ANI ISHAAH BINTI ASLAM v Datin Marshitah Binti Mohammad (Sebagai Wakil Kepada Estet Dato’ Md Sani Bin Ahmad (WA-22NCC-399-06/2025)

PERSONAL REPRESENTATIVE OF DATO MD SANI BIN AHMAD, DECEASED (NRIC No: 560707-04-5495)

MUHAMMAD ADAM MUIZZUDDIN BIN SALPUDIN (NRIC No: 030315-12-1139)

PREMIER SAVEGUARD SDN BHD (Company No: 201601025216 (1196155-D)) … DEFENDANTS GROUNDS OF JUDGEMENT INTRODUCTION [1] The Plaintiff seeks interlocutory reliefs from this court for, firstly an order restraining the Defendants from transferring, selling, dealing with or doing anything to 180,000 shares in Premier Saveguard Sdn Bhd (PSSB) which the Plaintiff alleges were transferred to the Plaintiff by the late Dato’ Md Sani bin Ahmad (Dato’ Haji Ismail). Secondly, an order restraining the Defendants from obstructing, interfering with or otherwise intervening in the Plaintiff’s management and administration of PSSB (to maintain status quo) pending final determination of this action. BRIEF BACKGROUND [2] PSSB is the third Defendant in this suit, is a company incorporated under the Malaysian law and runs security service business and the division of shares are as follows: -

Plaintiff possesses 240,000 shares in PSSB;

1st Defendant of 180,000 (the disputed transfer of shares of Dato Haji Ismail in this suit); and

2nd Defendant possesses 180,000 shares in PSSB

3rd Defendant, the company PSSB. [3] Dato’ Haji Ismail was a shareholder in PSSB who passed away on the 14.06.2025. After his passing, the person representing the late Dato’ Haji Ismail’s estate, one, Datin Marshitah Binti Mohammad, who is also the wife of the late Dato’ Haji Ismail. [4] The Second Defendant is the son of Salpudin Bin Mohd Yahya (Salpudin) who was previously a shareholder of PSSB whom had also passed away. Second Defendant now, through a Court Order from the Syariah High Court Kota Kinabalu dated 30.04.2024 had inherited his Father's 180,000 shares in the PSSB. [5] It’s crucial to note that PSSB holds a Certificate of Licence to Conduct Private Agency Business under Section 3, Private Agencies Act No. 27/71 ("License Certificate”) and this License Certificate is required to be renewed annually in order for PSSB to participate in any securities tenders advertised by the Malaysian government. [6] On or about 18.10.2018, Plaintiff was invited by Dato Haji Ismail voluntarily to join PSSB and to be named as one of the directors together with Salpudin who is 2nd Defendant’s father. According to the Plaintiff, she was given full trust and responsibility to obtain the License Certificate and manage PSSB. Furthermore, the participation and shareholding of Dato Haji Ismail was a compulsory requirement for PSSB to conduct business as a private agency, as he was is a former military officer with the rank of Brigadier General. [7] It was claimed by the Plaintiff that at all times, Dato Haji Ismail gave full trust and responsibility of overseeing PSSB to the Plaintiff single handedly, as she had the ability to obtain the said License Certificate and manage PSSB as a private agency. [8] The problems started to evolve when the Dato Haji Ismail had suffered a stroke and was unable to carry out his responsibilities as PSSB’s director. On the 14.06.2025, Dato Haji Ismail passes away and his representative, the First Defendant, Datin Marshitah Binti Mohammad became involved and introduced some new elements that changed the operation dynamics of PSSB. [9] The Plaintiff argued that the late Dato’ Haji Ismail had executed some documents indicating an intention to transfer 180,000 shares to the Plaintiff. This was followed by a Letter of Indemnity and transfer documentation proving the said transfer had already occurred. In addition to that, a directors’ written resolution approving the said transfer of shares and/or the intention to transfer the shares existed. [10] However, the Defendants argued that there was no valid transfer of shares and the Plaintiff manipulated the relevant documentations with the fingerprints of the deceased. Hence the Plaintiff filed a civil suit to protect her interest in the 180,000 shares that belonged to Dato Haji Ismail in PSSB and claimed an interlocutory injunction to maintain status quo of PSSB until final disposal of this current suit. Issues before the court. [11] The interim reliefs claimed by the Plaintiff are as follows: - I. An injunction order to restrain the Defendants either by themselves, through their agents, their representatives or in any manner whatsoever, from transferring, selling, dealing and/or doing anything to the 180,000 shares of 3rd Defendants company held by 1st Defendant on behalf of the Plaintiff, pending full disposal of this action; and II. An injunction order to restrain the Defendants either by themselves, through their agents, their representatives or in any way or in any way whatsoever, from obstructing and/or interfering with the Plaintiffs affairs in the business administration of 3rd Defendants company, including, inter alia, change of company secretary without Plaintiff’s consent. [12] This application for an interlocutory injunctive relief, raises familiar issues of the American Cynamid Co test:

