Rahman Hydraulic Tin Sdn Bhd v 1. ) Dato' Seri Dr Mohd Ajib Bin Anuar (WA-22NCvC-748-11/2018)

DATO’ SERI DR MOHD AJIB BIN ANUAR

SMART ALADDIN SDN. BHD.

HEDD INDUSTRIES (M) SDN. BHD.

DATO’ HAJI MUSA BIN HAJI NORDIN

JOHAIZAL BIN HAJI MUSA

SHARIFAH FARIDAH BT. M.A.G ABDUL RASHEED (NRIC NO.: 680803-10-5810) …DEFENDANTS 15/08/2025 16:30:10 WA-22NCvC-748-11/2018 Kand. 333 S/N nehn4x4la0OrcS2vO6tEdA GROUNDS OF JUDGMENT Introduction 1. This suit involves a claim of breach of duty and conspiracy of a former director and secretary of the largest and oldest tin mining company in Malaysia (“this Suit”). Brief Facts of the Case 2. The Plaintiff, Rahman Hydraulic Tin Sdn Bhd (“RHT”) is the holder of 5 mining leases identified as Lot 6173, Lot 6174, Lot 6175, Lot 7430 (formerly Lot 6177) and Lot 2206, all located in Klian Intan, Mukim Pengkalan Hulu, Daerah Hulu Perak (“the 5 Mining Leases”).

The 1st Defendant was the former director of RHT and Group Chief Executive Officer of RHT’s holding company, Malaysia Smelting Corporation Berhad (“MSC”)(“the Plaintiff’s Board”).

The 6th Defendant was the Company Secretary of RHT and Head of Legal of MSC.

The Plaintiff in this case claimed that between October 2007 and December 2012, the 1st Defendant had caused RHT to enter into a series of questionable agreements with Smart Aladdin Sdn Bhd (“Smart Aladdin”) and Hedd Industries (M) Sdn Bhd (“Hedd Industries”) respectively, particulars of which are as follows: S/N nehn4x4la0OrcS2vO6tEdA a) Agreement between RHT and Smart Aladdin dated 10.10.2007 (“First Smart Agreement”); b) Agreement between RHT and Hedd Industries dated 24.10.2007 (“First Hedd Agreement”); c) Supplemental Agreement between RHT and Smart Aladdin dated 23.3.2012 (“Second Smart Agreement”); d) Supplemental Agreement between RHT and Hedd Industries dated 23.3.2012 (“Second Hedd Agreement”); e) Extension Agreement between RHT and Smart Aladdin dated 14.12.2012 (Third Smart Agreement”); and f) Extension Agreement between RHT and Hedd Industries dated 14.12.2012 (“Third Hedd Agreement”) (collectively referred as “the Tribute Agreements”).

The Tribute Agreements were all signed by 1st Defendant and witnessed by 6th Defendant, on the Plaintiff’s behalf.

The First Smart Agreement and First Hedd Agreement, on the surface, were executed to engage Smart Aladdin and later Hedd Industries, as Smart Aladdin’s collaborator, to assist RHT in expediting obtaining the State Authorities’ approval of: S/N nehn4x4la0OrcS2vO6tEdA a) Renewal of the 5 Mining Leases held by RHT (“Lease Renewal”); and b) Grant of 3 new mining titles identified as Lots 4144 and 4150 and a state land.

The First Smart Agreement and First Hedd Agreement provide that in consideration, RHT would pay Smart Aladdin and Hedd Industries separate monthly tribute payments based on a percentage of the value of tin-in concentrates produced by RHT.

Meanwhile, the gist of executing the Second Smart Agreement and Second Hedd Agreement was to complement and enhance the First Smart Agreement and First Hedd Agreement respectively. The Second Smart Agreement and Second Hedd Agreement provide for acknowledgements by RHT that, inter alia: a) The 5 Mining Leases were renewed within 3 months from the execution of the First Smart Agreement and First Hedd Agreement due to the efficient manner of operation by Smart and Hedd; and b) Smart and Hedd had rendered the following general consultancy services to RHT (“General Consultancy Services”) and will continue to do so.

The Third Smart Agreement and Third Hedd Agreement were executed to continue engaging Smart and Hedd as consultants in assisting RHT to procure the extension of the 5 Mining S/N nehn4x4la0OrcS2vO6tEdA Leases for 21 years, until year 2030 (“Lease Extension”) and to provide the General Consultancy Services. The Third Smart Agreement and Third Hedd Agreement provide that in consideration, RHT would make tribute payments to Smart and Hedd under the Third Smart and Third Hedd Agreements until year 2030 at the rates agreed earlier.

The Third Smart and Third Hedd Agreements also revoked the First Smart Agreement and First Hedd Agreement with effect from 1.1.2012.

On 7.10.2016, RHT’s Board of Directors (“the Plaintiff’s New Board”) was completely replaced by new members. Upon their appointment, the Plaintiff’s New Board had concerns on the role played by Smart Aladdin and Hedd Industries and the substantial continuous payments that were being made to them under the Tribute Agreements. After carrying out an internal review, RHT then decided to cease payment in February 2017.

On 19.4.2017, RHT rescinded the Tribute Agreements. This led to Smart Aladdin and Hedd Industries commencing Kuala Lumpur High Court Suit No.: WA-22NCvC-381-07/2017 (“Suit 381”) against RHT.

In Suit 381, RHT defended Smart Aladdin and Hedd Industries’s claim and counterclaimed against them essentially to seek declaration that the Tribute Agreements are null and void as there was a total failure of consideration under the Tribute S/N nehn4x4la0OrcS2vO6tEdA Agreements and/or the services, if any, by Smart Aladdin and Hedd Industries under the Tribute Agreements were for influence peddling.

After the commencement of Suit 381, the Plaintiff alleged that through further internal reviews, it discovered the 1st Defendant has breached his duties owed to RHT and conspired against RHT, by causing RHT to enter into the Tribute Agreements and committing RHT to continuously make tribute payments until September of 2030, all of which are against the best interest of RHT. As a result, RHT has suffered substantial loss and damage.

Hence, the Plaintiff is now bringing this Suit claiming that the 1st and 6th Defendant had breached their duties and/or conspiracy against the Plaintiff.

At the same time, the 1st Defendant has a counterclaim premised on the tort of abuse of process for he contends that this Suit is nothing more than retaliation as a result of the 1st Defendant’s refusal to broker a settlement on behalf of RHT of the dispute between RHT and one Dato’ Musa’s faction. Plaintiff’s Case 18. In short, the Plaintiff’s case is that the 1st and 6th Defendants have breached their duties and obligations owed to Plaintiff and acted against the best interest of Plaintiff in causing or S/N nehn4x4la0OrcS2vO6tEdA facilitating Plaintiff to enter into the Tribute Agreements (See p.17 of Encl.241), the gist are as follows: a) The First Smart Agreement This agreement was entered into by Plaintiff based on the information provided by and on the recommendation of 1st Defendant. In recommending the execution of this agreement, the Plaintiff alleged that the 1st Defendant had concealed material information and/or misled the Plaintiff’s Board; b) The First Hedd Agreement The 1st Defendant, on Plaintiff’s behalf, executed this agreement without the knowledge and approval of Plaintiff’s Board; c) The Second Smart & Hedd Agreements The 1st Defendant, on Plaintiff’s behalf, executed these agreements without the knowledge and approval of the Plaintiff’s Board; d) The Third Smart & Hedd Agreements These agreements were entered into by Plaintiff based on the information provided by and on the recommendation of 1st Defendant. In recommending the execution of these agreements, 1st Defendant had allegedly concealed material information and/or misled the Plaintiff’s Board; S/N nehn4x4la0OrcS2vO6tEdA e) The 6th Defendant knew 1st Defendant had concealed material information and/or misled Plaintiff Board but did not inform Plaintiff’s Board and chose to conceal the same from Plaintiff’s Board; f) The 1st and 6th Defendants have caused Plaintiff to continuously perform and made payments under the Tribute Agreements; and g) The Tribute Agreements are a sham and against the best interests of Plaintiff and as a result, the Plaintiff has suffered substantial loss and damage in the form the tribute payments made to Smart Aladdin and Hedd Industries. The 1st Defendant’s Case 19. The 1st Defendant submitted that he did not breach his fiduciary duties when RHT executed the Tribute Agreements with Smart Aladdin and Hedd Industries. It was a business judgment made after taking into account professional advice and the Plaintiff’s interests.

The 1st Defendant argued that he had at all material times discharged his duties owed to Plaintiff and acted in the best interest of Plaintiff to secure the renewal of the 5 Mining Leases. The renewal of the 5 Mining Leases was critical to Plaintiff’s survival and crucial to enable Plaintiff to continue operating at the material time. S/N nehn4x4la0OrcS2vO6tEdA

It is the 1st Defendant’s case that the Plaintiff had failed to prove on a balance of probabilities that in all the facts and circumstances of the case the 1st Defendant had breached his fiduciary duties, committed a fraud against the Plaintiff, or conspired to injure the interest of the Plaintiff.

In addition, the 1st Defendant’s counsel posited that the Plaintiff’s claim against the 1st Defendant and its continued persecution of the 1st Defendant is not genuine and motivated by mala fides. The 6th Defendant’s Case 23. The counsel for the 6th Defendant insisted that as a company secretary and a legal advisor of the Plaintiff, their client does not wield any powers, influence or authority to assist the 1st Defendant to procure the Plaintiff to enter into the execution of the Tribute Agreement.

