1. ) BRUNSFIELD OASIS SQUARE SDN. BHD. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik Atas Aset-Aset Tertentu yang Digadaikan kepada Public Bank Berhad) v 1. ) GOH SIEW CHIN (BA-24NCC-159-12/2023)

Brunsfield Oasis Square Sdn. Bhd. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik Atas Aset-Aset Tertentu yang Digadaikan kepada Public Bank Berhad) (No. Pendaftaran: 201001019914 [903646-V])

Brunsfield Oasis Tower Sdn. Bhd. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik) (No. Pendaftaran: 201201043295 [1027771-D])

Subang Mall Property Sdn. Bhd. (Penerima-Penerima dan Pengurus-Pengurus yang Dilantik) (No. Pendaftaran: 201401043914 [1120100-A]) ...PLAINTIF-PLAINTIF

Goh Siew Chin (No. K/P: 570326-05-5509)

Mohamad Hassan bin Zakaria (No. K/P: 620110-02-5223)

Gan Tien Chie (No. K/P: 631202-05-5749)

ERM Real Estate Sdn Berhad (No. Pendaftaran: 201201033013 [1017501-V])

ERM Malls Sdn Bhd (No. Pendaftaran 201301046097 [1075921-A]) ...DEFENDAN-DEFENDAN

The Plaintiffs initiated this Originating Summons, on 19 December, 2023, against the Defendants named therein in their capacities as the Receivers & Managers of the Plaintiff Companies.

The Plaintiffs’ action is premised on Section 383(2) and the Sixth Schedule of the Companies Act 2016, on the ground that they are duty bound under the law to seek the reliefs in this case to protect the Debenture Holders – which in this case is Public Bank.

The issues raised in this Originating Summons are as follows:

whether the First to Third Defendants are required to provide the Receivers and Managers with the Statement of Affairs of the Companies as at 9 November, 2023 and the requested documents and information, and surrender to the Receivers and Managers any of the Company Documents in accordance with sections 388 and 390 of the Companies Act 2016;

whether the First to Third Defendants' failure and refusal to provide the Statement of Affairs and the requested documents and information, and to surrender the Company Documents are in breach of sections 388 and 390 of the Companies Act 2016;

whether the Fourth Defendant is required to provide the Receivers and Managers with the relevant information relating to the Properties and deliver the Tenancy Documents to the Receivers and Managers and/or account for all or any of the monies collected from the tenants and/or remitted to the Designated Accounts;

whether the Fifth Defendant is required to provide the Receivers and Managers with the relevant information relating to the Tenancy Agreement purportedly entered with Perodua Sales Sdn Bhd on 13 May, 2019; and

whether the Fourth and Fifth Defendants are deemed to have renounced the business of the agency and caused the agency created to be terminated.

The First Plaintiff is the owner of properties located at Oasis Damansara which include:

15 units of double-storey retail lots and 2 levels of freehold retail podium at Oasis Square, Ara Damansara; and

(ii) 4 retail units and 16 units of office suites at Centum @ Oasis Corporate Park.

The Second Plaintiff is the owner of a 12-storey commercial office building, known as Brunsfield Oasis Tower 3, which is located at Oasis Square, Ara Damansara.

The Third Plaintiff is the owner of a 5-storey shopping podium with 3 levels of basement car park known as S-Qube Mall ("S-Qube Mall") at Subang Jaya (previously known as Subang Avenue Mall).

The Plaintiffs were at all times involved in the property investment business

The First, Second and Third Defendants are the directors of the First, Second and Third Plaintiffs.

The Fourth and Fifth Defendants are involved in the business of providing property administration or management services.

The Plaintiff Companies have entered into 3 different Service Agreements dated 31 December, 2019 ("Service Agreements") with the Fourth Defendant by which:

the Properties are to be managed by the Fourth

(ii) the rental proceeds arising from the Properties shall be held and remitted by the Fourth Defendant to the Plaintiff Companies' accounts that are maintained with the Bank ("the Designated Accounts") without any set-off or deduction or payment made to any third parties.

