Category: Malayan Law Journal

COURT OF APPEAL (PUTRAJAYA)
MOHAMAD ZABIDIN MOHD DIAH, S NANTHA BALAN AND DARRYL GOON SIEW CHYE JJCA
CIVIL APPEAL NO P-01(A)-172-04 OF 2021
9 September 2021

JUDGMENT OF THE COURTIntroduction

[1]  The appellants are Lembaga Minyak Sawit Malaysia (Malaysian Palm Oil Board) (First Appellant) and Ketua Pengarah Lembaga Minyak Sawit Malaysia (Director General – Malaysian Palm Oil Board) (Second Appellant). The First Appellant is a statutory body established pursuant to the Malaysian Palm Oil Board Act 1998 (“the Act”) to promote and develop national objectives, policies and priorities for the wellbeing of the Malaysian palm oil industry. The Second Appellant is the Director General of the First Appellant appointed under the Act. The Respondent is Innovans Palm Industries Sdn. Bhd (Company No.: 385096-K) (“Respondent”). The Respondent is licensed by MPOB to sell, purchase, store and export various palm oil products.

HIGH COURT (KUALA LUMPUR)
LIZA CHAN SOW KENG JC
CIVIL SUIT NO WA-22NCC-459-09 OF 2020
8 May 2021

GROUNDS OF JUDGMENTIntroduction

[1]  The 1^st, 3^rd, 4^th, 6^th, 7^th and 8^th Defendants’ application in enclosure (“Enc”) 13 to strike out the Writ and Statement of Claim is grounded on Order 18 r 19(1)(a), (b) and/or (d) of the Rules of Court 2012 (“ROC 2012”) and/or under the inherent powers of the Court.

[2]  The 5^th Defendant’s application in Enc. 36 to strike out the Amended Writ and Statement of Claim is similarly grounded on Order 18 r 19(1) (a), (b) and/or (d) of the ROC 2012, and/or under the inherent powers of the Court.

[3]  On 15^th March 2021, I dismissed Enc. 13 with costs whilst Enc. 36 was dismissed with costs on 30^th March 2021. As the matters were related, it is convenient to deal with both enclosures in one judgment.

HIGHT COURT (KUALA LUMPUR)
ASHRAF REZAL ABDUL MANAN
SUIT NO D-22NCC-776 OF 2009
3 June 2021

GROUNDS OF JUDGMENT

(ASSESSMENT OF DAMAGES BEFORE REGISTRAR IN ENCLOSURE 80 & 81)Introduction

[1]  This case concerns two assessments of damages ordered by the learned trial judge dated 27 December 2012 in favour of Plaintiffs against TRA Mining (Malaysia) Sdn Bhd (TRA), the first defendant (Enclosure 80) and Mohd Afrizan bin Hussain (Afrizan), the second defendant (Enclosure 81).

[2]  This case has a very long litigation history. The main action commenced in 2009 which then involved subsequent lawsuits in several courts and various stages of appeal proceedings. The judgment ordering for this assessment of damages had gone up to the appellate courts and was affirmed eventually. The matter was then remitted to the High Court for assessment of damages. I shall state, at the outset, that when this assessment was directed to proceed before a registrar, Circular No.2/2021 of the Chief Judge of Malaya dated 30 March 2021 has yet been in place.

[3]  Both assessments were done by way of affidavit evidence. In this judgment, I shall refer the parties as they were referred to in the Federal Court judgment.

HIGH COURT (KUALA LUMPUR)
ROZANA ALI YUSOFF J
CIVIL SUIT NO WA-21NCVC-10-02 OF 2016
30 September 2021

JUDGMENTA. INTRODUCTION

[1]  The Plaintiff is seeking against the Defendant, inter alia, as follows:

[a] The lands it surrendered for free to the 1^st and 2^nd Defendants remain as schools for the benefit of the residents of the Plaintiff’s development; or

[b] Alternatively, the return of the lands it surrendered for free to the 1^st and 2^nd Defendants in return for which the Plaintiff is willing to pay to the 1^st and 2^nd Defendants reasonable compensation.

[2]  However, the Plaintiff in their submission submitted that they are not seeking for monetary damages notwithstanding the fact the lands were surrendered for free to build schools. At all material times, the Plaintiff has never relinquished its’ proprietary rights (either in law or in equity) on the lands.

HIGH COURT (KUALA LUMPUR)
NADZARIN WOK NORDIN JC
COMPANIES (WINDING UP) NO WA-28NCC-1315-12 OF 2019
8 January 2021

JUDGMENT

[1]  By way of a winding-up petition dated 12.12.2019 (Petition), the Petitioner, one WTWT Sdn Bhd (Petitioner) had sought to wind up the 1st Respondent company, Lysaght (Malaysia) Sdn Bhd (R1) pursuant to sections 465(1)(f) and 465 (1)(h) of the Companies Act 2016 respectively.

