Case Name: Lim Seow Chin v. Real Matrix Sdn Bhd & Ors
Case Citation: [2026] 2 MLRH 624
Court: High Court Malaya, Georgetown
Judge: Wendy Ooi Su Ghee J
Date of Decision: 9 December 2025
Key Facts
- Parties: The Plaintiff, Lim Seow Chin, was a Director and 49% shareholder of the 1st Defendant, Real Matrix Sdn Bhd (the developer). The 2nd, 3rd, and 4th Defendants were also Directors and shareholders.
- Dispute: Disputes arose between the 1st Defendant and its main contractor, Quattro Bina Sdn Bhd (QBSB), regarding delay, liquidated damages, defective works, and non-compliances.
- Plaintiff’s Application (Enclosure 1): The Plaintiff filed an Originating Summons on 30 June 2025 seeking:
- Abridgment of the 30-day statutory period for the notice required under section 348(2) of the Companies Act 2016 (CA 2016).
- Leave to commence derivative proceedings under section 347 of the CA 2016.
- Notice Non-Compliance: The Plaintiff’s notice to the other directors was dated 3 June 2025. The application (Enclosure 1) was filed on 30 June 2025, which was three (3) days short of the requisite 30-day notice period that would have expired after 3 July 2025.
- Other Applications:
- Enclosure 3: The Plaintiff’s application for an ad interim injunction, which was granted on 2 July 2025, barring the other Defendants from compromising with QBSB regarding the project.
- Enclosure 13: The 2nd-4th Defendants’ application to discharge or vary the ad interim order granted in Enclosure 3.
Issue
The core legal question before the court was whether the requirement of thirty (30) days’ notice in writing under section 348(2) of the Companies Act 2016 is a mandatory requirement.
The court dismissed Enclosures 1, 3, and 13. The court also ordered that damages be assessed.
Judge’s Legal Reasoning
The court’s decision, delivered by Wendy Ooi Su Ghee J, hinged on the mandatory nature of the 30-day notice requirement under section 348(2) of the Companies Act 2016 (CA 2016).
- Mandatory Requirement and Binding Precedent (Stare Decisis):
- The court was bound by the Court of Appeal’s decision in Wong Cheng Houng v. Hoe Poh Lin & Anor[2025] 1 MLRA 834 (Wong Cheng Houng).
- The principles of law in Wong Cheng Houng established that section 348(2) of the CA 2016, which states the complainant “shall give thirty days’ notice in writing to the directors,” is a mandatory and compulsory requirement.
- The decision in Wong Cheng Houng held that non-compliance with the 30-day mandatory requirement is fatal and cannot be treated as a mere irregularity.
- Rejection of Abridgment of Time:
- The Plaintiff’s argument that the court should apply its inherent powers for abridgment of time under section 582(4) of the CA 2016 was rejected.
- Guided by the principles in Wong Cheng Houng, the court reasoned that it is not in a position to try to overcome a mandatory and compulsory requirement with a curable provision, especially where the non-compliance is deemed incurable in the first place.
- Application to Facts:
- The court found that the Plaintiff’s filing of Enclosure 1 on 30 June 2025, which was three (3) days shy of the 30-day period (which expired after 3 July 2025), meant the statutory requirement had not been complied with.
- The court found the Plaintiff’s attempt to distinguish the Wong Cheng Houng case (where the application was filed just three days after notice was given) lacked merit, as the precedent found non-compliance fatal not just because the notice period was too short, but primarily because it did not meet the mandatory 30-day requirement.
- Consequential Orders:
- The dismissal of Enclosure 1, the main application, rendered the other two interlocutory applications (Enclosures 3 and 13) equally dismissed.
- The court granted a consequential order for damages to be assessed in relation to the interim injunction (Enclosure 3) because the undertaking as to damages by the Plaintiff was still “very much alive” despite the dismissal of the applications. This was guided by the principles in Jeffery Law Siew Su & Ors v. Yu Gui.
Disclaimer: This post is for informational purposes only and does not constitute legal advice. Please consult a qualified Advocate & Solicitor for your specific legal needs.
Disclaimer: This case could be subject to further appeal.