(iii) prior to the Service Agreements, it appeared that the Third Plaintiff had also appointed the Fifth Defendant as a licensor to handle S-Qube Mall for the period from 1 January, 2017 to 31 December, 2019 ("ERM License Agreement") (see Exhibit "TCH-15"). The Properties and the Salient Background Facts

The Properties mentioned in paragraphs [4], [5] an [6] hereinabove have been charged to the Bank under 4 debentures. As of 13 December, 2023, the Plaintiffs were indebted to the Bank in a total sum of RM327,282,520.22 with interest thereon calculated until the date of full settlement thereto.

As a result of the defaults committed by the First to Third Plaintiffs (collectively, "the Companies") in respect of the several financings granted by Public Bank Berhad ("the Bank" or "the Debenture Holder" or "the Secured Creditor") and the repayment of which that was secured by 4 different debentures (collectively, "the Debentures"), Ong Hock An and Bernard Tan Chek Hean were appointed by the Debenture Holder as the joint and several Receivers and Managers on 22 June 2023 and 9 November, 2023.

13.

notifying them of the appointment of the Receivers and Managers under the Debentures and the Companies Act 2016; and

requesting them to:

submit a Statement of Affairs pursuant to sections 388(1) and 390(2) of the Companies Act 2016; and

(ii) surrender all the books, records and documents (collectively, "the Company Documents") relating to all the assets of the Companies (including the Properties) that are charged under the Debentures.

On 23 June, 2023, the Receivers and Managers received a letter signed by the Second Defendant dated 22 June, 2023 stating that "a Judicial Management application has been filed on 2 June 2023" ("the JM Application"). As such and in pursuance of section 410 of the Companies Act 2016, the Receivers and Managers could not and did not take any further steps to enforce the Debentures.

However, as a result of the Bank's objection in or around June 2023 (vide several correspondences dated 22, 23 and 27 June, 2023, exchanged between the Receivers and Managers and the Companies) the Companies withdrew the JM Application on 16 August, 2023.

Thereafter, the Receivers and Managers had through their solicitors, issued letters dated 11 September, 2023 to the First and Second Defendants requesting them to comply with the statutory requirements of sections 388, 389 and 390 of the Companies Act 2016 by submitting the Statement of Affairs and delivering up the Company Documents.

On or around 19 September, 2023 and 20 September, 2023, the Receivers and Managers received letters from the First and Second Defendants, which were issued under the letterheads of the Third and First Plaintiffs respectively, requesting for the details required to be included in the Statement of Affairs and the required details of the Company Documents.

Although the Receivers and Managers were of the view that the request was unreasonable as the details sought had been expressly and clearly set out in the Receivers and Managers’ previous letters dated 22 June, 17 August and 4 September, 2023, the Receivers and Managers vide their letters dated 22.9.2023 and 26 September, 2023 responded to the First and Second Defendants' said letters. In the same letter, the Receivers and Managers had further requested for the contact details of, inter alia, the First and Second Defendants.

On 8 November, 2023, the Receivers and Managers resigned but were immediately re-appointed as such by the Bank on 9 November, 2023.

20.

notifying them of the appointment of the Receivers and Managers under the Debentures and the Companies Act 2016; and

requesting them to:

submit a Statement of Affairs pursuant to sections 388(1) and 390(2) of the Companies Act 2016; and

(ii) surrender all the Company Documents relating to the Properties.

As the Receivers and Managers did not receive any response from the First and/or Second Defendants despite having followed up with reminders, the Receivers and Managers commenced the present proceedings to, inter alia, compel the First and Second Defendants to surrender the Company Documents and to furnish the Statement of Affairs for due discharge of their duties under the Debentures and the Companies Act 2016.

