JUDGMENT

Lee Swee Seng JCA:

[1] The appellants, Woon Kim Choy ("Woon") and Chang Heng Keong ("Chang"), in the two appeals heard together, were the promoters of the company with Mr Lim BH ("Lim"). The company, Acexide Technology Sdn Bhd ("the Company"), the 1st respondent in this case, was incorporated and commenced business on 15 October 1996. Like most promoters, when the Company was incorporated, they each became shareholders as well as Directors of the Company. Lim, together with his son, Jovi, are currently the majority shareholders of the Company, holding 54% shares of the Company, whereas Woon has 10% and Chang has 36%.

[2] The Company is mainly involved in the field of installation and maintenance of fire lighting systems, trenchless technology and transportation. The business grew as the years went by and like all businesses, there were challenges to be confronted. However, Woon and Chang did not expect that Lim would one day, by sheer strength of his majority shareholding, convene an EGM to remove both of them as Directors of the Company.

[3] The EGM convened on 6 November 2019 to remove Woon and Chang as Directors of the Company was a foregone conclusion, as Lim and his son, Jovi, together, held a simple majority of the Company's shares. As a result, the resolutions to remove Woon and Chang as Directors of the Company were carried out. On the same day itself, the Company also appointed Jovi Lim as Director.

[4] The jurisprudence on the removal of Directors by the shareholders at an EGM requisitioned for that purpose is settled. A pertinent case illustrating this is Low Thiam Hoe & Anor v. Sri Serdang Sdn Bhd & Ors [2020] MLRHU 32; [2020] 10 MLJ 137; [2020] 4 CLJ 618. In this case, the High Court dismissed the plaintiffs' challenge to the validity of Board meetings and Extraordinary General Meetings (EGMs) convened to remove them as Directors. The Court observed that shareholders possess an unfettered discretion to remove Directors, emphasising that as long as the removal process adheres to statutory requirements and the company's constitution, judicial intervention is unwarranted.