To put it another way, the 6th Defendant was merely carried out instructions of the Plaintiff’s Board because she was a signatory to the Plaintiff’s bank accounts. It is just part of the Plaintiff’s procedure for the 6th Defendant to approve payments which were already independently confirmed and verified by the Plaintiff’s Board. The Trial 25. The Plaintiff has called a total of four (4) witnesses during trial. They were: S/N nehn4x4la0OrcS2vO6tEdA a) the Finance Manager of RHT, Ms. Low Siew Choo (PW1); b) the former director of RHT, Mr. John Matthew Mathai (PW2); c) the senior Mine Manager of RHT, Mr. Hariyanto bin Salleh (PW3); and d) the current director of RHT, Dato’ Dr. Ir. Yong Mian Thong

Meanwhile, the Defendants’ witnesses during trial are as follows: a) the 1st Defendant himself, Dato’ Seri Mohd Ajib bin Anuar (DW1); and b) the 6th Defendant herself, Ms. Sharifah Faridah Bt. M.A.G. Abdul Rasheed (DW2). Issues 27. The issues to be tried, as agreed by the Plaintiff and the 1st Defendant before the commencement of the Trial, are as follows:

Whether there was any wrongdoing on the part of the 1st Defendant whilst he was a director of the Plaintiff in causing the Plaintiff to enter into the Tribute Agreements. In this regard, whether the 1st Defendant:

1.1 Breached his fiduciary duties, statutory duties and/or common law duty of care owed to the Plaintiff by: S/N nehn4x4la0OrcS2vO6tEdA

executing and/or causing the Plaintiff to enter into the Tribute Agreements;

committing the Plaintiff to make continuous tribute payments to Smart Aladdin and Hedd Industries pursuant to the Tribute Agreements.

1.2 Committed fraud on the Plaintiff by:

executing and/or causing the Plaintiff to enter into the Tribute Agreements;

committing the Plaintiff to make continuous tribute payments to Smart Aladdin and Hedd Industries pursuant to the Tribute Agreements; and/or

1.3 Conspired with the 6th Defendant through unlawful means and/or for unlawful acts calculated to injure the Plaintiff.

Both parties had agreed on few issues to be tried against the 6th Defendant, which are:

Whether the 6th Defendant owes fiduciary duty, statutory duty and/or common law duty of care to the Plaintiff?

Whether the 6th Defendant has breached her fiduciary duties, statutory duties and/or common law duty of care owned to the Plaintiff by: S/N nehn4x4la0OrcS2vO6tEdA a) assisting the 1st Defendant in causing and/or procuring the Plaintiff to enter into and/or having facilitated the execution of the Tribute Agreements; and b) causing the Plaintiff to make continuous tribute payments to Smart Aladdin and Hedd Industries pursuant to the Tribute Agreements.

Further or in the alternative, in the event paragraph 1 is answered in the affirmative, whether the 6th Defendant has dishonestly assisted the 1st Defendant breaching his fiduciary duties owed to the Plaintiff.

In the event paragraphs 1, 2 and/or 3 are answered in the affirmative, whether 1st and 6th Defendants by breaching their duties owed to the Plaintiff have caused the Plaintiff to suffer loss and damage.

Meanwhile, there are two issues to be determined by this Court in regards to the counterclaim by 1st Defendant against the Plaintiff. They are:

Whether the Plaintiff’s action against the 1st Defendant was filed for a collateral purpose, that is, to put pressure on the 1st Defendant in order to gain and/or maximize its leverage in Suit 381 and/or to force a settlement of the dispute in Suit 381 between the Plaintiff, Smart Aladdin and Hedd Industries, and if so, whether the Plaintiff’s claim has S/N nehn4x4la0OrcS2vO6tEdA caused injury to the 1st Defendant’s reputation, causing him to suffer loss and damage.

Whether the Plaintiff’s action against the 1st Defendant is an abuse of process. Findings and Decisions of the Court 30. Having appraised the evidence and all witnesses put forward by all the parties, and having considered the submissions by the learned counsels for both parties, I find that the Plaintiff had failed to prove on a balance of probabilities that in all the facts and circumstances of the case, the 1st and 6th Defendant had breached their fiduciary duties, committed a fraud against the RHT, or conspired to injure the interest of the Plaintiff.

I fail to discern any substantial grounds for the Plaintiff’s case against the 1st and 6th Defendant as the Plaintiff had failed to prove there were breach of duties. Herein are my reasons which I have structured into few key points in answering the main disputes in this Suit. A. Test for breach of director’s duties 32. Section 213 of the Companies Act 2016 codifies the duties of directors and provides as follows: “Duties and responsibilities of directors S/N nehn4x4la0OrcS2vO6tEdA

(1) A director of a company shall at all times exercise his powers in accordance with the Act, for a proper purpose and in good faith in the best interest of the company.

A director of a company shall exercise reasonable care, skills and diligence with –

the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities; and

any additional knowledge, skill and experience which the director in fact has.”.

That is to say, the Companies Act 2016 has made it clear that the 1st Defendant owed fiduciary duties and/or common law duty of care to Plaintiff, which includes to act bona fide in the best interests of Plaintiff, not to act for his own benefit or the benefit of a third party, without the informed consent of Plaintiff and to make full, frank and timely disclosure to Plaintiff’s Board of any situation that may have a substantial effect on the interests of Plaintiff (See also Tan Sri Dato’ Tajudin Ramli v Rego Multi-Trades Sdn Bhd [2018] 7 CLJ 197 and Taz Logistics Sdn Bhd v Taz Metals Sdn Bhd & Ors [2019] 3 MLJ 510).

The Federal Court in Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd & anor appeal [2018] 2 CLJ 641 could not be clearer when Azahar Mohamed FCJ (later CJM) held that the correct test for breach of duty combines a subjective element and objective element at p.229: S/N nehn4x4la0OrcS2vO6tEdA “[157] The new s.132(1) of the Act codified the duties of the directors to act in the best interest of the company. What then is meant by ‘the best interest of the company'? The provision leaves open the scope of the phrase. It was Lord Greene MR in In re Smith & Fawcett, Limited [1942] Ch 304 who first said about the ‘interest of the company’ in the context of the subjective aspect of the duty that required directors to exercise their powers honestly in what they believe, and not what a court may consider. In that case, the articles gave the directors an uncontrolled discretion to refuse to register a transfer. A, as executor of his father, claimed to be put on the register in respect of 4,001 shares held by his father. The directors refused to put A on the register unless he sold 2,000 shares to a director, in which case they would register A in respect of 2,001 shares. A challenged the refusal. The English Court of Appeal held that the refusal to register the transfer was allowed to stand. Lord Greene MR said, ‘They must exercise their discretion bona fide in what they consider — not what a court may consider — is in the interests of the company, and not for any collateral purpose’.”. [Emphasis added]

To be more precise, in order to determine whether the 1st Defendant has breached his duties to the Plaintiff, the court would need to determine the state of mind of the 1st Defendant S/N nehn4x4la0OrcS2vO6tEdA and whether the 1st Defendant considers the exercise of discretion is in the best interest of the Plaintiff.

The Apex Court in Tengku Dato’ Ibrahim Petra (supra) had delved in length on the subjective test that which includes the duty is to act in what the director believes, not what the court believes, to be the best interest of the company: “[166] In our judgment, the correct test combines both subjective and objective tests. The test is subjective in the sense that the breach of the duty is determined on an assessment of the state of mind of the director; the issue is whether the director (not the court) considers that the exercise of discretion is in the best interest of the company. In this regard, in Corporate Law by Hans Tjio, Pearlie Koh and Lee Pey Woan at p 361, the learned authors said that the director’s conduct is tested by reference to an essentially subjective barometer. The classic formulation of the subjective element in the test is found, as we have discussed earlier at para 157, in In re Smith & Fawcett, Limited in which Lord Greene MR said that ‘directors must exercise their discretion bona fide in what they consider — not what a court may consider — is in the interest of the company’. The duty is to act in what the director believes, not what the court believes, to be the best interest of the company. The subjective nature of the test S/N nehn4x4la0OrcS2vO6tEdA can be seen in Regentcrest Plc (in liq) v Cohen [2001] BCC 494 where Jonathan Parker J said: … the question whether the director honestly believed that his act or omission was in the interests of the company. The issue is as to the director’s state of mind. No doubt, where it is clear that the act or omission under challenge resulted in substantial detriment to the company, the director will have a harder task persuading the court that he honestly believed it to be in the company’s interest; but that does not detract from the subjective nature of the test.

