Krisia Binti Aris Palilah v 1. ) Zaiton Binti Ahmad (WA-22NCC-582-08/2023)

ZAITON BINTI AHMAD …DEFENDANTS (IC No.: 600923-08-6420)

MUHAMMAD HASRULLAH BIN ROSLAN (IC No.: 920506-06-5373)

ONG LI HOON (IC No.: 800516-14-5354)

PEMBINAAN YOKRISKON SDN BHD (Company No.: 201801023394 (1285414-K))

This is a trial heard over 4 days from 20-01-2025 to 26-02-2025. Oral submissions by counsel were held before me on 13-05-2025 and on 16-06-2025.

On 16-06-2025, I dismissed the suit with costs of RM 80,000 subject to allocatur. Essentially, I dismissed the suit as-i. On the issue whether the plaintiff had signed the share transfer form [“Share Transfer Form”], she had pleaded that her signature on the Share Transfer Form was forged. See SOC paragraph 23. The burden to prove forgery is on the plaintiff. [See the recent Federal Court decision in Teoh Kiang Hong v Theow Say Kow @ Teoh Kiang Seng, Henry [2025] 2 AMR FC]; ii. I find that forgery has not been proven as the plaintiff failed to call a handwriting expert; iii. There were WhatsApps conversations showing the plaintiff had signed the Share Transfer Form. These are set out in the defendants’ written submission [“DWS”] Enclosure 69 at paragraphs 4 [h] to [n] and 30; iv. Witnesses had testified seeing the plaintiff signing the Share Transfer Form. DW 4 and 5 testified the signing of the Share Transfer Form was witnessed by them. [See DWS Enclosure 69 from paragraphs 43 to 46 and Notes of Proceedings Row 16 - 27, Page 162 and Row 1 - 2, Page 163]; v. On the issue whether the plaintiff had validly called an extraordinary general meeting (“EGM”) of the 4th defendant PYSB to sack the 2nd defendant Muhammad Hasrullah bin Roslan/DW3 as a director and appoint as his replacement one Nik Ahmad Amin Bin Nik Man, I hold that the plaintiff has no right to call and hold an EGM; vi. Once the plaintiff had signed the Share Transfer Form and submitted the same to PYSB for registration, she is estopped from exercising any right as a shareholder; and vii. The execution of the Share Transfer Form and delivery of the certificate and transfer for registration are sufficient to divest the plaintiff of her interest. [See Re Rose, Rose v Inland Revenue Commissioners [1952] CH 499 CA England]. She no longer has any right to call for an EGM.

An appeal was filed by the plaintiff on 16-07-2025 to the Court of Appeal. These are my Grounds of Judgment.

The plaintiff was employed on 01-08-2014 as a “Senior Project Executive” at a company known as Naxus Communications Sdn. Bhd. (“Naxus”). (Refer to Letter of Appointment by Naxus to the plaintiff at pages 4 - 5, Bundle A1. Bundle A1 are Part A documents)

The 1st defendant Zaiton Binti Ahmad is the transferee of 750,000 shares of the plaintiff in the 4th defendant Pembinaan Yokriskon Sdn Bhd [“PYSB”].

The 2nd defendant Muhammad Hasrullah Bin Roslan is a director of PYSB since 28-03-2023.

The 3rd defendant Ong Li Hoon is the Company Secretary of PYSB since 02-05-2023.

The 4th defendant PYSB is a company incorporated in Malaysia.

On 29-06-2018, PYSB was incorporated with 100 shares at RM1 each allotted to the plaintiff. The plaintiff was appointed as a director of PYSB. At the material time, the plaintiff was an employee of Naxus. (Refer to Form section 14, Application for Registration of A Company and Form section 15, Notice of Registration at pages 9 – 12 and 14, Bundle A1).