Whether there is a serious issue to be tried;

Whether damages would be an adequate remedy for the Plaintiff if interlocutory relief is refused and the Plaintiff ultimately succeeds;

Where the balance of convenience lies pending trial; and

Whether any delay or other discretionary factor should prevent the grant of the interim relief sought;

Can “no undertaking as to damages” be fatal? THE LAW AND RELEVANT FACTUAL BACKGROUND. [13] This court refers to the universally accepted principles and test laid down, in the English House of Lords, case of American Cynamid Co v Ethicon Ltd [1975] 1 ALL ER 504. It was held firstly; the court must be satisfied that there is an issue to be tried and that the balance of probabilities is in favour of the plaintiff. It must be noted that the courts are only willing to grant an interlocutory injunction, if they are satisfied, that damages will not be an adequate remedy to compensate the Plaintiff for any injustice done to him, if the injunction is not granted. In this case, both the Plaintiff and the Defendants had quoted this case as a point of reference. [14] In the Court of Appeal in the case of Keet Gerald Francis Noel John v Mohd Noor bin Abdullah [1995] 1 MLJ 193, the Court held that it should consider the following stand: “It was then argued, relying on the decision in Vethanayagam v Karuppiah & Ors [1968] 1 MLJ 283, that an interim injunction cannot be granted if a permanent injunction did not lie.These arguments, which appeared to provide a complete answer to the plaintiff's claim on merits, were rejected by the Federal Court. Abdul Hamid CJ (Malaya), delivering the judgment of the court said ([1985] 1 MLJ 132 at p 135): While we appreciate that these questions are crucial indeed they are the main grounds upon which the appellant's case rests, we do not, however, see the necessity at that stage for the learned judge to decide on these difficult points of law. Suffice for the learned judge to decide, and this he did, that there are serious questions that have arisen for trial. While we agree that there are serious questions of law, we are also of the view that these questions are relevant for consideration in determining the grant or otherwise of an interim injunction but the question is should it be the court's business to resolve these serious and difficult questions of law at that stage of the litigation? We think not”. [15] In Victorian Egg Marketing Board v Parkwood Eggs Pty Ltd

20 ALR 129, after referring (at p 145) to American Cyanamid Co v Ethicon Ltd; [1975] 1 All ER 504; the locus classicus on the subject, Brennan J (sitting in the General Division of the Federal Court of Australia), laid down the following test (at p 146) with which, subject to the qualification we shall express in a moment, we respectfully agree: “The strength of the evidentiary aspect of the case is determined in the light of the opportunity to secure and to present in the proceedings before the primary judge evidence to support the prima facie case: De Mestre v AD Hunter Pty Ltd (1952) 77 WN (NSW) 143 at p 145. Though the applicant's evidence be sketchy and likely to be insufficient if standing alone to establish the applicant's case at the final hearing, yet the circumstances in which the application is heard may show that the evidentiary strength of the applicant's case is substantial and that his case has a fair chance of success. If the applicant's entitlement to relief depends upon his making good a proposition of law the judge does not decide whether the proposition be right or wrong, but only whether the proposition is sufficiently arguable to show that the applicant has a fair chance of success at the hearing. (Emphasis added.)” [16] In the case of MARINA MOHD YUSOFF v. PEKELILING TRIANGLE SDN BHD & OTHER APPEALS [2008] 1 CLJ 169 in which the Court of Appeal through YA Sulaiman Bin Daud (JCA) stated that the same conditions for an application for an injunction to be granted are as follows; “Learned counsel for both parties have correctly set out the correct approach to be adopted by the court in an application for an interlocutory injunction. The threshold test to be applied in such an application was established in American Cyanamid Co v. Ethicon Ltd [1975] AC 396. The court must first be satisfied that a claim is not frivolous or vexatious in that there is a serious question to be tried. If such exists, the court should next consider whether, if the plaintiff were to succeed at the trial in establishing his right to a permanent injunction, he would be adequately compensated by award of damages if the interlocutory injunction is refused. If answered in the negative, the court should then consider whether the defendant can be adequately compensated by award of damages if the interlocutory injunction was wrongly granted. If there was a doubt as to the adequacy of damages as a remedy, then the question of balance of convenience has to be considered.” A. Serious issue to be tried. [17] The Plaintiff’s claim that the late Dato’ Haji Ismail intended to and did transfer the beneficial interest in PSSB, 180,000 shares to the Plaintiff and this was supported in documentary evidence in the following: -

the share transfer forms and Directors’ Written Resolution showing the transfer and or the approval in Exhibit ANI-9;