The test is objective in the sense that the director’s assessment of the company’s best interest is subject to an objective review or examination by the court. “[168] …The objective element in the test relates to the court’s supervision over directors who claim to have been genuinely acting to promote the company’s interest even though, objectively, the transactions were not in the company’s interests. The subjective belief of the directors cannot determine the issue: the court has to assess whether an intelligent and honest man in the position of a director of the company concerned could, in the S/N nehn4x4la0OrcS2vO6tEdA whole of the existing circumstances, have reasonably believed that the transactions were for the benefit of the company. This is the test set out in Charterbridge Corporation Ltd v Lloyds Bank Ltd [1970] 1 Ch 62 (at 74) and it has been applied here since adopted by this court in Intraco Ltd v Multi-Pak Singapore Pte Ltd [1994] 3 SLR (R) 1064 (at [28]).”. [Emphasis added]

Therefore, with the applicable and relevant law, the Defendants will have to pass the subjective and objective elements of the test and if not, they would, therefore, be guilty of any breach of duty. B. First Smart and First Hedd Agreements 39. The Plaintiff premised that the 1st Defendant’s breaches in respect of the First Smart Agreement and First Hedd Agreement are as follows:

the 1st Defendant knew but failed to disclose to the Plaintiff’s Board that the actual purpose of executing the First Smart Agreement was to engage Dato’ Musa, the principal of Smart Aladdin and Hedd Industries, to assert his influence and connections with the relevant authorities and stakeholders to expedite the Lease Renewal, and not to provide any consultancy services to RHT; S/N nehn4x4la0OrcS2vO6tEdA

Without the authority of the Plaintiff’s Board, the 1st Defendant executed the First Hedd Agreement to appoint Hedd Industries to collaborate with Smart Aladdin; and

The designation of Hedd Industries as a collaborator to collaborate with Smart Aladdin is illogical, as these entities are essentially identical, sharing the same directors and shareholders.

At the MSC Exco meeting dated 9.10.2007, the 1st Defendant tabled Exco Paper 23/07 (“Exco Paper 23/07”) with the objective of seeking board approval for RHT to enter into a Tribute Agreements with Smart Aladdin to secure the renewal of the 5 Mining Leases (See MSC Board Exco Paper in Common Bundles of Document, p. 1451 – 1468) (Encl. 202).

Based on the MSC Exco Meeting, the following information was provided to the MSC board by the 1st Defendant: a) The facts and circumstances regarding RHT’s efforts in securing the renewal of the 5 Mining Leases and how Smart Aladdin approached the 1st Defendant offering assistance to secure the renewal of the 5 Mining Leases; b) The proposed draft agreement itself between RHT and Smart, containing the terms negotiated between the 1st Defendant and Smart, which was annexed as Annexure 1 to the Exco Paper (“Draft Agreement”); S/N nehn4x4la0OrcS2vO6tEdA c) A table of comparison of the proposed payment consideration between RHT and Smart, as compared to the respective arrangements with Seriwaja Sempurna and Sumbangan Wajar; d) The board was also informed that MSC’s management had received reliable feedback from the state and mining circle indicating that RHT’s renewal application had not been processed by the State’s Land and Mines Department and that another 2 parties had submitted proposals to secure the 5 Mining Leases. The proposals included tribute payments to Perak-based parties at higher rates than the tribute formula agreed with Sumbangan Wajar; e) It was highlighted to the board that although long-standing negotiations with Sumbangan Wajar had been ongoing, assisted by Dato’ Ismail Shahudin, no agreement had been signed. In the meantime, Smart Aladdin had approached MSC and indicated that it could assist RHT to secure the renewal of the 5 Mining Leases within 6 months; and f) It was further highlighted to the Plaintiff’s Board that Smart Aladdin had the necessary support within the state authorities’ networks as well as links to Yayasan Sultan Azlan Shah to assist in the renewal application. S/N nehn4x4la0OrcS2vO6tEdA

In short, the Exco Paper 23/07 contained detailed information and analysis of the proposed agreement with Smart. The inclusion of the Draft Agreement in the Exco Paper 23/07 entirely discredits the Plaintiff's claim of any fraudulent concealment by the 1st Defendant during the 9.10.2007 MSC Exco Meeting concerning the entering into of the 1st Smart Agreement. The terms of the proposed arrangement with Smart were there for all to see.

PW2 in cross-examination confirmed and acknowledged the fact that “the contemporaneous evidence in the form of the minutes of meeting discloses no objection whatsoever from any member of the board of MSC who had attended and voted upon it.” (See NOP (Vol.1) pp.96 to 105).

Hence, after the board deliberated extensively on the information provided, findings, production and cashflow forecasts, financial justifications, and recommendations set out in Exco Paper 23/07, the board of MSC collectively resolved and approved the execution of the proposed tribute agreement between RHT and Smart (See Common Bundles of Document, p.52) (Encl.197).

The First Smart Agreement that was executed was essentially the same as the Draft Agreement that was tabled at the 9.10.2007 MSC Exco Meeting, save for 2 additional paragraphs in Appendix 3 of the Agreement with minor changes. PW2 confirmed in cross-examination that the final executed version S/N nehn4x4la0OrcS2vO6tEdA was the same as what the board approved, save for the additional 2 paras in Appendix 3.

Whether there was a full and frank disclosure of purpose of appointing Smart Aladdin to the Plaintiff’s Board 46. The Plaintiff submitted that on 9.10.2007, the 1st Defendant informed or represented to the Plaintiff’s Board that the appointment of Smart Aladdin was to provide consultancy services to expedite the Lease Renewal and secure 3 New Mining Titles, even though he knew this was not the case.

The Plaintiff in his submission pointed out that the 1st Defendant conceded that his primary motive in recommending for the appointment of Smart Aladdin and execution of the First Smart Agreement was to engage Dato’ Musa, and not Smart Aladdin, for the purpose of using his linkages and connection with the State Authorities to secure the renewal of the Lease Renewal.

In short, the Plaintiff is taking issue with the fact that since there was no reference to Dato’ Musa in the 1st Defendant’s presentation to the Plaintiff’s Board, the Plaintiff was deprived of making an informed decision on the appointment of Smart Aladdin.

This Court acknowledge that throughout the Trial, the 1st Defendant has testified on multiple occasions that the Plaintiff’s Board was fully aware that Dato’ Musa was behind Smart Aladdin. S/N nehn4x4la0OrcS2vO6tEdA

The Plaintiff appeared to tacitly acknowledge the 1st Defendant’s testimony regarding the awareness of Dato’ Musa's role in Smart Aladdin by the Plaintiff’s Board. This acknowledgment was evident when the 1st Defendant, in his testimony, claimed to have kept the Plaintiff’s Board well-informed about the person who approached him and all the details conveyed by Dato’ Musa, and notably, no challenges were mounted against his assertions. [See NOP (Vol.2) pp.258 to 259] Ok. Ok. They approached me first, My Lord, yes. Ok. When you say they, Dato’ Seri, would it be, would it be a person obviously, would you able to tell us who was the person who approached you Dato’ Seri? Dato’ Musa and then subsequently he and his son, Johaizal. Dato’ Musa and his son Johaizal. Yes. That approached you first. Yes.

In addition, the counsel for the 1st Defendant alleged that while the board minutes specifically referenced Smart Aladdin, it was widely understood among board members that Dato’ Musa played a crucial role in securing the renewal of the 5 Mining Leases through his company, Smart Aladdin. S/N nehn4x4la0OrcS2vO6tEdA

Hence, the exclusion of Dato’ Musa’s name from the board minutes was considered superfluous, as the board was already fully cognizant of his participation as testified by DW1 during trial. [See NOP (Vol.2) pp.286 to 287] And when you said that Smart Aladdin has all these linkages whatever it is really the person behind the company of Smart Aladdin which is Dato' Musa that had all these connections to the state authority and to Yayasan Sultan Azlan Shah. Am I correct? Well, I dealt that with Dato' Musa and he said to me he has many people, many stakeholders supporting him through his company. So, his company is the platform and he is the head of that company. So, I only dealt with him. Yes.

The 1st Defendant has actively refuted the Plaintiff’s assertions during cross-examination, challenging the notion that he made no representation or informed the board about Dato’ Musa being the figure behind Smart Aladdin. It is also noteworthy that the testimony of the 1st Defendant appears to have gone unchallenged by the Plaintiff’s counsel. (See NOP (Vol.2) pp.295 to 297). S/N nehn4x4la0OrcS2vO6tEdA

The 1st Defendant in his submission mentioned that, the Plaintiff is an entity and not a person. Hence, it is impossible for an entity to have linkages or connections with the Perak State Authorities or Yayasan Sultan Azlan Shah. There must be a person or individual behind it.

Therefore, when the 1st Defendant represented to the board that Smart Aladdin had the necessary support within the State Authorities’ network and links to Yayasan Sultan Azlan Shah to assist in the Lease Renewal application, he was, and could only have been, referring to the person or people (shareholders and directors) of Smart Aladdin, that is, Dato’ Musa.

I completely concur with the Defendants in this point. I fail to discern any substantial ground for the Plaintiff’s assertion that the 1st Defendant had breached his duties to fully and frankly disclose the true motive of appointing Smart Aladdin.

Moreover, the Plaintiff has failed to establish that the Plaintiff’s Board did not know that Dato’ Musa’s services were being engaged as the Plaintiff did not reach out to any of the members of the previous board to ascertain, as a matter of fact, that they did not know that Dato’ Musa was behind Smart Aladdin.

(ii) Whether the 1st Defendant executed the First Hedd Agreement without authority 58. It is the Plaintiff’s contention that the 1st Defendant executed the First Hedd Agreement without approval of the Plaintiff’s Board S/N nehn4x4la0OrcS2vO6tEdA since the Plaintiff’s Board minutes do not show such approval being sought and obtained.

The 1st Defendant on the other hand contended that he did not require Plaintiff’s Board’s approval to execute the First Hedd Agreement as there was no change in the total tribute payments.

The Plaintiff rebutted this point by stating that if the 1st Defendant’s contention is to be accepted, it would mean a director of a company is free to enter into agreements with any party without approval of the board of directors so long as there is no financial impact to the company.

The 1st Defendant premised that there is no credible evidence, in the first place, of any requirement that the 1st Defendant even needed the express approval of the board for the execution of the First Hedd Agreement.