On 28-08-2018, PYSB increased its paid-up capital to RM 500,000, and additional shares of 499,900 were allotted to the plaintiff. The payment of RM 500,000 for the increment of paid-up capital was made by Naxus and not the plaintiff. (Refer to pages 16 - 17, Bundle A1 which show the cheque for RM 500,000 issued by Naxus)

On 06-03-2020, Naxus again injected RM 250,000 for a second increment of paid-up capital for PYSB, increasing PYSB’s paid-up capital to RM 750,000. (Refer to pages 19 to 22, Bundle A1 and testimony of Tee Lay Ling/DW 4 in Enclosure 55 Witness Statement Q and A 4).

By a resignation letter dated 24-08-2021, the plaintiff resigned from her employment with Naxus. (Refer to Page 4, Bundle B1).

During the trial, the plaintiff admitted she did tender her resignation letter. (Refer to Rows 4 to 11, Page 18, Notes of Proceedings).

By a letter dated 14-10-2021, the plaintiff also resigned as the director of PYSB. (Refer to Page 5, Bundle B1).

During the trial, the plaintiff admitted she did tender her resignation letter as the director of PYSB. (Refer to Rows 3 to 12, Page 19, Notes of Proceedings).

On the same date, that the plaintiff resigned as the director of PYSB i.e. 14-10-2021, the 1st defendant Zaiton Binti Ahmad was appointed as the director of PYSB. (Refer to Page 37, Bundle A1).

On 15-10-2021, the Share Transfer Form for 750,000 shares in PYSB was executed by the plaintiff in favour of the 1st defendant.

The signing was witnessed by two witnesses. They are Tee Lay Ling/DW 4 [See Notes of Proceedings Rows 16-27, Page 162 and Rows 1 - 2, Page 163]; and Azmizam bin Abd Aziz/DW 5. [See Enclosure 54 Witness Statement Q and A 6].

The Share Transfer Form can be seen at page 5, Bundle C1. Page 5 was later re-marked during trial as a Part B document. (Refer to Rows 7 - 23, Page 94, Notes of Proceedings).

On 10-05-2023, the plaintiff issued a notice of an EGM for PYSB to Ms. Lee Siew Ching, Company Secretary, stating that as the sole member of PYSB, she agreed to give shorter notice of the meeting convened therein to hold the EGM on 12-05-2023. [See Bundle C1, pages 17 - 18 Notice of Extraordinary General

However, Ms. Lee Siew Ching informed the plaintiff that she had resigned as the Company Secretary of PYSB on 02-05-2023. [See Bundle B1, Pages 90 - 93].

Notwithstanding the reply from Ms. Lee Siew Ching, the plaintiff proceeded to hold the EGM on 12-05-2023 as the sole member, assumed the chair of the meeting and voted to appoint Nik Ahmad Amin Bin Nik Man as a director of PYSB and removed the 2nd defendant Muhammad Hasrullah Bin Roslan who had been a director of PYSB since 28-03-2023. [See Bundle C1, page 19 EGM Minutes and Attendance List dated 12-05-2023].

On 24-05-2023, the Share Transfer Form was lodged with SSM after the Share Transfer Form was duly stamped by LHDN on 24- 05-2023 (Refer to Page 94, Bundle B1).

The delay in effecting the share transfer was explained in the WhatsApp communication by the late Mr. Gary , a director of Naxus, wherein he explained that the transfer would take place upon availability of the audited account of PYSB for the year of 2021, which was only available on 25-04-2023. [See Bundle C1 (later re-marked as Part B documents) pages 9 and 13].

The plaintiff PW1 confirmed during cross-examination that she was aware that the audited account for 2021 was not available at the time of her resignation. HARIHARAN Kamu sebagai kakitangan Naxus dan juga pengarah PYSB, kamu tahu pada tahun 2021, akaun; audited account PYSB masih belum disiapkan? Kamu tahu. PW1 Ya, saya tahu. (Refer to Rows 13 - 16, Page 44, Notes of Proceedings) Disputes arose between the plaintiff and defendants

The plaintiff alleged her signature on the Share Transfer Form was forged.

She also alleged that she is not a nominee shareholder holding the shares of PYSB on behalf of Naxus. She contends that the nominee arrangement is illegal.

