his rights as a shareholder. As held in Khor Lye Hock (supra): "… mismanagement in itself is not actionable. Disputes relating to policy or management do not entitle a member to relief under the section. More significantly the oppression in question must affect the petitioning member qua member. The acts complained of must affect the member in his capacity as a member, (see Re Chi Liung & Son Ltd; Tong Chong Fah v. Tong Lee Hwa & Ors [1967] 1 LNS 145 and In The Matter Of Tong Eng Sdn Bhd [1994] 2 CLJ 775 per Selventhiranathan J” (own emphasis added) G]

For the reasons set out above, I allowed the Originating Summons in part only in respect of the complaint regarding the Page 26 of 29 EGM and dismissed the other reliefs related to the remaining complaints. I essentially made the following orders: i) A declaration that the 1st Defendant and 2nd Defendant or any one of them jointly and/or severally have conducted the affairs of the 3rd Defendant in a manner oppressive to and/or disregarding the interests of the Plaintiff as a shareholder of the 3rd Defendant only in respect of the manner in which the Extraordinary General Meeting held on 27.11.2023 was conducted; ii) An order that the Plaintiff be reinstated as a director of the 3rd Defendant; iii) An order that the statutory documents and registers of the 3rd Defendant be rectified by reinstating the name of the Plaintiff as a director of the 3rd Defendant within 14 days from the date of this order; iv) An injunction restraining the Defendants whether by themselves or through their agents or employees from selling the two (2) aviation hangars belonging to the 3rd Defendant located at Sultan Abdul Aziz Shah Airport, Subang, Selangor until the Plaintiff has been reinstated as a director of the 3rd Defendant; v) Costs in the sum of RM20,000.00 (which includes costs of Enclosure 1 and 9 (Plaintiff’s Notice of Application for Page 27 of 29 Interim Injunction) to be paid by the 1st and 2nd Defendant to the Plaintiff (subject to allocator fee). Dated this 22nd day of September, 2025 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) JUDGE HIGH COURT OF MALAYA, (COMMERCIAL DIVISION (NCC 3)) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA COUNSEL FOR THE PLAINTIFF : Meor Amir Bin Meor Omar Baki (Nursyafiqah Binti Nazli (pupil-in-chambers) together with him) Messrs Raja Faisal Iqbal & Meor A-16-01, Tropicana Avenue, Persiaran Tropicana, 47410 Petaling Jaya, Selangor Tel: 03-78898877 Emel: admin@rfim.com.my Page 28 of 29 COUNSEL FOR THE DEFENDANTS : Ahmad Shahrizal Bin Abdul Aziz (Wan Annuar Bin Wan Mohd Noor together with him) Messrs Shah Aziz Level 23-1, Premier Suite, One Mont Kiara, No. 1, Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur Tel: 018-3133877 Emel: shah@shahaziz.com.my LEGISLATION / RULES CITED Companies Act 2016 ▪ Sections 206(1), (2) and (3) ▪ Section 297 ▪ Section 298 ▪ Section 299 ▪ Section 300 ▪ Section 301 ▪ Section 302 ▪ Section 303 ▪ Section 304 ▪ Section 305 ▪ Section 306 ▪ Section 307 ▪ Section 308 ▪ Section 316 ▪ Section 322 ▪ Section 346 ▪ Section 582 Page 29 of 29

Director Of Customs Federal Territory v. Ler Cheng Chye (Liquidator Of Castwell Sdn. Bhd. (In Liquidation)) [1995] 3 CLJ 316

Khor Lye Hock & Anor v. Makassar Engineering & Construction

LBG Engineering Sdn Bhd v. Rayston Resources Sdn Bhd [2023]

Pan-Pacific Construction v. Ngiu Kee Corp [2010] 6 CLJ 7218

Re Kong Thai Sawmill (Miri) Sdn Bhd v. Ling Beng Sung [1978]

Safari Alliance Sdn Bhd v. Tan Chin Lee [2021] MLJU 1600

Tan Than Kau & Anor v. RHB Nominees (Asing) Sdn Bhd & Ors [2019] CLJU 1271