Furthermore, the 1st Defendant contended that pursuant to the board approval given at the 9.10.2007 MSC Exco Meeting for RHT to enter into a tribute agreement with Smart Aladdin, the Draft Agreement had expressly provided for a collaborator to be identified by Smart Aladdin.

Not only the collaborator will assist in the renewal of the 5 Mining Leases, the MSC Exco Meeting also envisaged that in light of the fact that there was to be no change whatsoever in S/N nehn4x4la0OrcS2vO6tEdA the total tribute payments to be paid by RHT, the 1st Defendant had the necessary approval and / or lawful authority, as Group CEO, to enter into the First Hedd Agreement on behalf of the Plaintiff, following execution of the First Smart Agreement, in all the facts and circumstances of the case.

All of these are reflected in the contemporaneous documentary evidence in the form of the Draft Agreement (Annexure 1 to Exco Paper 23/07 tabled at the 9.10.2007 MSC Exco Meeting) produced by the 1st Defendant before this Court.

The board had at the 9.10.2007 MSC Exco Meeting expressly approved that “management be duly authorised to conclude all other documents, agreements, and do all things and acts in connection with the above”. Therefore, the 1st Defendant submitted that the execution of the First Hedd Agreement is expressly covered by this and did, therefore, have the necessary Plaintiff’s Board approval.

The 1st Defendant relied on the case of Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549 to support his contention that the 1st Defendant had actual (implied) authority in law to enter into the First Hedd Agreement, by virtue of his position as Group CEO. S/N nehn4x4la0OrcS2vO6tEdA

Roskill J. in Hely-Hutchinson (supra) summarised the principle that the actual authority may be express and implied at p.583 (para A-C) of the judgment: “I need not consider at length the law on the authority of an agent, actual, apparent or ostensible. That has been done in the judgments of this court in Freeman v Lockyer v Buckhurst Park Properties (Mangal) Ltd. It is there shown that actual authority may be express or implied. It is express when it is given by express words, such as when a board of directors pass a resolution that authorises 2 of their number to sign cheques. It is implied when it is inferred from the conduct of the parties and the circumstances of the case, such as when the board of directors appoint one of their number to be managing director. They thereby impliedly authorise him to do all such things as fall within the usual scope of that office. Actual authority, express or implied, is binding as between the company and the agent (ie its director), and also as between the company and others, whether they are within the company or outside it.”. [Emphasis added]

The above principle was later affirmed in the Court of Appeal case of Choo Chin Thye v Concrete Engineering Products Bhd & other appeals [2005] 4 MLJ 14. S/N nehn4x4la0OrcS2vO6tEdA

I, thus, am with the 1st Defendant that the First Hedd Agreement was executed with the approval of the board for the management “…to be fully authorised to conclude any other documents, agreements …..”.

(iii) The justification for the tribute payments to Smart Aladdin and Hedd Industries 70. It is the Plaintiff’s contention that the 1st Defendant’s failure to inform the Plaintiff’s Board of the real motive in entering into First Smart Agreement and First Hedd Agreement has deprived Plaintiff’s Board from making a considered decision on whether the Plaintiff should pay the tribute payments for a period of 15 years at the rates set out in the First Smart Agreement and a decision whether Plaintiff should enter into First Hedd Agreement and pay the tribute payments set out therein.

The Plaintiff continued by arguing that the 1st Defendant also failed to inform Plaintiff’s Board that there were no consultancy services provided by Smart Aladdin and Hedd Industries. The 1st Defendant’s failure has deprived Plaintiff’s Board at the material from ceasing tribute payments or rescinding the First Smart & Hedd Agreements as was done by Plaintiff’s Board in April 2017.

In short, the Plaintiff’s argument that the tribute payments are not justified as there was no consultancy services provided by Smart Aladdin and Hedd Industries is due to the following views: S/N nehn4x4la0OrcS2vO6tEdA

the fact that there is no documentary evidence showing any consultancy services,

(ii) the overall evidence given by the 1st Defendant in Suit 381, and

(iii) the finding in Suit 381 that the services provided by Smart Aladdin and Hedd Industries were in the form of influence peddling.

In response, the 1st Defendant has given evidence in his witness statement of the justification for the tribute payments. [See DWS1, pp.52 & 53] “70. Q How common are tribute payment arrangements in the tin mining industry?

A 1 They are common practices. Risk profile in any mining venture or investment is primarily determined by production and prices. Great fortunes can be made or massive losses can be incurred. The payment structure based on production and prices provide opportunities to both the mining companies as well as the enabling parties to reap the benefits of production and price upsides, whilst also sharing the downside risks from falling production and prices. S/N nehn4x4la0OrcS2vO6tEdA

70.2 The directors of both MSC as well as RHT, who approved the execution of the Agreements with Smart Aladdin and Hedd Industries, had extensive exposure and experience in the tin mining business and had considered the tribute payment structure embodied in the Agreements to be the most appropriate and financially feasible, and in the best commercial interests of MSC and RHT. The directors preferred to maintain full control of RHT’s mining operations and, therefore, a tribute payment structure was preferred to equity participation or joint ventures.

70.3 On the other hand, the new management of MSC and RHT (which took over circa 2017) does not have any record of previous experience in the tin mining industry and were not involved in making the commercial decisions under the circumstances prevailing at the material time. It is, therefore, questionable as to whether they are qualified to state that the continuous tribute payment arrangement is against customs and practices of the mining industry.”. [Emphasis added] S/N nehn4x4la0OrcS2vO6tEdA

I concur with the 1st Defendant that it is not within the purview of the Plaintiff’s New Board to contest the collective commercial decisions made by the prior boards of MSC and RHT. The assertion that there was no justification for the tribute payments is unwarranted, particularly considering that none of the members from the earlier boards of MSC/RHT, who sanctioned the Tribute Agreements, expressed any contemporaneous concern or objection regarding the reasonableness of the tribute payments to Smart Aladdin and Hedd Industries.

There is no evidence that any of the members of the Plaintiff’s Board thought that the tribute arrangement was unreasonable or unjustified in any way.

When it was put to the 1st Defendant that Smart Aladdin was not appointed to provide consultancy services to RHT, the 1st Defendant disagreed and explain what he meant by consultancy services in the cross examination. [See NOP (Vol.2) p.289] Please explain to the Court what you meant by consultancy services. Thank you. We, My Lord, in the mining industry or in any industry dealing with lands and we have to have the support of many stakeholders. When I say stakeholders, they're not just government authorities but they're also local people, the local S/N nehn4x4la0OrcS2vO6tEdA government, the environmentalist. So, to secure the support we need to do engagement. How do we undertake engagement with all these stakeholders? So, we need consultancy services to advise us on how to go about and what are the strategies in order to approach all these stakeholders you know so that the RHT will have the support of all the stakeholders when the proposal get tabled to the Exco for approval that there will be no opposition from the opposition parties, that there will be support from the local government and also there will be support from the communities and this has been as I’ve said the President of the Chamber of Mines we are all aware you know these are the necessary conditions that will ensure the success of any application for mining leases. Therefore, it is in the best interest of Rahman Hydraulic Tin to ensure that we have the resources to undertake this consultancy services to advise. I did not have the access or the expertise. All the expertise that we have are technical people. The engineers, the professional geologist. They couldn't undertake these services that provide the linkage you know to the palace. As to the linkage to the palace as you can see S/N nehn4x4la0OrcS2vO6tEdA later subsequently the state Government imposed a royalty to be paid to the Yayasan. Ok, this one is as a result of the consultancy services that Smart Aladdin provided to us to Rahman Hydraulic that you need to incorporate you know the interest of the palace and he was the one who did the negotiation with the palace that subsequently resulted in the government putting the condition to pay royalty to the palace. And this were necessary conditions without which RHT would not be able to secure the renewal of the mining leases which will affect the life of the mine and the future direction of RHT. I mean that's what I can explain, My Lord.”. [Emphasis added]

The 1st Defendant testified that the reason why RHT needed the assistance of a 3rd party to help secure the renewal of the 5 Mining Leases was because RHT’s renewal application that was submitted in October 2002 was still pending approval by the Perak state government as at October 2007.

The application had been stuck and had gone nowhere for 5 long years. Without the renewal, RHT had to obtain temporary annual approvals to operate the mines, supported by a bank guarantee, which RHT had provided from 2004 to 2007. S/N nehn4x4la0OrcS2vO6tEdA

The fact that RHT had been operating the mines for so long under the 5 Mining Leases and yet could not secure the renewal of the leases in a timely manner was concerning, to say the least. More so, its application for renewal that was submitted on 5.10.2022 had been pending for 5 years.

As indicated in the 1st Defendant's testimony, it is crucial to remember that during the evaluation of RHT's renewal application by the State authorities, RHT was predominantly owned by a Singaporean group, The Straits Trading Company Ltd., accounting for more than 70%. With guidance and endorsement from the boards of MSC and RHT, RHT enlisted the aid of the following Perak-based companies to facilitate the renewal of the 5 Mining Leases: a) Seriwaja Sempurna Sdn Bhd; b) Sumbangan Wajar Sdn Bhd; c) Smart Aladdin; and d) Hedd Industries.