She further alleged that the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05-2023 is valid. The plaintiff filed a writ against the defendants

The plaintiff filed a writ against the defendants and prayed, inter-alia, that the court grants a declaration that the transfer of her 750,000 shares in PYSB to the 1st defendant is invalid and that the court grants a further declaration that the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12- 05-2023 is valid.

The following witnesses testified during the trial for the plaintiff: - i. Krisia Binti Aris Palilah (Plaintiff) - PW-1; and ii.

The defendants called these witnesses-i. Ong Li Hoon (3rd defendant, Company Secretary) - DW1; ii. Zaiton Binti Ahmad (1st defendant, Shareholder) - DW2; iii. Muhammad Hasrullah Bin Roslan (2nd defendant, Director) - DW3; iv. Tee Lay Ling - DW4; and v. Azmizam bin Abd Aziz - DW5.

The issues are-i. Whether the transfer of the plaintiff’s 750,000 shares in PYSB to the 1st defendant is valid; ii. Whether the plaintiff is a nominee shareholder holding the 750,000 shares of PYSB on behalf of Naxus and whether the nominee arrangement is illegal; and iii. Whether the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05-2023 is valid.

I will now proceed to consider these three issues. Issue 1 - Whether the transfer of the plaintiff’s 750,000 shares in PYSB to the 1st defendant is valid Allegation signature on the Share Transfer Form was forged

The plaintiff pleaded that her signature on the Share Transfer Form was forged. See SOC at paragraph 23.

The burden to prove forgery is on the plaintiff.

Recently, the Federal Court in Teoh Kiang Hong v Theow Say Kow @ Teoh Kiang Seng, Henry [2025] 2 AMR FC, when reversing the Court of Appeal, reiterated the burden of proof principles. The relevant facts which concern this burden are as follows. Gary sent a demand letter to Henry for the performance of a share sale agreement ("SSA") which was formalised for the sale of Henry's share in the family companies to Gary. Henry denied the existence of the SSA and claimed that he never signed it. Henry alleged forgery of his signature and questioned the validity of the SSA.

Abang Iskandar Abang Hashim PCA [on behalf of the Federal Court] said at [89]: [89] However, on the question of who in law, shall bear the burden to prove forgery, specifically in this case, the alleged forgery of Henry's signature, we are of the unanimous view that the Court of Appeal had fallen into error in placing that onus on Gary, instead of on Henry. Clearly, Henry was alleging that his signature on the SSA was a forgery. In such a circumstance, because it was Henry who had so alleged, he bore the onus of proving that the signature was a forgery. There is a Latin maxim that reads, "onus probandi incumbit ei qui dicit, non ei qui negat", that translates to mean, the burden of proof lies with the one who speaks, not the one who denies the same. [Emphasis added]

I hold that forgery has not been proven as the plaintiff had failed to call a handwriting expert to prove that her signature was forged. WhatsApps conversations showing the plaintiff had signed the

Further, there were WhatsApps conversations showing the plaintiff had signed the Share Transfer Form. The WhatsApps conversations have been produced in the trial bundle C1 Enclosure 49 from pages 7 to 16 and these pages were later agreed to be Part B documents. The WhatsApps conversations are also set out in the defendants’ written submission [“DWS”] Enclosure 69 at paragraphs 4 [h] to [n] and 30.

Some of these WhatsApps conversations are-i. On 01-03-2022, Krisia said the following to Mr. Gary: - “Hi Boss How the share transfer process Done or still in progress” (Refer to Page 13, Bundle C1, Enclosure 49) ii. On 04-03-2022, Krisia said the following to Mr. Gary: - “Sudah lama sangat ini” “For the transfer share dah settle ke boss” “Pysb ada buat loan ke” “Dangerous if my share still not transfer yet” (Refer to Page 14, Bundle C1, Enclosure 49) iii. On 29-10-2022, Krisia said the following to Mr. Gary: - “Hi boss Sorry disturbing Just want to inform I nak keluar nama dari share holder pysb ye boss … (Refer to Page 16, Bundle C1, Enclosure 49) iv. On 09-01-2023, Krisia said the following to DW4: - “… i nak tau nama I sudah process sampai mana dah. Dah lama sangat ni still process2 berapa lama nak tunggu lagi. I pelik lah orang lain mau keluar share sekejap je process, tp I kenapa susah sangat ni” (Refer to Page 8, Bundle C1, Enclosure 49) Witnesses testified seeing the plaintiff signing the Share Transfer