[2]  The main grounds relied on by the Petitioner are inter alia as follows:-

• a)using R1 as an instrument of fraud to take over control of Lysaght Galvanized Steel Bhd (LGS), a public company listed on the Bursa Malaysia without complying with the requisite laws and regulations governing takeover
• b)Chew Brothers (M) Sdn Bhd, the 2nd respondent herein (R2) and its nominee directors acting in their own selfish interest to obtain control in breach of the original substratum and constitution through removal of entrenched rights of shareholders
• c)breakdown of mutual trust and confidence as evidenced by the ongoing litigation and failure to achieve quorum for the meetings
• d)permanent deadlock in the management of R1 whereby no business can be transacted due to quorum failure
• e)denial of income through refusal to pay dividends despite RM110,000,000 cash pool
• f)winding-up would be fairest and most equitable way forward
• g)winding-up would cause little disruption and indeed would resolve all disputes

HIGH COURT (KUALA LUMPUR)
AHMAD FAIRUZ ZAINOL ABIDIN J
SAMAN PEMULA NO WA-24NCC-474-09/2019
30 August 2021

GROUNDS OF JUDGMENTIntroduction

[1]  Enclosure 1 is the Plaintiff’s application pursuant to s. 355 of the Companies Act 1965 (“the CA 1965”) and/or s. 582 of the Companies Act 2016 (“the CA 2016”) to validate the Plaintiff’s board of directors’ resolutions passed at two (2) board meetings held on 28.5.2019 and 3.6.2019.

[2]  The resolutions that the Plaintiff sought to validate are as follows: –

• (a)approving the appointment of Mr. Heng Chiang Pooh from FMS Management Services Sdn. Bhd. as the company secretary;
• (b)approving the audited financial statements for the years ended 31.12.2015, 31.12.2016 and 31.12.2017 for circulation to the shareholders and auditors at the forthcoming Annual General Meeting (AGM);
• (c)approving the Director’s Report and Statement by Directors, authorizing the following directors, namely Chew Kar Yoo @ Chew Kar Hoo and Lim Fong Boon to sign the Director’s Report and Statement by Directors for and on behalf of the board and approving the said Director’s Report and Statement by Directors for inclusion with the audited financial statements for the years ended 31.12.2015, 31.12.2016 and 31.12.2017 respectively for circulation in accordance with s. 257 of the CA 2016;
• (d)authorizing the director, Lim Fong Boon to sign the Statutory Declaration as the Director/Officer primarily responsible for the financial management of the Plaintiff pursuant to s. 251(1)(b) of the CA 2016 and approving the Statutory Declaration for inclusion with the audited financial statements for the years ended 31.12.2015, 31.12.2016 and 31.12.2017 respectively for circulation in accordance with s. 257 of the CA 2016;
• (e)to convene the 36th AGM after an Order from this Honourable Court and authorizing the Managing Director to fix the venue, date and time of the AGM thereafter as well as to authorize the Company Secretary to circulate the audited financial statements for the years ended 31.12.2015, 31.12.2016 and 31.12.2017 and to send the Notice of AGM to all members and auditors; and (Collectively referred to as “the First Resolution”)
• (f)appointing Sreenevasan Young to represent the Plaintiff to file this application and to do all necessary things to regularize the Plaintiffs board meeting held on 28.5.2019.

HIGH COURT (PENANG)
GEORGE VARUGHESE JC
SEMAKAN KEHAKIMAN NO PA-25-50-09/2020
1 July 2021

GROUNDS OF JUDGEMENTIntroduction

[1]  Enclosure 1 is the applicant’s judicial review application, seeking orders for certiorari, declaration, prohibition and mandamus under Order 53, Rules of Court 2012 (“ROC 2012”).

[2]  In enclosure 1, the applicant challenged the decision of the 2^nd respondent in rejecting the applicant’s claim of ownership and request of return of 4,579.91 metric tonnes of used cooking oil (“UCO”) seized by the respondents on 26/05/2020 under the Malaysian Palm Oil Board Act 1988 (“MPOBA 1998”) (“Impugned Decision”).

[3]  The applicant, inter alia, sought for the following orders:

• (i)an order of certiorari to quash the Impugned Decision;
• (ii)a declaration that the Impugned Decision is erroneous in law and/or ultra vires and/or irrational and/or illegal and/or in breach of natural justice;
• (iii)an order of prohibition to prohibit the respondents from taking any steps to enforce and/or assert any right of ownership or to sell the UCO;
• (iv)an order of mandamus to compel the 1st and/or 2^nd respondent to release and/or return the UCO or the proceeds of any sale of the UCO and all books, records, documents or other articles seized by the respondents to the applicant within seven (7) days from the date of the Order herein; and
• (v)an order of general damages to be assessed by this Honourable Court.