More importantly, the 1st Defendant also led evidence that there were other applications by Perak-based 3rd parties in respect of the same areas covered by RHT’s 5 Mining Leases, and if any of those applications had been approved and RHT was out, RHT would have had to shut down its mining operations, which would have resulted in total loss of revenue and a write-off of all its mining assets as well as MSC’s investment in RHT. S/N nehn4x4la0OrcS2vO6tEdA

It was thus an existential crisis and it was absolutely imperative for RHT to secure the renewal of the 5 Mining Leases and it had become obvious by 2007, 5 years after submission of its application for renewal, that RHT needed external assistance.

The 1st Defendant also testified during trial that quite apart from the fact that there were competing applications at the material time, the Malaysian 12th General Elections were also imminent. The concern was that there was a possibility of a change of government and senior government officers after the GE, and this could further delay the process of lease renewals. This risk exposure needed to be managed and mitigated, and this was one of the factors that were playing in the 1st Defendant’s mind at the time: [See NOP (Vol.2) p.315]. Ok, yes. But we here, Dato' Seri, we are here looking at the matter from the point of view of RHT. Didn’t you think it was a bit amiss as to why would RHT want to get involved with the internal arrangements of Smart and Hedd? Very simple. The objective for RHT was to secure the renewal of the five mining leases. Ok yes. If the accountant said he needed two platform and that was his own internal arrangement, right, to facilitate and to speed up, why should I object to it? S/N nehn4x4la0OrcS2vO6tEdA

In any event, regardless of the finding in Suit 381 that the services provided by Smart Aladdin and Hedd Industries were in the form of influence peddling, the question of whether the 1st Defendant had breached his duty is a separate issue altogether.

After all, when the 1st Defendant negotiated, proposed, sought approval for, and executed the First Smart Agreement, influence peddling was not against the law or contrary to public policy.

It is crucial and relevant to determine the 1st Defendant’s state of mind when he entered into the Tribute Agreements, for purposes of determining the subjective element of the test for breach of duty (and consequently the objective element, which is the court’s assessment as to the 1st Defendant’s state of mind).

As far as his state of mind is concerned, this Court find that the Tribute Agreements were kosher as the 1st Defendant had successfully convinced this Court that RHT desperately needed the renewal, and Dato’ Musa was engaged through his 2 platforms to assist in expediting the renewal.

Hence, as premised by the 1st Defendant, to assume that the 1st Defendant guilty of a breach of duty solely on the grounds that the court in Suit 381 found the Tribute Agreements illegal due to influence peddling is not accurate. S/N nehn4x4la0OrcS2vO6tEdA

The fact that the court in Suit 381 eventually found the Tribute Agreements to be unlawful or illegal as they involved influence peddling cannot be conflated with the question of breach of duty as far as this Suit is concerned. C) Second Smart and Second Hedd Agreements 90. The 1st Defendant’s breaches in respect of the Second Smart Agreement and Second Hedd Agreement, according to the Plaintiff, are as follows:

the 1st Defendant had executed the Second Smart Agreement and Second Hedd Agreement without the authority of the Plaintiff’s Board;

The terms or contents of the Second Smart Agreement and Second Hedd Agreement are fraudulent and/or against the best interest of RHT. The 1st Defendant had caused RHT to:

Acknowledge Smart Aladdin and Hedd Industries had provided the General Consultancy Services to RHT and that they will continue to do so when all these were untrue; and

(ii) Release Smart Aladdin and Hedd Industries from their obligations under the First Smart Agreement and First Hedd Agreement to secure the 3 New Mining Titles even though S/N nehn4x4la0OrcS2vO6tEdA substantial tribute payments had already been paid for this purpose.

Whether there was the Plaintiff’s Board approval 91. Around mid of 2011, there was a tax investigation into RHT by the Inland Revenue Board. RHT had appointed Deloitte Kassim Chan (“DKC”) to assist in the tax investigation. This was reported to MSC’s board at a board of directors meeting on 14.12.2011 (“14.12.2011 MSC Board Meeting”).

It was reported to the board that DKC had advised that RHT may wish to settle the case without admitting liability as this would give a speedier resolution, and that the matter was expected to be resolved before the end of the year.

The tax investigation centred on the findings of the IRB that the tributes paid to Smart Aladdin and Hedd Industries were not allowable as a tax deductible expenditure and had to be added back to RHT’s profits, which would then be taxable. This would result in RHT having to pay substantial taxes on the tributes paid as well as tax penalties.

At the material time, DKC’s advice was that the agreements with Smart Aladdin and Hedd Industries needed to be amended in the following manner to resolve the tax issue: a) To make expressly clear that if it were not for the services of Smart Aladdin and Hedd Industries in securing the S/N nehn4x4la0OrcS2vO6tEdA renewal of the 5 Mining Leases, there was no certainty that RHT would be able to carry on its mining activities; and b) To make expressly clear that the tributes paid to Smart Aladdin and Hedd Industries were indeed wholly and exclusively incurred in the production of revenue / income from the 5 Mining Leases.

On 23.3.2012, RHT then entered into Second Smart Agreement and Second Hedd Agreement to confirm the renewal of the 5 Mining Leases.

There was a special meeting of the board of directors of RHT 3 days later, on 26.3.2012. The Plaintiff’s complaint with regard to the Second Smart and Second Hedd Agreements is that the 1st Defendant did not disclose the execution of these Agreements at the 26.3.2012 RHT Board Meeting (which was 3 days after execution) and had no authority to decide for the board whether to enter into these Agreements.

Although the 1st Defendant suggested at Trial that Plaintiff’s Board was aware of the Second Smart & Hedd Agreements, there is no documentary evidence showing Plaintiff’s Board was aware or approved of them.

The 1st Defendant testified that the signing of the Second Smart and Hedd Agreements were in fact disclosed to the board at this meeting to support the opinion of DKC that there should be S/N nehn4x4la0OrcS2vO6tEdA no further tax exposure. However, this was not minuted as advised by DKC since this was a sensitive issue. [See NOP (Vol.3) pp.10 to 12] There is no reference made in the minutes to say that you had briefed the board that you had received an advice from Deloitte to state that to overcome the problem regarding the tax investigation, the company needs to enter into a supplemental agreement on the terms as we have seen that you signed. It says, there’s nothing here in the board minutes. My Lord, it was extensively discussed at the board meeting, but it was not minuted on the details of the discussions. And the board was advised of the signing of the supplementary agreement, but we did – So, yes, but you agree, Dato’ Seri, there’s nothing there that says anything about a supplemental agreement? Yes, nothing recorded in the minutes, yes. Yes. And then all it says is that Deloitte advised no further tax exposure, that’s all? Yes, because they must have basis why, so, the board would have to know and that was explained except it was not recorded in the minutes, My Lord. Not recorded? You confirm it’s not recorded? S/N nehn4x4la0OrcS2vO6tEdA Not recorded in the minutes, yes. A lot of discussion but not recorded. Do you agree, Dato’ Seri, I mean, for an important matter like this, no board paper was prepared? We were advised not to include this in the minutes.

Even though the 1st Defendant admitted that there is no (written) record that the board knew about the Second Smart and Second Hedd Agreements, there is no express board approval for the execution of the Agreements, and there was no board ratification of the Tribute Agreements, this Court is satisfied with the 1st Defendant’s explanation during cross-examination that the Plaintiff’s Board was fully aware of the Second Smart and Second Hedd Agreements. [See NOP (Vol 3), p. 20] Yes. And there’s no board ratification if it was signed and then subsequently, it was not even ratified. You agree? Yes, there was no written ratification. Ok. Dato’ Seri, I just – Although the board was, were fully aware, yes.

In addition, the 1st Defendant’s counsel argued that being the Group CEO, the 1st Defendant had the authority to enter into the Second Smart Agreement and Second Hedd Agreement on S/N nehn4x4la0OrcS2vO6tEdA behalf of the RHT, following execution of the First Smart Agreement, in all the facts and circumstances of the case, to which I agree with. As mentioned earlier, the board had earlier given the management the authority “to conclude any other documents, agreements …”.

D) The Third Smart and Hedd Agreements The Plaintiff claimed that the 1st Defendant's breaches in respect of the Third Smart Agreement and Third Hedd Agreement are:

The 1st Defendant knew Smart Aladdin and Hedd Industires did not provide any services to RHT in securing the Lease Extension;

Despite this, the 1st Defendant misrepresented to RHT’s Board that Smart Aladdin and Hedd Industries assisted in securing the Lease Extension. The 1st Defendant recommended for RHT to enter into the Third Smart Agreement and Third Hedd Agreement and consequently, committing RHT into making further tribute payments to Smart Aladdin and Hedd Industries until September 2030.

On 21.9.2011, RHT had submitted an application to the PTG Perak to extend the 5 Mining Leases for a further 21 years from 29.9.2019 until 28.9.2030, which was approved on 13.3.2012 by the Pengarah of PTG Perak. S/N nehn4x4la0OrcS2vO6tEdA

Based on the Board’s minutes on 14.12.2012, the 1st Defendant reported that both Smart Aladdin and Hedd had assisted in securing the extension of the 5 Mining Leases for 21 years (until 2030), and as consideration they had requested that the current arrangement with RHT, being payment of tributes, be continued for the extended period. (See Common Bundle of Documents, p.92) (Encl.197).

On 14.12.2012, pursuant to the board approval given at the 14.12.2012 RHT Board Meeting, RHT entered into the Third Smart Agreement and the Third Hedd Agreement to extend payment of the tributes to them until 2030. It is undisputed that the 1st Defendant executed these 2 agreements on behalf of RHT, witnessed by the 6th Defendant.