The orders sought by the Plaintiffs in this Originating Summons are as follows: 1) the 1st and 2nd Defendants do within seven (7) days from the Court Order hereof jointly and severally submit to Ong Hock An (NRIC No. 580913-08-5859) and/or Bernard Tan Chek Hean (NRIC No. 740525-10-5491) acting as the Receivers and Managers of the property of the 2nd Plaintiff a statement as to the affairs of the 2nd Plaintiff as at the date of 9.11.2023 in accordance with sections 388 and 390 of the Companies Act 2016 showing, inter alia:

the particulars of the 2nd Plaintiffs assets, debts and liabilities;

the names and addresses of the 2nd Plaintiffs creditors;

the securities held by the 2nd Plaintiffs creditors; ( d) the dates when the securities were respectively created; and ( e) such other information as may be required by the Registrar of the Companies Commission of Malaysia; 2) the 1st, 2nd and 3rd Defendants do within seven (7) days from the Court Order hereof jointly and severally submit to Ong Hock An (NRIC No. 580913-08- 5859) and/or Bernard Tan Chek Hean (NRIC No. 740525-10-5491) acting as the Receivers and Managers of the property of the 1st and 3rd Plaintiffs a statement as to the affairs of the pt and ]fd Plaintiffs as at the date of 9 .11.2023 in accordance with sections 388 and 390 of the Companies Act 2016 showing, inter alia:

the particulars of the 1st and 3rd Plaintiffs' assets, debts and liabilities;

the names and addresses of the 1st and 3rd Plaintiffs' creditors;

the securities held by the 1st and 3rd Plaintiffs' creditors respectively;

the dates when the securities were respectively created; and

such other information as may be required by the Registrar of the Companies Commission of Malaysia; 3) the 1st and 2nd Defendants do within seven (7) days from the Court Order hereof jointly and severally make available and deliver to Ong Hock An (NRIC No. 580913- 08-5859) and/or Bernard Tan Chek Hean (NRIC No. 740525-10-5491) acting as the Receivers and Managers of the property of the 2nd Plaintiff (as described in Annexure A hereto) all books, documents and information relating to the property in receivership in accordance with section 389 of the Companies Act 2016 including but not limited to:

the register of assets of the 2nd Plaintiff together with the estimated realizable value of the property in receivership and the valuation report(s) (if any);

all original title deeds and/or documents of title of the property in receivership;

all agreements and contracts (including tenancy, service and license agreements) entered into by and on behalf of the 2nd Plaintiff in relation to the property in receivership;

the existing arrangements relating to any management services provided to the 2nd Plaintiff in relation to the property in receivership and the details of any monies owing and/or payable thereunder to or by the 2nd Plaintiff;

a complete list of all the tenants and licensees of the property in receivership of the 2nd Plaintiff (including their names, their contact details, the deposits collected, the rentals and the tenure of the tenancy and license) and the details of any monies owing and/or payable thereunder (including any rentals which are due but have yet to be paid by the tenants);

all financial statements and accounting books and records of the 2nd Plaintiff (including management accounts, journals, ledgers, statements of accounts, balance sheets and profit and loss statements) showing all monies (including deposits and rentals) receivable, received, incurred and utilized in relation to the property in receivership;

all immediate and/or urgent payments and/or outstanding amounts (including any maintenance charges, quit rents, insurance premiums and assessment) incurred and/or payable by the 2nd Plaintiff in relation to the property in receivership;

all the files and/or records concerning all legal actions or proceedings commenced by or against the 2nd Plaintiff in relation to the property in receivership; and

all other matters and information concerning the property in receivership; 4) the 1st, 2ndand 3rd Defendants do within seven (7) days from the Court Order hereof jointly and severally make available and deliver to Ong Hock An (NRIC No. 580913- 08-5859) and/or Bernard Tan Chek Hean (NRIC No. 740525-10-5491) acting as the Receivers and Managers of the property of the 1st and 3rd Plaintiffs all books, documents and information relating to the property. In receivership in accordance with section 389 of the Companies Act 2016 including but not limited to:

the register of assets of the 1st and 3rd Plaintiffs together with the estimated realizable value and the valuation report(s) (if any) of such assets;

all original title deeds and/or documents of title of the assets of the 1st and 3rd Plaintiffs;

all agreements and contracts (including tenancy, service and license agreements) entered into by and on behalf of the 1st and 3rd Plaintiffs in relation to the property in receivership;

the existing arrangements relating to any management services provided to the 1st and 3rd Plaintiffs in relation to the property in receivership and the details of any monies owing and/or payable thereunder to or by the 1st and 3rd Plaintiffs;

a complete list of all the existing tenants and licensees of the property in receivership of the 1st and 3rd Plaintiffs (including their names, their contact details, the deposits collected, the rentals and the tenure of the tenancy and license) and the details of any monies owing and/or payable thereunder (including any rentals which are due but have yet to be paid by the tenants);

all financial statements and accounting books and records of the 1st and 3rd Plaintiffs (including management accounts, journals, ledgers, statements of accounts, balance sheets and profit and loss statements) showing all monies (including deposits and rentals) receivable, received, incurred and utilized in relation to the property in receivership;

all immediate and/or urgent payments and/or outstanding amounts (including any maintenance charges, quit rents, insurance premiums and assessment) incurred and/or payable by the 1st and 3rd Plaintiffs in relation to the property in receivership;

all the files and/or records concerning ail legal actions or proceedings commenced by or against the 1st and 3rd Plaintiffs in relation to the property in receivership; and

all other matters and information concerning the property in receivership; 5) a declaration that the agency created between the 1st Plaintiff and the 4th Defendant in respect of the property in receivership has been terminated by the 4th Defendant in renouncing the business of the agency; 6) a declaration that the agency created between the 2nd Plaintiff and the 4th Defendant in respect of the property in receivership has been terminated by the 4th Defendant in renouncing the business of the agency; 7) a declaration that the agency created between the 3rd Plaintiff and the 4th Defendant in respect of the property in receivership has been terminated by the 4th Defendant in renouncing the business of the agency; 8) a declaration that the agency created between the 3rd Plaintiff and the 5th Defendant in respect of the property in receivership has been terminated by the 5th Defendant in renouncing the business of the agency; 9) the 4th and 5th Defendants do allow Ong Hock An (NRIC No. 580913-08-5859) and/or Bernard Tan Chek Hean (NRIC No, 740525-10-5491) as the Receivers and Managers of the property of the 1st, 2nd and 3rd Plaintiffs and/or their servants, officers, employees, agents and/or nominees to inspect and/or obtain copies of the books and documents that relate to the property in receivership and that are in the possession or under control of the 4th and/or 5th Defendants, including within such time as stipulated in any demand(s) made in accordance with section 383 read with paragraph (m) of the Sixth Schedule of the Companies Act 2016; 10) the 4th and 5th Defendants do within seven (7) days from the Court Order hereof jointly and severally render a full and complete account by way of an affidavit in respect of the property in receivership including but not limited to the following information (together with all documents, books and records in relation to the property in receivership and documentary evidence in support thereof) to Ong Hock An (NRIC No, 580913-08-5859) and/or Bernard Tan Chek Hean (NRIC No. 740525-10-5491) as the Receivers and Managers of the property of the 1st, 2nd and 3rd Plaintiffs:

the existing arrangements relating to the management services provided to the 1st, 2nd and 3rd Plaintiffs in relation to the property in receivership and the details of any monies owing and/or payable thereunder to the 1%, 2nd and 3rd

the details of all the tenants and licensees of the property in receivership (including their names, their contact details, the rentals and the tenure of the tenancy and license);

all monies (including deposits and rentals) receivable, received, incurred and utilized in relation to the property in receivership, including details of any monies owing and/or payable thereunder (including any rentals which are due but have yet to be paid by the tenants);

all immediate and/or urgent payments and/or outstanding amounts (including any maintenance charges, quit rents, insurance premiums and assessment) incurred and/or payable by thest 1st, 2nd and 3rd Plaintiffs in relation to the property in receivership;

all documents concerning all legal actions or proceedings commenced by the 4th and/or 5th Defendants on behalf of or against the 1st, 2nd and 3rd Plaintiffs in relation to the property in receivership; and