Witnesses had also testified seeing the plaintiff signing the Share Transfer Form. DW 4 and 5 testified the signing of the Share Transfer Form was witnessed by them. [See DWS Enclosure 69 from paragraphs 43 to 46]. (Refer to Notes of Proceedings Rows 16 - 27, Page 162 and Rows 1 - 2, Page 163).

I have seen and heard these witnesses and accept their testimonies.

I now move to issue 2. Issue 2 - Whether the plaintiff is a nominee shareholder holding the 750,000 shares of PYSB on behalf of Naxus and whether the nominee arrangement is illegal Whether the plaintiff is a nominee shareholder

The plaintiff contends in her WS Enclosure 67 at paragraph 6- that she is not a nominee shareholder holding the shares of the 4th defendant (“PYSB”) on behalf of one Naxus.

DW 4 testified that she was a director of Naxus with the late Gary Yap, that the plaintiff was a staff of Naxus and that Gary wanted to set up PYSB and have the plaintiff as their nominee shareholder. [See Enclosure 55 WS Q and A 2].

I accept the testimony of DW 4.

Further, the undisputed contemporaneous documents pertaining to increments of paid-up capital of PYSB (Refer to Pages 16 - 22, Bundle A1) show that the paid-up capital of PYSB was solely contributed by Naxus.

The plaintiff also confirmed during cross-examination that she did not contribute to the paid-up capital or make any monetary contribution towards the operation of PYSB. [See Notes of Proceedings pages 8 - 9].

The plaintiff contends that the arrangement between Naxus and herself was a commercial arrangement for mutual consideration and not a pure nominee-beneficiary arrangement. In lieu of monetary share capital, the plaintiff invested and continued to invest her skills and services into PYSB. [See plaintiff’s WS Enclosure 67 at paragraph 23].

I find the plaintiff’s contentions not supported by contemporaneous documents. Whether the nominee arrangement is illegal

It is only when the shares are registered in the name of a nominee for an illegal purpose or in order to defraud a public authority, that the owner may be precluded from asserting his beneficial ownership of the shares. [See Walter Woon “Company Law” 2nd edition 1997 at page 462].

No evidence has been adduced by the plaintiff to show the nominee arrangement is illegal.

It is trite law that a nominee arrangement per se whereby a person holds shares on trust for the real owner is not illegal.

In a nominee arrangement there is a resulting trust relationship between the real owner and the registered shareholder; the registered shareholder being the trustee, and the real owner, the beneficiary [See Wong Kim Cheng v Aidil Fahmy bin Zainal Abedin & Ors [2014] 2 MLJ 63 CA].

In Wong Kim Cheng v Aidil Fahmy bin Zainal Abedin & Ors [2014] 2 MLJ 63 CA the plaintiff as beneficial owner of the shares paid for the acquisition of the shares and registered the shares under the name of the defendant as nominee. The nominee also pre-signed blank transfer forms in relation to the shares and the forms were kept in escrow with the company secretary.