The Plaintiff’s complaint with regard to the Third Smart and Third Hedd Agreements is that the 1st Defendant knew Smart Aladdin and Hedd Industries did not provide any assistance to RHT to secure the extension of the 5 Mining Leases yet he fraudulently misled RHT’s board into believing that Smart Aladdin and Hedd Industries had assisted, and thereafter, recommended that RHT execute the Third Smart and Third Hedd Agreements.

The 1st Defendant replied by postulating that Dato’ Musa through Smart Aladdin and Hedd Industries did, as a matter of fact, secure the extension. S/N nehn4x4la0OrcS2vO6tEdA

The 1st Defendant further submitted that the Plaintiff’s contention is baseless as there was never any contemporaneous objection by any of the members of the boards of MSC or RHT to the entering into of the Third Smart and Third Hedd Agreements. The minutes of the Plaintiff’s Board meeting did not show any objection, concern or so much as even a question raised on the extended tribute payments.

This is supported by DW1’s testimony in cross-examination. DW1 testified that even though there was no board paper prepared for the Plaintiff’s Board meeting on 14.12.2012, a lot of discussion took place during the meeting. The 1st Defendant explained that it was not the practice of RHT to prepare board papers for every single board meeting. Board papers would only be prepared by the company secretary after consultation with the Group CFO, if necessary. [See NOP (Vol.3) p.73] No, just, Dato’ Seri, my question is very specific. Do you agree with me that there was no board paper prepared for the 14/12/2012 board meeting to substantiate or give rationale for RHT to enter into this 3rd set of agreements, do you agree or not? My Lord, it was not written in the board minutes regarding the tabling of any paper. Yes, although a lot of discussion took place during that meeting, My Lord. S/N nehn4x4la0OrcS2vO6tEdA Ok, and you would agree that all board papers are prepared by Faridah and is approved by you? No, My Lord, the board paper was prepared always by the company secretary after consultation with the group chief financial officer. If there 6 are technical input, Faridah would have to consult other technical people and yes, finally, it had to be approved by me as the chief executive for submission to the board for approval, yes, My Lord. Ok, and you would agree that all board papers are prepared by Faridah 2 and is approved by you? No, My Lord, the board paper was prepared always by the company 5 secretary after consultation with the group chief financial officer. If there 6 are technical input, Faridah would have to consult other technical 7 people and yes, finally, it had to be approved by me as the chief 8 executive for submission to the board for approval, yes, My Lord.

It would have been beneficial if the Plaintiff had consulted with any of the former board members to ascertain if any of them deemed it necessary to prepare a board paper for the extension, but PW2 unequivocally confirmed in cross-examination that the S/N nehn4x4la0OrcS2vO6tEdA Plaintiff did not bother reaching out to any of the previous board members before filing this Suit against the 1st Defendant. [See NOP (Vol.1) pp.133 & 135] Those who were present and in attendance we confirmed earlier. You said Norman Ip, Mr Choi Siew Hong, En Razman Ariffin, Mr Yap Fook Ping, and then you have of course the 6th Defendant, Sharifah. Now, apart from of course, Dato’ Seri Ajib who is my client and the 6th Defendant, Pn Sharifah, do you confirm that none of these people are coming to Court to give evidence in support of RHT’s case against my client? No, not that I — Could you confirm that none of these people are coming to Court to give evidence in support of RHT’s case against my client? No, I don’t believe any of them had been called as witnesses.

PW3 in cross-examination, agreed that beyond the documents produced by him in the witness statement, he would not know of any efforts by Dato’ Musa (through Smart Aladdin and Hedd Industried) to secure the lease extension but confirmed that based on 14.12.2012 Plaintiff’s Board meeting, Smart Aladdin and Hedd Industries had assisted in securing the lease extension. S/N nehn4x4la0OrcS2vO6tEdA [See NOP (Vol.2) p.66] And importantly, En Yakub here did not object to the board of RHT’s decision to enter into the revised agreements with Smart Aladdin and Hedd Industries to pay them tribute payment for the extended period till 10 2030, correct? Yes, correct. En Hariyanto, can you please refer to Q&A 16 of your witness statement? Here your evidence is that Smart Aladdin and Hedd Industries were not involved in applying for the lease extension based only on the documents referred to in Q&A 15, correct? Correct. Meaning beyond the documents you’ve set out in Q&A 15, you would not know of any efforts by Dato' Musa through Smart Aladdin or Hedd Industries to secure the lease extension, correct? Yes, I am not aware. In fact, we have just seen from the board minutes that Smart Aladdin and Hedd Industries assisted in securing the extension, correct? That’s what stated in the minute. [Emphasis added] S/N nehn4x4la0OrcS2vO6tEdA

Therefore, I wholeheartedly agree with the Defendants that it is not within the Plaintiff's purview to argue that Smart Aladdin and Hedd Industries did not contribute to securing the lease extension. The Plaintiff’s witnesses from the new management simply do not have personal knowledge of any of this, and the only witness that the Plaintiff called who was around at that material time, PW3, is not from management level and was based at the mines in Perak assisting in technical and administrative matters. Hence, the Plaintiff has no primary witness to establish their claims as opposed to the 1st Defendant first hand knowledge and involvement. Hence, the Court find that the 1st Defendant’s case is more convincing and reliable.

E) Claims against the 6th Defendant It is undisputed fact that the 6th Defendant was the Company Secretary of Plaintiff from 15.2.2006 to 2.2.2017 and the Head of Legal of MSC from 1.1.2010 to 2.2.2017.

The Plaintiff’s main contentions against the 6th Defendants are consist of these: a) The 6th Defendant had allegedly assisted the 1st Defendant in causing and/or procuring the Plaintiff to enter into the Tribute Agreements; and b) The 6th Defendant had caused the Plaintiff to make continuous tribute payments to Smart Aladdin and Hedd Industries pursuant to the Tribute Agreements. S/N nehn4x4la0OrcS2vO6tEdA

As a result of above, it is the Plaintiff’s contention that the 6th Defendant had breached the fiduciary duty and breached her statutory duty.

I will first deal with the first limb. This contention leads us to the question of whether the 6th Defendant, being the secretary of RHT at that point of time, had breached any fiduciary duty when the Tribute Agreements were executed.

It is trite law that company secretary’s relationship with the company is primarily contractual. It is perhaps stretching it to say that a company secretary owes fiduciary duties to the company much less than an individual director (See Goh Kim Ewe & Anor v Cheng Ah Ching & Ors [2016] MLJU 940).

Meanwhile, in Tan Ban Uu & Anor v Ong Ghin Leong [2017] MLJU 244, Collin Lawrence Sequerah J (as his Lordship then was) held that “while it is clear that directors stand in a fiduciary relationship to the company, the same cannot be necessarily said of company secretaries. It has been earlier indicated that the duties of the company secretary are confined mainly to the board of directors and the Code of Ethics for the Company Secretary developed by the Company Commission of Malaysia

has to be read in the context of the administrative role of the Company Secretary.”. S/N nehn4x4la0OrcS2vO6tEdA

I am also bound by the Court of Appeal judgment in Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 2 MLJ 379, where Nallini Pathmanathan JCA (as her Ladyship then was) quoted the Queen’s Bench Division case of University of Nottingham v Fishel and Another [2000] ICR 1462, “[46] In the Queen’s Bench Division case of University of Nottingham v Fishel and Another [2000] ICR 1462 (‘Fishel’), Elias J considered the position of employees and in what situations they owed fiduciary duties. His Lordship cautioned against conflating and confusing the regular duties owed by employees to the company with the fiduciary duties owed by certain employees. His Lordship stated as follow: The employment relationship is obviously not a fiduciary relationship in the classic sense. It is to be contrasted with a number of other relationships which can readily and universally be recognised as ‘fiduciary relationships’ because the very essence of the relationship is that one party must exercise his powers for the benefit of another. Trustees, company directors and liquidators classically fall into this category which Dr PD Finn, in his seminal work on fiduciaries Fiduciary Obligations (1977), has termed ‘fiduciary offices’. As he has pointed out, typically there are two characteristics of these relationships, apart from duty S/N nehn4x4la0OrcS2vO6tEdA on the office holder to act in the interests of another. The first is that the powers are conferred by someone other than the beneficiaries in whose interests the fiduciary must act, and the second is that these fiduciaries have considerable autonomy over decision making and are not subject to the control of those beneficiaries.” [Emphasis added]

Applying the above principle to our current case, in order to determine whether the 6th Defendant bears fiduciary duties over RHT, the court must first determine whether the 6th Defendant have considerable autonomy over the Tribute Agreements as claimed by the Plaintiff.

To answer this, PW2 during trial had candidly confirmed that the 6th Defendant does not have personal executive input in the formulation of the Tribute Agreements. [See NOP (Vol.1) p.280] No, my statement which I put to you was that Sharifah had no executive input, no commercial input at all in terms of those agreements. So, would you agree or disagree with me? I don’t know about no commercial input but you’re talking about substantial terms for example the percentages. S/N nehn4x4la0OrcS2vO6tEdA Yes, correct. I don’t see it.

Apart from that, PW2 also agreed during cross examination that the 6th Defendant did not wield any powers to decide whether or not the Plaintiff should execute the Tribute Agreements at that point of time. [See NOP (Vol.1) p.281] Ok, thank you. Mr Mathew, does the records of RHT show that Sharifah ever wielded any powers to decide whether or not RHT should enter into those agreements or not? In terms of determining whether, I don’t believe so. Thank you. So, Mr Mathew you would agree with me if I were to put it to you that my client Faridah did not wield any powers at all in RHT to decide whether or not RHT should enter into those agreements or not. That’s my question. As to powers in relation of entry, no.