(f)

all other matters and information concerning the property in receivership; 11) the 4th and 5th Defendants and/or their servants, officers, employees, agents, nominees and/or parties related to them howsoever be restrained with immediate effect from dealings with the Plaintiffs’ property in receivership, including (a) holding themselves out as the agents and/or authorised representatives of the Plaintiffs (including in relation to the property in receivership); (b) dealing with and/or managing the property in receivership (including making any payments to any parties in relation to the property in receivership); and/or (c) dealing and/or liaising with the tenants and/or licensees of the property in receivership (including collecting any monies from the tenants and/or licencees); and 12) the 4th and 5th Defendants and/or their servants, officers, employees, agents, nominees and/or parties related to them howsoever be restrained with immediate effect from interfering with and/or preventing Ong Hock An (NRIC No. 580913-08-5859) and Bernard Tan Chek Hean (NRIC No. 740525-10-5491) acting as the Receivers and Managers of the property of the 1st, 2nd and 3rd Plaintiffs from managing and controlling the business and assets of the 1st, 2nd and 3rd Plaintiffs; 13) a declaration that Ong Hock An (NRIC No. 580913-08- 3859) and Bernard Tan Chek Hean (NRIC No. 740525- 10-5491) acting as the Receivers and Managers of the properties of the 1st, 2nd and 3rd Plaintiffs may jointly and severally deal with the tenants and/or licensees of the property in receivership (including those described in Annexure A hereof) by, inter alia, entering into fresh tenancy or license agreement(s) (if required), collecting deposits and rentals, renewing the existing tenancy or licence agreements (if required), utilising deposits and rentals collected and any part thereof to make any necessary payments in relation to the property in receivership (for instance, insurance premium, utilities bills, quit rent and assessment) and whatsoever and in howsoever manner as they deem fit and necessary.

Section 383 of the Companies Act 2016 provides as follows: Power of receiver or receiver and manager

(1) A receiver or receiver and manager shall have the powers and authorities expressly or impliedly conferred by the instrument or by the order of the Court, by or under which the appointment was made.

Subject to the instrument or order of the Court by or under which the appointment is made, a receiver or receiver and manager shall have the powers set out in the Sixth Schedule.

The Sixth Schedule of the Companies Act 2016 reads as follows: Sixth Schedule [Section 383]

Subject to the provisions of this Schedule, a receiver or receiver and manager of the property of a company has the powers to do all things necessary or convenient to be done for or in connection with, or as incidental to, the attainment of the objectives for which the receiver or receiver and manager was appointed.

Without limiting the generality of paragraph 1, but subject to any provision of the Court order by which, or the instrument under which, the receiver was appointed, being a provision that limits the receiver or receiver and manager’s powers in any way, a receiver or receiver and manager of the property of the company has, in addition to any powers conferred by that order or instrument, as the case may be, or by any other law, power for the purpose of attaining the objectives for which the receiver or receiver and manager was appointed —

to take possession and control of the property of the company in accordance with the terms of that order or instrument;

to lease, let on hire or dispose of the property of the company;

to grant options over the property of the company on such conditions as the receiver or receiver and manager thinks fit;

to borrow money on the security of the property of the company;

to insure the property of the company;

to repair, renew or enlarge the property of the company;

to convert the property of the company into money;

to carry on any business of the company;

to take on lease or on hire, or to acquire, any property necessary or convenient in connection with the carrying on of the business of the company;