COURT OF APPEAL (PUTRAJAYA)
YAACOB MD SAM, RAVINTHRAN PARAMAGURU AND GUNALAN MUNIANDY JJCA
CIVIL APPEAL NOS B-02(NCVC)(W)-1785-09 OF 2018 AND B-02(NCVC)(W)-1786-09 OF 2018
21 September 2022

GROUNDS OF JUDGMENTINTRODUCTION

[1]  Before us are 2 appeals which, for convenience we would refer to as Appeal No. 1785 and Appeal No. 1786 (“1st and 2^nd Appeals”). The 1^st Appeal is by the 1^st Defendant (“D1”) in the civil suit heard by the Learned Judicial Commissioners (“LJC”) in the Shah Alam High Court whereas the 2^nd Appeal is by the Plaintiffs (“P1 and P2”) in the same civil suit. The Appellant (D1) in the 1^st Appeal is dissatisfied with the LJC’s decision to allow the Plaintiffs’ claim against him and dismiss his counter-claim whereas the Appellants (P1 and P2) in the 2^nd Appeal are dissatisfied with the LJC’s decision to invoke S.66 of the Contracts Act, 1950 and consequentially, to order restitution to the original positions 3 pieces of landed properties that originally belonged to the Plaintiffs that were the subject of the suit before the High Court (“the Subject Properties”).

HIGH COURT (KUALA LUMPUR)
ADLIN ABDUL MAJID JC
SUIT NO WA-22NCC-310-07 OF 2017
26 September 2021

Lim Kian Leong (Alvin Oh Seong Yew and Jessica Chong Een Min with him) (Sia Siew Mun & Co) for the plaintiffs.
Wong Rhen Yen (Vincent Lim and Emily Wong with him) (Dennis Nik & Wong) for the defendants.

JUDGMENT

(Assessment of Damages)A. Introduction

[1]  The Plaintiffs applied for assessment of damages following a judgment obtained against the Defendants on 28 August 2018 (“Judgment”).

[2]  The court awarded general damages of RM200,000 to the Plaintiffs. The reasons for this decision are as set out below.

Decision

[43]  In coming to this decision, a clear distinction was required to be made between special damages and general damages. It is not disputed that special damages have not been pleaded by the Plaintiffs, and the issue that has come before the court is only on the assessment of general damages, which is clearly ordered in the Judgment.

[44]  The Plaintiffs had set out a list of losses sustained by the Plaintiffs, which they claimed should guide the court in the assessment of damages. The Plaintiffs also claimed damages arising from emotional distress and loss of reputation.

[45]  However, I find that the losses listed fall within the category of special damages, which have not been pleaded. Notwithstanding the fact that these special damages have not been pleaded, I did in any event consider each category of losses set out by the Plaintiffs, to guide me in the assessment of damages claimed. Even then, I found that these damages were not sufficiently proven.

[46]  In relation to damages arising from emotional distress and loss of reputation, I also find that these damages have not been proven.

[47]  I have however taken into account the hardship suffered by the Plaintiff in dealing with Suit No. 1017 and the Fraudulent Trading Action. In this regard, I granted an amount of RM200,000, which I consider to be a fair and reasonable sum of general damages to the Plaintiffs.

COURT OF APPEAL (PUTRAJAYA)
MOHAMAD ZABIDIN MOHD DIAH, HADHARIAH SYED ISMAIL AND LEE HENG CHEONG JJCA
RAYUAN SIVIL NO W-02(NCVC)(W)-1026-05/2018 AND W-02(NCVC)(W)-1040-05/2018
15 July 2021

GROUNDS OF JUDGMENT

[RAYUAN SIVIL NO: W-02(NCVC)(W)-1040-05/2018]

[1]  This Appeal, W-02(NCVC)(W)-1040-05/2018 (“Appeal 1040”), is an appeal from Kuala Lumpur High Court Suit No. 22NCVC- 498-10/2014 (“High Court Suit 498”) and is heard together with Appeal, W-02(NCVC)(W)-1026-05/2018 (“Appeal 1026”), an appeal from Kuala Lumpur High Court Suit No.22NCVC-634- 11/2014 (“High Court Suit 634”).

[2]  High Court Suit 634 is a claim by Ranjeet Singh Sidhu against Zavarco Berhad and there is a counterclaim by Zavarco Berhad against Ranjeet Singh Sidhu. Whilst High Court Suit 498 is a claim by Zavarco PLC, which is Zavarco Berhad’s ultimate holding company against the Ranjeet Singh Sidhu and 3 other individuals namely Loo Seng Kit, Amrit Kaur A/P Manjeet Singh and Hirofumi Ouchi.

[3]  Both Suits are tried together before the learned High Court Judge (“the learned High Court Judge”) who decided as follows: –

HIGH COURT SUIT 634

(i) Dismissing Ranjeet Singh Sidhu’s Claim for Unpaid Advances of RM21,071,008.00; and

(ii) Allowing Zavarco Berhad’s Counterclaim for RM29,412,470.64.

HIGH COURT SUIT 498

(i) Allowing Zavarco PLC’s claim (Zavarco Berhad’s ultimate holding company) against Ranjeet Singh Sidhu, Loo Seng Kit, Amrit Kaur A/P Manjeet Singh and Hirofumi Ouchi for the sum of RM12,069,570.16.