Dato' Sri Andrew Kam Tai Yeow v 1. ) Grandfoods Sdn Bhd 2. ) Granny's Kitchen Sdn Bhd

w-02ncca-602-04-2022 Court of Appeal (Mahkamah Rayuan) 13 March 2025 • W-02(NCC)(A)-602-04/2022 • 50 min read

10 cases cited (0 SG, 10 foreign)

Catchwords

deemed retirement - retirement by rotation - re-election of the retiring directors - non-holding of AGM - whether a company director who is due to retire under the articles of association of the company in an impending general meeting of the shareholders can be deemed to have retired upon the completion of the period the meeting ought to have been convened if the meeting could not be held for some reason - deemed retirement approach is inconsistent with shareholder democracy - section 205, 208 & 340 of the Companies Act 2016

Practice Areas

deemed retirement

Judges (3)

Choo Kah Sing Coram Mohd Nazlan bin Mohd Ghazali Delivered Ravinthran a/l Paramaguru Coram

Counsel (11)

XI FANG & LAU Firm Y.C. Wong Firm Chan Kean Li Counsel Appellant Elisa Oyenz Jeson Counsel Respondent Hannah Yeoh Yi Han Counsel Respondent Lim Poh Leong Counsel Appellant Michael Chow Keat Thye Counsel Respondent Neoh Kai Sheng Counsel Respondent Ooi Xi Fang Counsel Appellant Siti Syahaneem binti Sajali Counsel Appellant Wong Yee Chue Counsel Respondent

Parties (3)

Grandfoods Sdn Bhd Respondent Granny's Kitchen Sdn Bhd Respondent Dato' Sri Andrew Kam Tai Yeow Appellant

Case Significance

Dato' Sri Andrew Kam Tai Yeow v 1. ) Grandfoods Sdn Bhd 2. ) Granny's Kitchen... is a Court of Appeal (Mahkamah Rayuan) decision dated March 13, 2025 (citation: w-02ncca-602-04-2022). <p>This appeal concerned whether a company director who was due to retire by rotation under the articles of association could be deemed to have retired when the AGM was not convened. The Court of Appeal held that the 'deemed retirement' approach is inconsistent with shareholder democracy under sections 205, 208 and 340 of the Companies Act 2016, and allowed all three heard-together appeals (602, 604, 605) setting aside the High Court decisions.</p> The panel comprised Choo Kah Sing, Mohd Nazlan bin Mohd Ghazali and Ravinthran a/l Paramaguru, with Mohd Nazlan bin Mohd Ghazali delivering the judgment.

Summary

This appeal concerned whether a company director who was due to retire by rotation under the articles of association could be deemed to have retired when the AGM was not convened. The Court of Appeal held that the 'deemed retirement' approach is inconsistent with shareholder democracy under sections 205, 208 and 340 of the Companies Act 2016, and allowed all three heard-together appeals (602, 604, 605) setting aside the High Court decisions.

What was the outcome of Dato' Sri Andrew Kam Tai Yeow v 1. ) Grandfoods Sdn Bhd 2. ) Granny's Kitchen...?

<p>This appeal concerned whether a company director who was due to retire by rotation under the articles of association could be deemed to have retire...

Statutes Cited

Companies Act 2016 (Cap 777)

s 340

Cases Cited (10)

UK (7)

[1914] 1 Ch 883 [1944] 1 Ch 346 [1946] 1 AC 459 [1946] AC 459 [1980] 1 WLR 1451 [1984] 1 WLR 1249 [1984] 3 All ER 754

MY (2)

[2004] 3 CLJ 96 [2012] 6 MLJ 681

HK (1)

[2002] HKCFI 975