(ii) the Letter of Indemnity signed by way of thumb-printed by the transferor confirming consideration received in Exhibit ANI-9; and

(iii) the Plaintiff’s Proxy Agreement and related documents demonstrating the commercial and factual matrix in Exhibit ANI-8. [18] The Plaintiff asserts her claim on the beneficial ownership and equitable interest in the PSSB 180,000 shares on several documentary evidence as mentioned above. These documents, if genuine and properly proved at trial, would support an equitable interest of the Plaintiff. Furthermore, the PSSB SSM search and register corroborates the relevant Plaintiff’s shareholding position as a director of PSSB as in Exhibit ANI-1. [19] The Defendants have from the very beginning contested the authenticity and asserts fraud and forgery by the Plaintiff. Their arguments are that the shares in PSSB were held on trust as a proxy by the Plaintiff with the condition of a promise to wed a certain Mr Ishpreet Sing Dhanoa. Those contentions raise credibility and factual issues which can only be properly determined after oral evidence and cross-examination at trial. [20] Accordingly, on the documentary record, I am satisfied there are bona fide and serious issues to be tried as to whether a valid equitable transfer of 180,000 shares occurred in favour of the Plaintiff and whether subsequent actions in PSSB by the Defendants are lawful.

(B) Whether damages would be an adequate remedy for the Plaintiff, if interlocutory reliefs are refused and the Plaintiff ultimately succeeds. [21] In the courts view, there are realistic possibilities of an irreparable injury to the Plaintiff if the Defendants were permitted to register, or otherwise effect, corporate changes while the dispute remains to be tried. If the Defendants were permitted to register the contested transfer initially, change the company secretary and make corporate decisions based on the contested share register, the Plaintiff’s control of PSSB would be materially and irreparably affected. [22] In the case of Alor Janggus Soon Seng Trading Sdn Bhd & Ors v Sey Hoe Sdn Bhd & Ors [1995] 1 MLJ 241 the courts held the following: - “having regard to our observations above, it can be seen that at one end of the spectrum of possibilities if the plaintiffs fail at the trial, all that the defendants would suffer because of the injunction is the loss of profits and costs of the litigation which can be quantified and the defendants could adequately be compensated and at the other end if the injunction is refused and the plaintiffs should succeed; they would suffer unquantified monetary loss, harm and inconvenience which could not be adequately ecompensed. In that case, more injustice would be done to the plaintiffs. In addition, since on the evidence before us there is no vestige of the transfer of the shares to Choong Keong Kor or to any other persons, the status quo may be preserved which should be the state of affairs existing during the period immediately preceding the issue of the writ claiming the permanent injunction or, if there be unreasonable delay between the issue of the writ and the application for an interlocutory injunction, the period immediately preceding the application. (See Lord Diplock's judgment in Garden Cottage Foods Ltd v Milk Marketing Board [1984] AC 130 at p 140C-D; [1983] 2 All ER 770 at pp 774-775; [1983] 3 WLR 143 at p 148. The balance of convenience clearly, therefore, lies with the plaintiffs. For the reasons we have given above on all the issues raised in this appeal, we are all of the view that this appeal should be allowed with costs here and below and the interlocutory injunctive orders be restored until further order. The deposit is to be refunded to the plaintiffs.” [23] In this case, the Plaintiff’s arguments are that, she ran the business, bore the commercial risk and goodwill, organised certain corporate acts for PSSB, voting on tenders, securing contract opportunities, and reallocation of management authority. All these actions would not be readily quantifiable or capable of full remediation by money alone. [24] The evidence in the pleadings, to a certain extent, show a real risk that any actions by the Defendants in PSSB during the interlocutory period would alter the company’s management, operations and opportunities in ways that cannot be adequately compensated by damages alone. In those circumstances, the court is persuaded that damages are not an adequate remedy.

(C) Where the balance of convenience lies pending trial. [25] The balance of convenience requires the Court to consider who will suffer greater prejudice if the injunction is either granted or refused. The Plaintiff will lose control over the company’s administration and may suffer irreversible loss to business opportunities and corporate goodwill if the Defendants are permitted to implement contested changes in the interim period. The Defendants, if ultimately successful at trial, will be capable of being compensated by an award of damages and by appropriate relief thereafter and the risk of injustice therefore lies more heavily against the Plaintiff if the interim relief is refused. [26] The Plaintiff has already taken steps to preserve the status quo by notifying the company secretary and SSM to withhold corporate action. This Court’s duty to preserve the status quo pending final determination weighs in favour of an order maintaining, for the interlocutory period, the corporate position as it stood once the Plaintiff asserted the transfer and sought relief.

