wa-24ncc-237-05-2025 — 1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN BHD 2. ) WONG NYUK CHING 3. ) KWAN PHUI HA 4. ) SEBASTIAN KWAN KUAY TAT 5. ) ZUNG ZANG TRADING SDN. BHD. BUKAN PIHAK-PIHAK Suruhanjaya Syarikat Malaysia (SSM)

Catchwords

CIVIL PROCEDURE: Applications for receivers and managers – Ex parte applications – Whether appointment of receiver and manager can be made ex parte under Order 30 ROC – Whether Order 30 requires inter partes procedure for receiver appointments – Whether Order 30 Rule 1(3) permits only ancillary injunctive relief to be sought ex parte – Whether Section 376(1) Companies Act 2016 requirement to give notice to company precludes ex parte appointments – Whether ex parte orders appointing receivers subject to temporal limitations – Whether Order 29 Rule 1(2B) ROC 21-day limitation applies to injunctive relief ancillary to receiver appointments – Whether ex parte orders lapse on return date fixed for inter partes hearing – Relationship between Order 30 and Order 29 ROC – Application of generalia specialibus non derogant principle – Whether Order 29 as special provision governing injunctions applies to injunctive relief sought under Order 30 – Whether ex parte orders should endure only for minimum time needed to give notice COMPANY LAW: Receivers and managers – Appointment – Requirements for appointment under Section 376 Companies Act 2016 – Whether notice to company is mandatory procedural requirement – Conflict of interest and independence of receivers – Whether receiver should be nominee of person with hostile or conflicting claims against company Whether receiver appointed at instance of parties in active litigation against company creates actual or apparent conflict – Whether receiver must be independent and seen to be independent – Whether receiver leaving company unrepresented in litigation demonstrates conflict – Test for independence of court-appointed officers INJUNCTIONS: Ad interim orders – Whether ad interim order can be granted to preserve status quo after ex parte order found to have lapsed - Whether status quo requiring preservation is position before ex parte order or position created by procedurally improper ex parte order – Whether ad interim order should perpetuate effects of flawed ex parte order – Exceptions to general rule for granting ad interim injunctions – Whether status quo need not be preserved by ad interim injunction – Whether irreparable harm may be caused to defendants – Whether undertakings provide adequate alternative remedy – Application to dormant companies with no active operations COMPANY LAW: Corporate governance – Disputed shareholding and directorship – Whether disputes regarding validity of director appointments should be determined at trial rather than interlocutory stage – Whether failure to file audited accounts justifies appointment of receiver and manager – Whether failure to file accounts constitutes urgent corporate emergency requiring immediate intervention – Regulatory compliance versus active mismanagement CIVIL PROCEDURE: Abuse of process – Whether proceedings filed for collateral purpose to frustrate other litigation– Whether timing and circumstances of application demonstrate lack of genuine urgency – Whether matters could and should have been raised in existing proceedings rather than fresh originating summons

Judges (1)

Elaine Yap Chin Gaik Delivered

Counsel (11)

A.J. Chowdhury Firm Celine & Oommen Firm Fahri, Azzat & Co. Firm Aneera Joshini Chowdhury Counsel Plaintiff Annette Ashwini Magimay Counsel Defendant Celine Jeevamalar a/p Chelladurai Counsel Defendant Cheryl Kwan Chui Yi Counsel Plaintiff Lu Yiing Suey Counsel Plaintiff Manmohan Singh Kang a/l Sukhbir Singh Counsel Plaintiff Muhammad Firdaus bin Danial Tan Counsel Defendant Renu Sudarshini Zechariah Counsel Plaintiff

Parties (8)

Suruhanjaya Syarikat Malaysia Non Party ZUNG ZANG HOLDINGS Sdn Bhd Respondent Zung Zang Trading Sdn Bhd Respondent Elaine Gay Chow Song Applicant Kwan Hung Cheong Applicant Kwan Phui Ha Respondent Sebastian Kwan Kuay Tat Respondent Wong Nyuk Ching Respondent

Summary

This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd, where the plaintiffs (wife and son of a family member) sought remedies including invalidation of board appointments, allotment of shares, and winding up. The court found that the 2nd plaintiff, an undischarged bankrupt, lacked standing to commence proceedings without prior sanction of the Director General of Insolvency, and the 1st plaintiff failed to establish locus standi based on a prior Federal Court order. The oppression action was dismissed with global costs of RM150,000 to the defendants.

What was the outcome of 1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN...?

<p>This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd,...

Statutes Cited

Companies Act 2016 (Cap 777)

Insolvency Act 1967 (Cap 360)

s 38(1)(a) s 8(1)(b)

Rules of Court 2012

Cases Cited (10)

UK (2)

[1903] 1 KB 137 [1910] 2 KB 229

MY (8)

[1996] 4 CLJ 155 [2000] 2 CLJ 833 [2012] 2 MLJ 314 [2013] 2 MLJ 335 [2014] 2 MLJ 799 [2017] MLJU 1078 [2018] 2 CLJ 513 [2021] 4 MLJ 86

1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN BHD 2. ) WONG NYUK CHING 3. ) KWAN PHUI HA 4. ) SEBASTIAN KWAN KUAY TAT 5. ) ZUNG ZANG TRADING SDN. BHD. BUKAN PIHAK-PIHAK Suruhanjaya Syarikat Malaysia (SSM)