Mohd Hishamudin JCA in delivering judgment of the court held as follows- [15] We have examined the evidence and we are satisfied that, from the evidence adduced, the plaintiff (PW1) (Mdm Wong Kim Cheng) has succeeded in establishing on a balance of probabilities that the 390,000 shares in question are hers and that the first defendant held the shares on trust for her benefit; and that the first defendant, in breach of that trust, had fraudulently or dishonestly transferred the shares to the second, third and fourth defendants; the transfer facilitated by the professional negligence of the fifth defendant, the company secretary. [16] We hold that there is a resulting trust relationship between the plaintiff and the first defendant in relation to the 390,000; the first defendant being the trustee, and the plaintiff, the beneficiary. … [19] There is credible evidence adduced as to how Mdm Wong acquired the 390,000 shares of the company in February and March 2008 via share certificate No 023 for 240,000 shares and share certificate No 030 for 150,000 shares; and that she paid the company (Lekas Takzim Sdn Bhd) RM475,000 for these shares through the issuance of the following cheques: … [30] According to the evidence of PW2, the first defendant had pre-signed blank transfer forms, namely, Forms 32A, in relation to the 390,000 shares; and the forms were kept in escrow with the company secretary, Norvic. [Emphasis added]

The principle that a nominee arrangement whereby a person holds shares on trust for the real owner is valid is also stated by the learned author Walter Woon in his book “Company Law” 2nd edition 1997 at page 462: - “A share is movable and not immovable property. Legal title in a share is rested in the person to whom the share is allotted or transferred and whose name is on the register of members in respect of that share. It is also possible for a person to have shares registered in the name of a nominee, who will hold as trustee for him. ….” [Emphasis added]

If the nominee arrangement is indeed illegal, which is not the case here, the court will not assist the plaintiff.

In Tetap Tiara Sdn Bhd v Pengurusan Perbadanan Jaya One & 21 Ors [2024] 1 AMR 499 CA, the Court of Appeal had said- [47] It is our respectful view that it is the statutory duty of the first defendant to hold the AGM yearly and to also hold the EGM required by parcel owners, instead of acting against its duty. The court should not defeat the mandatory requirement provided by the law. It is trite that the court will not condone or lend its hand to a party who takes advantage of its own wrongdoings and comes to court without clean hands. [Emphasis added] Sections 56, 60A to 60D of the Companies Act 2016 on disclosure of beneficial owners of the company

The plaintiff contends in her WS Enclosure 67 at paragraph 7- Sections 56, 60A to 60D of the Companies Act 2016 mandate disclosure of beneficial owners to shares. As there is no disclosure that Naxus or its ultimate beneficiaries (“BOs”) are beneficial owners of the plaintiff’s shares in PYSB, the issue of whether the BOs are the beneficial owners of the plaintiff’s shares in PYSB is purely a private matter between the plaintiff and the BOs. To invalidate the plaintiff’s rights as a legal shareholder vis PYSB is an affront to the spirit and intent of the legislature.

To my mind, this submission has no bearing on issues 1 and 2.

In any event, sections 60A to 60D of the Companies Act 2016 are new provisions inserted via section 3 of the Companies (Amendment) Act 2024 [Act A1701], and came into force only on 01-04-2024 [See Federal Government Gazette dated 26-03-2024].

The new sections 60A to 60D do not apply to the proceedings before me which are based on the Companies Act 2016 prior to the insertion of sections 60A to 60D of the Companies Act 2016. [See the saving provision in section 31 of the Companies (Amendment) Act 2024 [Act A1701]].

The saving provision in section 31 of the Companies (Amendment) Act 2024 [Act A1701] states that the amendment provisions are not to have any retrospective effect at all.

Section 31 of the Companies (Amendment) Act 2024 [Act A1701] reads- “Saving

Any investigation, trial, proceedings or action pending before the date of coming into operation of this Act shall, on the date of coming into operation of this Act, be continued in accordance with the provisions of the principal Act as if the principal Act had not been amended by this Act.”

I now move to issue 3. Issue 3 - Whether the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05-2023 is valid. Plaintiff’s contentions

The plaintiff contends in her WS Enclosure 67 at paragraph 38- Referring to the above authorities and cases, the plaintiff, as the sole legitimate shareholder of PYSB, has the right to convene a members' meeting to approve the resolution. The plaintiff issued the EGM notice and approved the resolution to appoint the Appointed Director. Court’s analysis

The material dates are-i. On 15-10-2021 the plaintiff signed the Share Transfer Form. ii. On 10-05-2023 the plaintiff issued the EGM notice. iii. On 12-05-2023 the plaintiff chaired the EGM. iv. On 24-05-2023 the Share Transfer Form was lodged with SSM after the Share Transfer Form was duly stamped by LHDN on 24-05-2023 (Refer to Page 94, Bundle B1).