(D) Whether any delay or other discretionary factor should prevent the grant of the interim relief sought. [27] The Defendants in their submissions argue that there was delay by the Plaintiff in filing this suit. However, the Plaintiff has given a satisfactory explanation for the timing of the application as the dispute crystallised in late May/early June 2025 when contested acts began to occur like settlement meetings between both parties and several renewed attempts to change company secretary. [28] The Plaintiff took immediate steps to protect her position and to obtain legal advice and filed this application shortly thereafter. The Court accepts the explanation and finds no inordinate or inexcusable delay that should bar interlocutory relief. The fact that the application is opposed and that grave allegations of forgery and fraud are made, it does not stop the courts from granting interlocutory relief where the criteria for such relief are met. Those allegations are very much matters that needs to be addressed at trial by both parties. E. Undertaking as to damages [29] The Plaintiff did not make a formal quantified undertaking in her initial affidavits, however, the authorities show that in inter partes applications a formal undertaking is not invariably fatal, and the Court has a discretion to require one or to dispense with it if justice requires. [30] In Ang Sue Khoon v Majlis Bandaraya Pulau Pinang [2016] 11 MLJ 516, it was held that - "[93] Secondly, while the imposition of an undertaking in damages may be common in certain types of injunction cases, it is a rule of flexible application, and not an immutable prerequisite. SEEMA DEVELOPMENT SDN BHD v. MAH KIM CHYE [1998] 1 CLJ 174; [1997] MLJU 235 concerns two applications for a post judgment Mareva injunction. The facts in that case are different from ours. But the following dicta at p 12; 181d-f (CLJ) are of interest to our present discourse. The court there explains that the requirement of an undertaking in damages is flexible in nature, and that it can be dispensed with where the situation is somewhat different from the typical one involving a Mareva injunction: On the question of the requirement of an undertaking in damages, the circumstances in this case were different from an application for an interlocutory injunction, ... As such, the ordinary requirement of an undertaking in damages given in interlocutory injunction applications may, in my view, be dispensed with here. Although the giving of an undertaking in damages is normally required of a plaintiff applying for a Mareva injunction... it remains flexible in application. [94] Thirdly, even in the context of injunctions (let alone a stay), an undertaking in damages will be required only if it is fair to do so. That this is so is supported by a case cited by the planning applicant itself, namely SPLENDED WAVE SDN BHD v. SONG HWA SUB [2015] 8 MLJ 612 (at p 623G), where reference is made to the following passage by Lord Denning in the case of ALLEN AND OTHERS v. JAMBO HOLDINGS LTD AND OTHERS [1980] 2 All ER 502 at p 505 (also cited by the planning applicant): ... [95] Fourthly, we are dealing with an inter partes application for stay here. There are authorities to suggest that, again in the context of injunctions (let alone a stay), an undertaking in damages only applies to the case of an ex parte application for an injunction; and not in an inter partes application. In ESHWARA ENGINEERING SDN BHD v. DELTA STRUCTURE SDN BHD [2003] 7 CLJ 447; [2003] 4 MLJ 18 at p 28G, it is held that an undertaking as to damages would only apply in an ex parte application for an interim injunction, and there is no such requirement for the same in an inter partes application. That case followed an earlier decision in PETRONAS DAGANGAN SDN BHD v. OMAR BIN ABDUL SAMAD [1995] 1 LNS 318; [1996] 4 MLJ 391 at p 402.” [31] The Plaintiff argues, that based on the plethora of authorities above, although it a general practice to provide such an undertaking, it is not mandatory and not fatal if there is an omission in Plaintiff’s affidavits. It remains the discretion of the court whether or not to require an undertaking as to damages. This application cannot be defeated solely on this ground. [32] The Plaintiff has indicated willingness to comply with any undertaking as to damages in the event the injunction is wrongfully granted. The provision of such an undertaking and any security is a matter for the Court’s direction. The absence of an immediate formal undertaking in the founding affidavit does not preclude the Court from making an order pending the giving of such an undertaking in the terms to be directed. [33] Prayer one and two in Enclosure 2 are allowed with cost of RM 5,000.00 to preserve the status quo pending the disposal of a full trial. 29 December 2025 SHOBA DORAI RAJAH Judicial Commissioner Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiff: Mohd Rezan Ezra with Aisyah Adnan PDK (Messrs Lee & Poh Partnership) For the Defendants: Abdullah Azzubayr with Nabilah Hamlussalam (Messrs Zulpadli & Edham (Kuala Lumpur))