to demand and recover, by action or otherwise, income of the property in receivership;

to issue receipts for income recovered;

to inspect at any reasonable time books or documents that relate to the property in receivership and that are in the possession or under the control of the company;

to exercise, on behalf of the company, the right to inspect books or documents that relate to the property in receivership and that are in the possession or under the control of a person other than the company;

to change the registered office or address for service of the company;

to execute any document, bring or defend any proceedings or do any other act or thing in the name of and on behalf of the company;

to draw, accept, make and endorse a bill of exchange or promissory note;

to use a seal of the company;

to engage or discharge employees on behalf of the company;

to appoint a solicitor, accountant or other professionally qualified person to assist the receiver or receiver and manager;

to appoint an agent to do any business that the receiver or receiver and manager is unable to do, or that it is unreasonable to expect the receiver or receiver and manager to do, in person;

where a debt or liability is owed to the company, to prove the debt or liability in a bankruptcy, insolvency or winding up and, in connection with the bankruptcy, insolvency or winding up, to receive dividends and to assent to a proposal for a composition or a scheme of arrangement;

to make or defend an application for the winding up of the company; and

to refer to arbitration any question affecting the company.

The conferring by this Schedule on a receiver or receiver and manager of powers in relation to the property of the company does not affect any rights in relation to that property of any person other than the company.

In this Schedule, a reference, in relation to a receiver or receiver and manager, to property of a company is, unless the context otherwise requires, a reference to the property of the company in relation to which the receiver or receiver and manager was appointed.

On the other hand, sections 388(1) and 389 of the Companies Act 2016 provide as follows: Provisions as to information if receiver or receiver and manager appointed

(1) If a receiver or receiver and manager of the property of a company is appointed, the receiver or receiver and manager shall send a notice on his appointment to the company and the company shall, submit to the receiver or receiver and manager a statement as to the affairs of the company in accordance with this section within fourteen days from receipt of the notice or such longer period as may be allowed by the Court. … Obligations of company and directors to provide information to receiver or receiver and manager

(1) If a receiver or receiver and manager is appointed in respect of the property or undertaking of a company, the company and every director of the company shall —

make available to the receiver or receiver and manager all books, documents and information relating to the property or undertaking in receivership in the company’s possession or under the company’s control within seven days after the receipt of notice under subsection 388(1);

if required to do so by the receiver or receiver and manager, verify by way of an affidavit that the books, documents and information are complete and correct;

give the receiver or receiver and manager such assistance as he may reasonably require; and

if the company has a seal, make the seal available for use by the receiver or receiver and manager.

Any person who contravenes this section commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit, and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

The above provisions were invoked by the courts in cases such as Dato Dr Shanmughanathan a/l Vellanthurai & Anor v Today's Market (Ulu Tiram) Sdn Bhd & Ors [2018] CLJU 1019; [2018] MLJU 1023; [2018] MLRHU 813 (“Shanmughanathan a/l Vellanthurai”) and Ong Hock An & Anor v Xspec Resources Sdn Bhd & Ors [2023] AMEJ 2632; [2023] CLJU 2581; [2023] MLJU 2971 (“Ong Hock An”).

The crux of the Plaintiffs’ submission is simply that the First and Second Defendants, being directors of the Plaintiff Companies, are statutorily required and duty bound under section 389 of the Companies Act 2016 to accede to the requests made by the Receivers and Managers under section 388 of the Companies Act 2016.

It was contended by the Plaintiffs that the First and Second Defendants have breached their duties by deliberately failing and/or refusing to provide the Company Documents, including the Statement of Affairs OA relation to the Properties, which are assets charged to the Bank.

