This case concerns the issue whether the dissatisfaction with a chairperson’s ruling in a general meeting constitutes ‘oppression’ within the meaning of s. 346 of the Companies Act 2016 (“CA 2016”).

 

Safari Alliance Sdn Bhd (“Safari”), being a shareholder of Tiger Synergy Berhad (“the Company”) filed an oppression claim pursuant to s.346 of CA 2016 against the Company and its directors for the following rulings made by the Chairperson of the Company’s Annual General Meeting held on 09.06.2020 (“the Company’s AGM”): 

 

(a) the rejection of defective proxy forms submitted by 5 shareholders (“Impugned Proxy Forms”); and

 

(b) the withdrawal of Safari’s proposed resolutions to appoint additional directors to the Company’s Board (“Safari’s Proposed Appointees”).

 

(“Chairman’s Rulings”)

 

In dismissing this claim, the High Court found that Safari fell far short of the threshold in s.346, CA 2016 because the Chairman’s Rulings do not constitute “affairs of the company” or “powers of the directors”. This is because the Chairman’s Rulings were made in her capacity as the Chairperson of the Company’s AGM and not on behalf of the Company’s Board.

 

Further, since the Impugned Proxy Forms were defective as no proxy was named, and the Safari’s Proposed Appointees failed to make the mandatory and/or valid declarations as required under s.201, CA 2016, the High Court was of the view that there was no element of “unfairness” in the Chairman’s Rulings. As such, the Chairman’s Rulings were correctly made.

 

Alvin Tang acted for the directors of Tiger Synergy Berhad, the co-defendants.