Hence, I find the Plaintiff’s assertion that the 6th Defendant had caused and/or procured the Plaintiff to enter into the Tribute Agreements is baseless. This is also supported by PW2’s testimony during Trial that the 6th Defendant was not involved in the discussion on the merits of entering the Tribute Agreements. S/N nehn4x4la0OrcS2vO6tEdA [See NOP (Vol.1) p.283] Ok. Would you agree with me that none of minutes shows that my client Faridah was ever involved in the discussions on the merits of entering 6 any of the impugned agreements? I don’t believe so. And would you also agree with me that none of, from the minutes, from the three minutes of those three meetings none of the BOD members in that meeting ever asked my client Faridah for any substantial input during discussions pertaining to the impugned agreements. I don’t believe so.

This is further confirmed by the 1st Defendant during trial when he testified that the negotiations on the Tribute Agreements’ commercial terms were only between himself, Smart Aladdin and Hedd Industries. [See NOP(Vol.2) p.258] Yes. And when you all negotiated, you all negotiated the commercial terms. So, would you confirm that both you and Pn Faridah also negotiated the commercial terms of the agreements? S/N nehn4x4la0OrcS2vO6tEdA No, negotiation on commercial terms are between me and Smart and Hedd Industries. Ok. Thank you. Yes, Faridah only took instructions from me for the preparation of the legal document and to liaise with our lawyers to prepare the agreement. Ok. [Emphasis added]

Based on the above, the evidence showed that the 6th Defendant does not have personal executive input in the formulation of the Tribute Agreements, she does not wield any powers, influence or authority to get the Plaintiff executed the Tribute Agreement and she was not involved in the discussion on the merits of entering the Tribute Agreements. These points completely invalidate the Plaintiff's claim against her.

The Plaintiff then pointed out portions of the 6th Defendant’s emails which led the Plaintiff’s New Board to perceive that the 6th Defendant was conferred the executive powers, similar to a director, in relation to the Tribute Agreements.

However, the 6th Defendant explained during Trial that she was merely conveyed the views of the Plaintiff’s management to external parties. S/N nehn4x4la0OrcS2vO6tEdA [See NOP (Vol.3) p.159] MCS Pn Sharifah, were you only conveying the views of the management in the emails from page 297 to page 310? SHARIFAH Yes. MCS Now, when you say you’re conveying the views of the management, can you please tell us as to who the person in the management that you are referring to? SHARIFAH That would be Mr Chan Kim Fan, the mining consultant as well as En Yakub, the senior general manager of Rahman Hydraulic Tin.

Therefore, lacking any proof that the 6th Defendant possesses managerial powers within the Plaintiff, the stance articulated in Goh Kim Ewe (supra) and Tan Ban Uu (supra) would persist. A company secretary does not bear fiduciary duties to the company and thus Section 213 and Section 218 of the Companies Act 2016 is not applicable to the 6th Defendant.

I will now deal with the second limb of the Plaintiff’s contention against the 6th Defendant, that is, she has made continuous tribute payments to Smart Aladdin and Hedd Industies.

The Plaintiff submitted that despite fully knowing Smart Aladdin and Hedd Industries did not provide any services to RHT in respect of the Lease Extension, the 6th Defendant approved and S/N nehn4x4la0OrcS2vO6tEdA instructed RHT’s Accounts Department to make monthly tribute payments to Smart Aladdin and Hedd Industries.

The 6th Defendant insisted that to make continuous payments under the Tribute Agreements is part of her scope of work as the signatory to the Plaintiff’s cheques.

This is in line with the testimony by PW2 during trial. He testified that the 6th Defendant has no discretion or power to decide whether or not to pay Smart Aladdin and Hedd Industries after the Tribute Agreements were entered into. [See NOP (Vol.1) p.306] Mr Mathew, I’m talking about at this juncture when the agreements were already entered, payment terms were already captured in the form of agreement terms, Faridah has no discretion or power to decide whether or not to pay, would you agree with me? At that point in time yes, but she should have interfered earlier.

During cross examination by the Defendant’s counsel, PW1 testified and confirmed before this Court that the 6th Defendant would only process payments once the payments were approved and verified by Mr Yap and Mr Yaakub because she was the signatory of the Plaintiff’s cheques. S/N nehn4x4la0OrcS2vO6tEdA [See NOP (Vol.1) p.39] Correct. And then once approved, these were converted into payment vouchers, which were then forwarded to our client, Faridah. Is that correct? Once approved by Mr Yap, we would raise a payment voucher and raise a cheque and pass it to Faridah to signing and approval. Yes, you pass it to Faridah because she was the signatory of those cheques. Correct? She was one of the signatory, yes. Yes. And so Faridah would only approve the payments that were already verified by Mr Yaakub and Mr Yap. Correct? The procedure was that, yes

This ultimately demonstrates that the role of the 6th Defendant is purely mechanical or administrative, involving the processing of payments to Smart Aladdin and Hedd Industries solely due to her being the signatory for the Plaintiff's cheques. She did not have any approval, verification or veto power over the same.

At the very least, the Plaintiff could have shown how the 6th Defendant benefited from approving the tribute payments to Smart Aladdin and Hedd Industries. Nevertheless, there was a complete absence of evidence regarding the advantages the S/N nehn4x4la0OrcS2vO6tEdA 6th Defendant might have derived from approving the tribute payments.

The 6th Defendant cannot be responsible for the entirety of the losses unless there is evidence indicating that she secured financial benefits at the Plaintiff's expense. (See Soh Chee Gee (supra))

PW1, who is the Finance Manager of the Plaintiff, testified during trial that the quantum to be paid to Smart Aladdin and Hedd Industries were ultimately approved by Mr Yap Fook Ping who was on the Plaintiff’s Board.

Since there is no evidence that Mr Yap had delegated this fiduciary duty to the 6th Defendant, to contend that this same responsibility ought to fall to the 6th Defendant, who is merely the company secretary and the authorised signatory of the Plaintiff’s cheques is far-fetched.

This is also consistent with the testimony by DW1 which testified that the 6th Defendant would only handle the preparation for legal documents.

F) The Counterclaim The 1st Defendant has a counterclaim premised on the tort of abuse of process. The 1st Defendant contends that this Suit are in retaliation of and/or retribution for his refusal to broker a S/N nehn4x4la0OrcS2vO6tEdA settlement on behalf of the Plaintiff for the dispute between RHT and Dato’ Musa’s faction.

However, the Plaintiff denies that this suit is filed to put pressure on the 1st Defendant to gain its leverage in Suit 381, and to force a settlement of the dispute in Suit 381.

It is trite law that the essence of the tort of abuse of process is the abuse of proceedings for a predominant purpose other than that for which they were designed, that is, to obtain genuine redress.

In dealing with the components of this tort, I find guidance in the recent Court of Appeal decision of Conweld Engineering Sdn Bhd v Goh Swee Boh & Anor [2023] 1 CLJ 323 where S Nantha Balan JCA outlined the essential elements for the tort of abuse of process as follows:

the court action must be initiated;

the dominant purpose of filing the action must be to obtain a collateral advantage or it must be for some purpose other than to obtain genuine redress which the process offers; and

the defendant must have thereby suffered damage.

In other words, a plaintiff pursuing a claim for abuse of process is not required to establish that the defendant invoked the court S/N nehn4x4la0OrcS2vO6tEdA process with malice. Nor does the plaintiff need to demonstrate that the legal proceedings concluded in their favour.

It is only upon proof of the elements that go to make up the tort of collateral abuse of process, that a plaintiff is entitled to an award of damages (See Malaysia Building Society Bhd v Tan Sri General Ungku Nazaruddin Ungku Mohamed [1998] 2

Applying these to the fact of our present case, this Court is convinced that the 1st Defendant has on a balance of probabilities established a case for abuse of process for. Herein are my reasons.

The 1st Defendant contended that there is no genuine dispute against him and that the legal process has been used for an improper purpose, specifically, to put undue pressure on him to help RHT settle its dispute with Dato’ Musa’s faction or in retaliation of his refusal to assist and possibly the fact that as a former director of RHT, he had given evidence (under subpoena) for Smart and Hedd in Suit 381.

The 1st Defendant’s counsel also asserted that the counterclaim is premised primarily on the fact that these proceedings were commenced nine (9) days after the 1st Defendant met PW4 at the meeting of 15.8.2018 where PW4 explicitly warned the 1st Defendant that failure to convince Dato’ Musa to settle could result in the commencement of a legal suit. S/N nehn4x4la0OrcS2vO6tEdA

In cross-examination of PW2, he admitted that RHT did not get the restitution of the RM123 million that RHT had paid to Smart Aladdin and Hedd Industries over the 10-year period from 2007 to 2017 because RHT had withdrawn the claim to pursue it in this Suit. The withdrawal was made notwithstanding that there is no allegation in Suit 381. PW2 was not re-examined at all on this issue. [See NOP (Vol. 1), p. 268 & 269] Now RHT won Suit 381, RHT won in Suit 381, got judgement in its favour against Smart Aladdin and Hedd Industries but did not get the restitution of the RM123 million paid for because RHT withdrew that claim to pursue it in this suit. Correct? As you can see in Prayer

(a). Yes, Yang Arif. This suit was filed on the 13/11/2018. Correct? I believe so, Yang Arif. So, when counsel, when the Plaintiff’s counsel Mr Kumar made the representation to the Court on the 26/07/2019 and withdrew this suit had already been filed. Correct? Yes, Yang Arif. Now in let’s look at what you’re claiming. In Prayer (a) RHT is claiming the RM123 million to be exact RM123,406,286.47 jointly and severally against all the Defendants. Correct? S/N nehn4x4la0OrcS2vO6tEdA Yes, Yang Arif. Originally. Correct? Yes, Yang Arif. Now this RM123 million that represents the total tribute payments that RHT had paid to Smart Aladdin and Hedd Industries over the 10-year 30 period from 2007 to 2017. Correct? I believe so, Yang Arif, yes. There’s no allegation in Suit 381 or this suit that my client had received a single cent of this RM123 million, is there? I don’t believe so, Yang Arif.