In opposing the Originating Summons filed by the Plaintiffs and/or the Receivers & Managers seeking court orders to compel them to (a) submit the Statements of Affairs of the Companies in accordance with sections 388 and 390 of the Companies Act 2016 and (b) to hand over all books, documents and information relating to the property in receivership in accordance with section 389 of the Companies Act 2016, the First and Second Defendants raised the argument that the Plaintiffs' Originating Summons ought to be dismissed or significantly limited in scope.

Essentially, the First and Second Defendants raised three main grounds to oppose the orders sought by the Plaintiffs. It was contended by the First and Second Defendants that first, they are not in possessions of the relevant records and documents required to prepare the Statement of Affairs pursuant to sections 388(1) and 390(2) of the Companies Act 2016.

Second, the First and Second Defendant argued that the instant suit cannot proceed at this stage as the Fourth Defendant is legally unrepresented.

Third, it was also contended by the First and Second Defendant that as a result of the Plaintiffs' discovery application against the Fourth Defendant (in Enclosure 42) and the order obtained thereunder, the instant suit has been rendered academic. This argument is premised on the point that since the First Plaintiff and the Second Plaintiff had appointed and authorized the Fourth Defendant to provide essential management services for their properties and under the terms of the agreement, the Fourth Defendant was granted exclusive authority over management and control. The Decision of this Court As against the First and Second Defendants

This Court agrees with the Plaintiffs' submission that, pursuant to section 389 of the Companies Act 2016, the First and Second Defendants are under a statutory duty to:

upon receiving notice under section 388(1) of the Companies Act 2016, make available all books, documents, and information relating to the property in receivership;

verify, by way of affidavit if required, that the said books, documents, and information are complete and accurate;

provide such assistance to the Receivers and Managers as may reasonably be required; and

where the Companies have a common seal, make the seal available for use by the Receivers and Managers.

This Court’s order compelling the First and Second Defendants to furnish the requisite documents to the Receivers and Managers is consistent with the principles enunciated in Shanmughanathan a/l Vellanthurai.

Similarly, this Court’s conclusion that the Receivers and Managers have both contractual and statutory rights over the charged assets, corporate books and records, and the Statement of Affairs is supported by the decision in Ong Hock An.

This Court is of the considered view that the absence of the Fourth Defendant and/or its legal representation in these proceedings does not and cannot relieve the First and Second Defendants of their statutory obligations under the Companies Act 2016.

Accordingly, as against the First and Second Defendants, prayers 1, 2, 3, and 4 of Enclosure 1, which pertain to their obligations under sections 388 and 389 of the Companies Act 2016, are allowed. As Against the Third, Fourth and Fifth Defendants

The Third and Fifth Defendants have failed to take any steps to contest these proceedings.

On or about 21 January 2025, the Fourth Defendant’s solicitors filed Enclosure 75 to discharge themselves from acting, citing, inter alia, difficulties in obtaining instructions and/or confirmation of instructions from the Fourth Defendant.

That application was allowed by this Court on 21 February,

A copy of the sealed Order dated 21 February, 2025 was duly served on the Fourth Defendant on 6 March 2025 (see Enclosure 94).

Accordingly, the following reliefs are granted: • As against the Third Defendant, prayers 2 and 4 of Enclosure 1 are allowed. • As against the Fourth Defendant, prayers 5, 6, 7, 9, 10, 11, and 12 of Enclosure 1 are allowed. • As against the Fifth Defendant, prayers 8, 9, 10, 11, and 12 of Enclosure 1 are allowed.

This Court also allows prayers 13 and 15 in Enclosure 1.

The counterclaim by the Fourth Defendant is dismissed.

Each of the First, Second and Fourth Defendants is ordered to pay costs of RM20,000.00 to the Plaintiffs. Dated: 1 August, 2025 sgd (CHOONG YEOW CHOY) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Counsel: For the Plaintiffs : Lau Kee Sern Vynny Wong Poh Yee (Messrs Kee Sern, Siu & Huey) For the for 1st & 2nd Defendants : Carol Tiong Hui Yii (Messrs Tiong & Associates)