Thus, the plaintiff contends that, even if she had signed the Share Transfer Form on 15-10-2021, she was still a shareholder on 10- 05-2023 when she issued the EGM notice stating that as the sole member of PYSB she agreed to give shorter notice of the meeting convened herein to hold the EGM on 12-05-2023. [See Bundle C1, pages 17 - 18 Notice of Extraordinary General Meeting of PYSB Company.

On the issue whether the plaintiff had validly called the EGM of the 4th defendant PYSB to sack the 2nd defendant Muhammad Hasrullah bin Roslan/DW3 as a director and appoint as his replacement one Nik Ahmad Amin Bin Nik Man, I hold that the plaintiff has no right to call and hold the EGM. Once the plaintiff had signed the Share Transfer Form and submitted the same to PYSB for registration, she is estopped from exercising any further right as a shareholder.

The Federal Court decision in Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331 FC is the locus classicus on the doctrine of estoppel in Malaysian.

Gopal Sri Ram JCA [delivering judgment of the court] said at pages 344 to 348- The time has come for this court to recognize that the doctrine of estoppel is a flexible principle by which justice is done according to the circumstances of the case. It is a doctrine of wide utility and has been resorted to in varying fact patterns to achieve justice. Indeed, the circumstances in which the doctrine may operate are endless. Edgar Joseph Jr J (as he then was) in an illuminating judgment in Alfred Templeton & Ors v Low Yat Holdings Sdn Bhd & Anor [1989] 2 MLJ 202 at p 244 applied the doctrine in a broad and liberal fashion to prevent a defendant from relying upon the provisions of the Limitation Act 1952. The doctrine may be applied to enlarge or to reduce the rights or obligations of a party under a contract: Sarat Chunder Dey v Gopal Chunder Laha LR 19 IA 203; Amalgamated Investment and Property Co Ltd (In liquidation) v Texas Commerce International Bank Ltd [1982] 1 QB 84; [1981] 3 All ER 577; [1981] 3 WLR 565. It has operated to prevent a litigant from denying the validity of an otherwise invalid trust (see, Commissioner for Religious Affairs, Trengganu & Ors v Tengku Mariam bte Tengku Sri Wa Raja & Anor [1970] 1 MLJ 222) or the validity of an option in a lease declared by statute to be invalid for want of registration (see, Taylor Fashions Ltd v Liverpool Victoria Friendly Society [1981] 1 All ER 897; [1981] 2 WLR 576). It has been applied to prevent a litigant from asserting that there was no valid and binding contract between him and his opponent (see, Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387; [1995] 3 MLJ 331 at 345 Spiro v Lintern [1973] 3 All ER 319; [1973] 1 WLR 1002). It may operate to bind parties as to the meaning or legal effect of a document or a clause in a contract which they have settled upon (see the Amalgamated case) or which one party to the contract has represented or encouraged the other to believe as the true legal effect or meaning: American Surety Co of New York v Calgary Milling Co Ltd (1919) 48 DLR 295; De Tchihatchef v Salerni Coupling Ltd [1932] 1 Ch 330 Taylor Fashions. We would add that it is wrong to apply the maxim ‘estoppel may be used as a shield but not a sword’ as limiting the availability of the doctrine to defendants alone. Plaintiffs too may have recourse to it… We take this opportunity to declare that the detriment element does not form part of the doctrine of estoppel. In other words, it is not an essential ingredient requiring proof before the doctrine may be invoked. All that need be shown is that in the particular circumstances of a case, it would be unjust to permit the representor or encourager to insist upon his strict legal rights. In the resolution of this issue, a judicial arbiter would, when making his assessment of where the justice of the case lies, be entitled to have regard to the conduct of the litigant raising the estoppel. This may, but need not in all cases, include the determination of the question as to whether the particular litigant had altered his position, although such alteration need not be to his detriment. [Emphasis mine]

Further, the execution of the Share Transfer Form and delivery of the certificate and transfer for registration are sufficient to divest the plaintiff of her interest. [See Re Rose, Rose v Inland Revenue Commissioners [1952] CH 499 CA England]. She no longer has any right to call for an EGM or chair the EGM.

