Lysaght (Malaysia) Sdn Bhd v Liew Swee Mio @ Liew Hoi Foo [2021] MLJU 2839

Robin Malayan Law Journal

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.