Ng Yew Nam v Loh Sin Hock: Validity of EGM Resolutions & Director Removal
In two related originating applications, Ng Yew Nam and others (OA 855) sought to validate resolutions passed at an Extraordinary General Meeting (EGM) of ASTI Holdings Limited to remove and replace directors, while ASTI Holdings Limited (OA 861) sought a declaration that the EGM was invalid. The High Court of Singapore, General Division, ruled that while the notice for the EGM was validly served, the EGM was not properly conducted because the incumbent directors were barred from attending and being heard, violating the company's constitution and Section 152 of the Companies Act. Consequently, the court dismissed OA 855 and granted a declaration in OA 861 that the resolutions passed at the EGM were invalid.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
OA 855 is dismissed. In respect of OA 861, I grant a declaration that the resolutions passed at the meeting on 22 August 2023 are invalid and of no legal effect.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Shareholders called an EGM to remove and replace directors. The court ruled the EGM invalid due to improper conduct, specifically barring directors.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ng Yew Nam | Claimant, Defendant | Individual | Application Dismissed | Lost | |
| Lim Chee San | Claimant, Defendant | Individual | Application Dismissed | Lost | |
| Toh Cheng Hai | Claimant, Defendant | Individual | Application Dismissed | Lost | |
| Ng Kok Hian | Claimant, Defendant | Individual | Application Dismissed | Lost | |
| Anthony Loh Sin Hock | Defendant | Individual | Application Granted | Won | |
| Kriengsak Chareonwongsak | Defendant | Individual | Application Granted | Won | |
| Charlie Jangvijitkul | Defendant | Individual | Application Granted | Won | |
| Mohd Sopiyan B Mohd Rashdi | Defendant | Individual | Application Granted | Won | |
| Theerachai Leenabanchong | Defendant | Individual | Application Granted | Won | |
| ASTI Holdings Limited | Defendant, Claimant | Corporation | Application Granted | Won | |
| Soh Pock Kheng | Defendant | Individual | Application Dismissed | Lost | |
| Raymond Lam Kuo Wei | Defendant | Individual | Application Dismissed | Lost | |
| Chow Wai San (Zhao Weishen) | Defendant | Individual | Application Dismissed | Lost | |
| Yap Alvin Tsok Sein | Defendant | Individual | Application Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Four shareholders of ASTI Holdings Limited called an EGM to remove and replace the existing directors.
- The Set A Directors were not present at the EGM and refused to comply with the resolutions passed.
- ASTI commenced HC/OA 861/2023 to seek a declaration that the EGM was not valid.
- The Convening Shareholders informed the Set A Directors that they were barred from attending the EGM.
- Resolutions were passed at the EGM to remove the Set A Directors and to appoint the Set B Directors.
- The Set A Directors continued to dispute the validity of the EGM.
- The Set A Directors were denied the right to attend and participate in the meeting.
5. Formal Citations
- Ng Yew Nam and others v Loh Sin Hock Anthony and others and another matter, Originating Application Nos 855 and 861 of 2023, [2023] SGHC 351
6. Timeline
| Date | Event |
|---|---|
| ASTI placed on Exchange’s watchlist | |
| Exchange sent ASTI a notification of delisting | |
| Trading of ASTI’s shares was suspended | |
| Convening Shareholders sought resignation of directors | |
| Convening Shareholders gave notice to call an EGM | |
| Convening Shareholders requested a copy of shareholding list | |
| 5 May EGM was postponed | |
| R&T collected the shareholding list | |
| Second notice to call an EGM was sent to the Board | |
| Request for shareholding list reiterated by R&T | |
| Notice of the EGM was issued to ASTI’s shareholders | |
| UniLegal wrote to R&T regarding the EGM | |
| R&T responded regarding the EGM | |
| UniLegal replied asserting Convening Shareholders had no right to conduct the EGM | |
| R&T stated proper notice of EGM had been given | |
| UniLegal responded by letter | |
| UniLegal sent another letter responding to Convening Shareholders' request | |
| R&T replied to both letters | |
| UniLegal replied, stating that ASTI was of the view that the EGM was invalid | |
| Set A Directors stated that the EGM was invalid | |
| UniLegal reiterated that ASTI was of the view that the EGM was invalid | |
| ASTI issued a press release reiterating that the EGM was invalid | |
| SIAS held a dialogue between the Set B Directors and ASTI shareholders | |