No credible justification has been proffered by RHT, either in Suit 381 or this Suit, for its decision to withdraw the counterclaim against Smart Aladdin and Hedd Industries for restitution of the RM123 million in Suit 381.

In fact, PW2 admitted in cross-examination that instead of recovering the RM123 million from Smart Aladdin and Hedd Industries in this Suit, RHT proceeded to settle its claim against them and paid them a further RM4.7 million. [See NOP (Vol. 1), p. 277] But instead of recovering the RM123 million from Smart Aladdin and Hedd Industries in this suit RHT proceeded to settle its claim against S/N nehn4x4la0OrcS2vO6tEdA them and paid them a further RM4.7 million. Isn’t that right? Yes, Yang Arif. So, Smart Aladdin and Hedd Industries you will agree with me have received a total of RM128 million from RHT comprising RM123 million in the tribute payments plus the RM4.7 million in settlement monies. Yes, Yang Arif. But now RHT is seeking to recover the RM123 million against my client. Correct? Yes, Yang Arif.

Hence, I find it odd that despite the fact that Smart Aladdin and Hedd Industries would have received a total of RM128 million from RHT, yet RHT is seeking to recover the RM123 million against the 1st Defendant alone.

Therefore, considering the history of the litigation, going back to Suit 381, and the evidence produced by the 1st Defendant at trial, it appears to me that this case was driven by an ulterior and collateral purpose.

As for the third element of damage or injury suffered by 1st Defendant as a consequence, the 1st Defendant postulated that the 1st Defendant has suffered loss and damage by way of incurring legal costs in having to defend this Suit. S/N nehn4x4la0OrcS2vO6tEdA

It is trite law that a party who has succeeded in proving that the tort of abuse of process had been practiced upon him is not only entitled to be awarded damages but is also entitled to compensatory damages such as legal fees and expenses incurred to defend the suit as well as for exemplary, punitive and aggravated damages upon proof of the same (See Hj Ahmad Kamal bin Zakaria & Ors v Perak Integrated Network Services Sdn Bhd [2022] 12 MLJ 396).

In a claim for damages due to an abuse of process, so long as the plaintiff could show and the court is satisfied that there was want of reasonable and probable cause for the institution of the legal proceedings complained of, the plaintiff must succeed in his action for the abuse of process. Should the court remain unconvinced of the absence of reasonable and probable cause, the plaintiff must then establish that they suffered tangible harm or injury as a result of the initiated process, which was undertaken for a purpose divergent from genuine redress (See Vijendran Ponniah v MBF Country Homes & Resorts Sdn Bhd & Anor [2002] 1 MLJ 535).

I find guidance in the Court of Appeal case of Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur & Ors and another appeal [2018] 1 MLJ 784, where Zawawi Salleh JCA (as his Lordship then was) went on to explain the purpose of awarding aggravated and exemplary damages as follows: S/N nehn4x4la0OrcS2vO6tEdA “[32] Now, aggravated damages are classified as a species of compensatory damages, which are awarded as additional compensation where there has been intangible injury to the interest of personality of the plaintiff, and where this injury has been caused or exacerbated by the exceptional conduct of the defendant. [33] The exemplary damages or punitive damages - the two terms now regarded as interchangeable - are additional damages awarded with reference to the conduct of the defendant, to signify disapproval, condemnation or denunciation of the defendant’s tortious act, and to punish the defendant. Exemplary damages may be awarded where the defendant has acted with vindictiveness or malice, or where he has acted with a ‘contumelious disregard’ for the right to the plaintiff. The primary purpose of an award of exemplary damages may be deterrent, or punitive and retributory, and the award may also have an important function in vindicating the rights of the plaintiff (see Rookes v Barnard [1964] 1 All ER 367; AB and others v South West Water Services Ltd [1993] 1 All ER 609; Broome v Cassell & Co Ltd [1971] 2 QB 354, Laksmana Realty Sdn Bhd v Goh Eng Hwa and another appeal [2006] 1 MLJ 675)”.” [Emphasis added] S/N nehn4x4la0OrcS2vO6tEdA

Similarly, in our present case, exemplary damages may be award to the 1st Defendant if the court find that RHT has acted with vindictiveness or malice.

Therefore, based on all the facts and circumstances of this case, the 1st Defendant has made out a case for abuse of process. The 1st Defendant had successfully convinced this Court that this suit was instituted with a collateral motive, specifically to exert influence on the 1st Defendant, aiming to acquire advantage in Suit 381 or compel a resolution to the dispute among RHT, Smart Aladdin, and Hedd Industries. This objective was ultimately realized, albeit at the detriment of the 1st and 6th Defendants.

It is the finding of this Court that the discrepancy between the entire board’s endorsement of the agreement and the singular targeting of one individual by the Plaintiff strikes me as concerning. Therefore, on this premise, I rule the Counterclaim in favour of the 1st Defendant.

Conclusion In summary, this Court, after a thorough examination of evidence and submissions, aligns with the Defendants. The primary reasons include the crucial absence of board members present during the decision-making period as witness in the Trial, the reliance on witnesses not directly involved or present during the relevant meetings, and the initial endorsement of the S/N nehn4x4la0OrcS2vO6tEdA Draft Agreement by the entire Plaintiff's board, making subsequent actions extensions rather than deviations.

This Court find no substantial grounds against the 1st Defendant. Also the imposition of additional responsibilities on the 6th Defendant appears unwarranted given her primary role as a company secretary.

The Plaintiff's case is hereby dismissed with cost of RM 350,000.00 for the 1st Defendant and RM 200,000.00 to the 6th Defendant.

I also allow the Counterclaim by the 1st Defendant with a total sum of RM500,000.00 as global damages. Dated 14th August, 2025 ------------------------------------------------------------ DR. JOHN LEE KIEN HOW @ MOHD JOHAN LEE JUDGE HIGH COURT MALAYA KUALA LUMPUR S/N nehn4x4la0OrcS2vO6tEdA For The Plaintiff : Kumar Kanagasingam, Mong Chung Seng, Wong Han Wey, Medha Ong Ann Ting & Azreena Akbar Messrs. Lee Hishammuddin Allen & Gledhill Advocates & Solicitors For The 1st Defendant: Puteri Shehnaz Majid, Aizurra Mirsya Aminudin & Kamran Rajendran Messrs. Cheah Teh & Su Advocates & Solicitors For The 6th Defendant: Ong Yu Jian, Joshua Ho & Nurul Hanani Azamuddin Messrs. Raj, Ong, Yudistra Advocates & Solicitors Table of Authorities Cases AB and others v South West Water Services Ltd [1993] 1 All ER 609 Broome v Cassell & Co Ltd [1971] 2 QB 354 Charterbridge Corporation Ltd v Lloyds Bank Ltd [1970] 1 Ch 62 Choo Chin Thye v Concrete Engineering Products Bhd & other appeals [2005] 4 MLJ 14 Conweld Engineering Sdn Bhd v Goh Swee Boh & Anor [2023] 1 CLJ 323 Goh Kim Ewe & Anor v Cheng Ah Ching & Ors [2016] MLJU 940 S/N nehn4x4la0OrcS2vO6tEdA Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549 Hj Ahmad Kamal bin Zakaria & Ors v Perak Integrated Network Services Sdn Bhd [2022] 12 MLJ 396 In re Smith & Fawcett, Limited [1942] Ch 304 Intraco Ltd v Multi-Pak Singapore Pte Ltd [1994] 3 SLR (R) 1064 Laksmana Realty Sdn Bhd v Goh Eng Hwa and another appeal [2006] 1 MLJ 675 Malaysia Building Society Bhd v Tan Sri General Ungku Nazaruddin Ungku Mohamed [1998] 2 CLJ 340 Regentcrest Plc (in liq) v Cohen [2001] BCC 494 Rookes v Barnard [1964] 1 All ER 367 Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur & Ors and another appeal [2018] 1 MLJ 784 Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 2 MLJ 379 Tan Ban Uu & Anor v Ong Ghin Leong [2017] MLJU 244 Tan Sri Dato’ Tajudin Ramli v Rego Multi-Trades Sdn Bhd [2018] 7 CLJ 197 Taz Logistics Sdn Bhd v Taz Metals Sdn Bhd & Ors [2019] 3 MLJ 510 Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd & anor appeal [2018] 2 CLJ 641 University of Nottingham v Fishel and Another [2000] ICR 1462 Vijendran Ponniah v MBF Country Homes & Resorts Sdn Bhd & Anor [2002] 1 MLJ 535 Statutes Companies Act 2016 (s.213, s.218) Evidence Act 1950 (s.114(g)) S/N nehn4x4la0OrcS2vO6tEdA