In FKJV (M) Sdn Bhd (formerly known as Ardenmax Cosmetic Sdn Bhd) v Mode Circle Sdn Bhd and Other Suits [2012] MLJU 751 HC, [2012] 5 MLRH 660 HC, Lee Swee Seng JC held as follows: - “[136] Further Mr Yong had also signed the blank transfer form and deposit the shares certificate with Madam Ong. The implication arising out of that is that Madam Ong can deal with the shares as she may be pleased to do so. [137] Parting with one's shares certificate and a duly signed shares transfer form can only mean one thing: that consistent with the fact the Mr Yong was only a trustee of the shares he had left everything in the hands of Madam Ong to deal with the shares as she may be pleased as she was the real beneficial owner of the shares.”

In conclusion, on issue 3 I hold that the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05- 2023 is not valid.

For the reasons above, I dismiss the suit with costs of RM 80,000 subject to allocatur. Dated: 05th August 2025 ………(signed)…………. Leong Wai Hong Judge High Court of Malaya Kuala Lumpur (NCC 6) Counsel for plaintiff: Lawrence T.H Lee and Charunee a/p Che Ron Lawrence Lee & Hoong (Kuala Lumpur) Counsel for defendants: Hariharan Tara Singh and Tan Eng Seng T.S. Hariharan & Partners (Subang Jaya) CASES REFERRED TO: 1) Alfred Templeton & Ors v Low Yat Holdings Sdn Bhd & Anor [1989] 2 MLJ 202. 2) Amalgamated Investment and Property Co Ltd (In liquidation) v Texas Commerce International Bank Ltd [1982] 1 QB 84; [1981] 3 All ER 577; [1981] 3 WLR 565. 3) American Surety Co of New York v Calgary Milling Co Ltd (1919) 48 DLR 295. 4) Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331 FC. 5) Commissioner for Religious Affairs, Trengganu & Ors v Tengku Mariam bte Tengku Sri Wa Raja & Anor [1970] 1 MLJ 222. 6) De Tchihatchef v Salerni Coupling Ltd [1932] 1 Ch 330. 7) FKJV (M) Sdn Bhd v Mode Circle Sdn Bhd and Other Suits [2012] MLJU 751 HC, [2012] 5 MLRH 660 HC 8) Re Rose, Rose v Inland Revenue Commissioners [1952] CH 499 CA England. 9) Sarat Chunder Dey v Gopal Chunder Laha LR 19 IA 203. 10) Spiro v Lintern [1973] 3 All ER 319; [1973] 1 WLR 1002. 11) Taylor Fashions Ltd v Liverpool Victoria Friendly Society [1981] 1 All ER 897; [1981] 2 WLR 576. 12) Teoh Kiang Hong v Theow Say Kow @ Teoh Kiang Seng, Henry [2025] 2 AMR FC. 13) Tetap Tiara Sdn Bhd v Pengurusan Perbadanan Jaya One & 21 Ors [2024] 1 AMR 499, CA. 14) Wong Kim Cheng v Aidil Fahmy bin Zainal Abedin & Ors [2014] 2 MLJ 63 CA. 15) Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387; [1995] 3 MLJ 331. LEGISLATION REFERRED TO: 1) Companies Act 2016 sections 56, 60A to 60D. 2) Companies (Amendment) Act 2024 [Act A1701] section 3 and section 31. BOOK REFERRED TO: 1) “Company Law” 2nd edition 1997 by Walter Woon.