HONSIN APPAREL Sdn Bhd

On the court record

Illustrates the interplay of company law and capital-markets regulation in a contest for control of a public-listed company, including the mandatory nature of depositor-record rights.

Honsin Apparel Sdn Bhd appears in the reported judgments as a company caught up in a shareholder and corporate-control battle over a public-listed company, litigating in the High Court (Mahkamah Tinggi) across striking-out, injunction and statutory-rights applications. Its matters sit within a wider contest over the acquisition of shares and control of a listed entity, where takeover regulation and shareholders' statutory rights intersect.

In one strand the company was a defendant to proceedings that were met with striking-out applications under Order 18 rule 19(1)(a) and (d) of the Rules of Court 2012, the catchwords citing a series of authorities on striking out and on section 218(2) of the Capital Markets and Services Act 2007. A related decision, framed in Malay, concerned a claim for damages arising from the sale of shares and control of a public-listed company, an application for an interim injunction, and the position of the Securities Commission of Malaysia as amicus curiae — a badan statutori (statutory body) charged with regulating and developing the Malaysian capital market under section 15 of the Securities Commission Malaysia Act 1993 (Akta Suruhanjaya Sekuriti Malaysia 1993) and section 217 of the Capital Markets and Services Act 2007, which governs the administration of take-overs and mergers.

In a further decision the company was an applicant asserting shareholders' statutory rights: the court considered sections 310(b) and 314 of the Companies Act 2016 and sections 34(5) and (6) of the Securities Industry (Central Depositories) Act 1991, the right to convene an extraordinary general meeting and the entitlement to a Record of Depositors, and whether a company could refuse the record on the basis of alleged capital-markets breaches — the court emphasising the mandatory nature of the section 34 obligation, the Securities Commission's exclusive jurisdiction over take-over violations, and that directors must facilitate rather than obstruct shareholders' statutory rights. Together the decisions illustrate the interplay between company law and capital-markets regulation in a fight for corporate control.