| Set A Directors reiterated that the EGM was invalid | |
| Set A Directors reiterated that the EGM was invalid | |
| Set A Directors reiterated that the EGM was invalid | |
| Set A Directors reiterated that the EGM was invalid | |
| SIAS held a separate dialogue between the shareholders and the Set A Directors | |
| EGM took place | |
| Set A Directors issued a press release reaffirming ASTI’s position that the EGM was invalidly called | |
| Set B Directors passed a directors’ resolution to form an interim management committee | |
| Interim management committee wrote to the Set A Directors informing them of their removal | |
| Four shareholders filed HC/OA 855/2023 against the Set A Directors and ASTI | |
| Ng Yew Nam affidavit | |
| Anthony Loh Sin Hock affidavit | |
| Chow Wai San affidavit | |
| Unilegal wrote to the Convening Shareholders to provide a copy of the company’s shareholding list as of 10 August 2023 | |
| Ng Yew Nam affidavit | |
| Anthony Loh Sin Hock affidavit | |
| Written Submissions of the 1st to 5th Defendants in HC/OA 855/2023 | |
| Written submissions of ASTI Holdings Limited | |
| Written Submissions of the Claimants in HC/OA 855/2023 | |
| Transcript | |
| Supplemental Submissions of the Claimants in HC/OA 855/2023 | |
| Judgment Reserved |
7. Legal Issues
- Validity of Extraordinary General Meeting (EGM)
- Outcome: The court ruled that the EGM was invalid due to improper conduct, specifically the exclusion of incumbent directors, violating the company's constitution and Section 152 of the Companies Act.
- Category: Substantive
- Sub-Issues:
- Improper exclusion of directors from EGM
- Failure to adhere to constitutional requirements for conducting EGM
- Compliance with Company Constitution
- Outcome: The court found that the Convening Shareholders failed to give due regard to Art 76 of ASTI’s constitution.
- Category: Substantive
- Sub-Issues:
- Interpretation of Articles of Association
- Adherence to notice requirements
- Directors' right to attend and speak at meetings
- Application of Section 392 of the Companies Act
- Outcome: The court held that Section 392 of the Act could not be used to validate resolutions passed without due account being given to Art 76 of the constitution or s 152 of the Act.
- Category: Procedural
- Sub-Issues:
- Whether procedural irregularities caused substantial injustice
- Whether defects in notice could be cured under Section 392
8. Remedies Sought
- Declaration that the EGM was validly called, held and conducted
- Declaration that the resolutions passed at the meeting on 22 August 2023 are invalid and of no legal effect
9. Cause of Actions
- Declaration of Invalidity of EGM Resolutions
- Enforcement of Shareholder Rights
10. Practice Areas
- Shareholder Disputes
- Corporate Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tan Cheng Bock v Attorney-General | NA | Yes | [2017] 2 SLR 850 | Singapore | Cited for the principle that the court should strive to ascribe significance to every word in an enactment. |
| Naseer Ahmad Akhtar v Suresh Agarwal and another | NA | Yes | [2015] 5 SLR 1032 | Singapore | Cited to explain the distinction between calling a meeting and conducting it. |
| Wun v CellOS Software Ltd | Australian Federal Court | Yes | [2018] FCA 1947 | Australia | Cited for the distinction between calling and holding a meeting, but distinguished due to differences in legislative provisions. |
| Beck v Tuckey Pty Ltd | Supreme Court of New South Wales | Yes | [2004] NSWSC 357 | Australia | Cited for the interpretation of the word 'call' in the context of convening a meeting, but distinguished due to legislative history. |
| Monnington v Easier plc | NA | Yes | [2005] All ER (D) 265 | England | Cited to support the view that Section 152 rights are substantive in nature as they allow the director to protest his removal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
| Companies Act 1967 | Singapore |
| Companies Act 1967 | Singapore |
| Companies Act 1967 | Singapore |
| Interpretation Act 1965 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Extraordinary General Meeting
- EGM
- Special Resolution
- Convening Shareholders
- Set A Directors
- Set B Directors
- Shareholding List
- Companies Act
- Section 177
- Section 152
- Section 392
- Article 76
- Article 52
15.2 Keywords
- EGM
- shareholders
- directors
- Companies Act
- resolutions
- corporate governance
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Company Law | 90 |
| Director's Duties | 80 |
| Shareholders Rights | 70 |
| Commercial Disputes | 60 |
| Contract Law | 50 |
16. Subjects
- Companies Act
- Shareholder Rights
- Corporate Governance