Sun Pharmaceutical Sdn Bhd v Wong Fong Leng (WA-22NCC-524-10/2020)

WONG FONG LENG

MAZURIAH BINTI ABU DARIN

GAN JIA SWEE (NRIC NO.: 800422-14-5804) … DEFENDANTS GROUNDS OF JUDGMENT

Shakespeare wrote in Henry IV that “Uneasy lies the head that wears a crown.” The line captures the weight borne by those entrusted with authority and the duty to act for others. In the corporate context, directors and senior officers carry obligations that arise not merely from statute but from conscience and loyalty. Where those obligations are breached, the law intervenes to protect the company and to restore what has been lost through faithless conduct.

This action arises from the deterioration and eventual collapse of Sun Pharmaceutical Sdn Bhd (“Sun Pharma” or “the Plaintiff”), once a profitable distributor of health and nutritional products. In this derivative action applied by its founder Dr Lim Boon Ping, Sun Pharma contends that its business was systematically dismantled by those occupying positions of trust within the company namely Wong Fong Leng (“D1”), Mazuriah binti Abu Darin (“D2”) and Gan Jia Swee (“D3”). The plaintiff seeks declarations of breach, permanent injunctions, compensatory and exemplary damages, and costs.

Sun Pharma was incorporated in 1997 and, from about 2000, held distributorships and National Pharmaceutical Regulatory Agency (NPRA) licences for a portfolio of imported pharmaceutical products supplied by Pharma Nord ApS and Celeste (S) Pte Ltd. The business was profitable up to 2017, when record net profits were recorded.

On or about November 2018 and thereafter, the marriage between Dr Lim Boon Ping and his wife D1 broke down; this led to a sequence of events that resulted in the termination or transfer of distributorships and licences from Sun Pharma to other entities, most notably Sino Health Sdn Bhd (incorporated September 2018) (“Sino Health”) and later Pharma Nord Sdn Bhd (“Pharma Nord”)

The Plaintiff alleges that these developments occurred because of a scheme orchestrated by D1, its director and controlling mind, with the assistance of D2 and D3. Sun Pharma’s distributorships, licences and assets were said to have been diverted through misleading representations to the foreign principals, incomplete disclosure to Dr Lim Boon Ping, and the improper use of Sino Health and Pharma Nord.

Several related proceedings form part of the backdrop to the present suit:

In the Kuala Lumpur High Court Suit No. WA-22NCC-425- 09/2018 (“Suit 425”) filed on 24 September 2018, Dr Lim Boon Ping alleged that D1 forged his signature to transfer 810,000 shares (45% + 5%) out of Sun Pharma and withheld his RM5.5 million share of dividends. A consent judgment was recorded on 9 May 2019 which compelled D1 to restore Dr Lim as registered 50% shareholder of Sun Pharma, and to pay RM5.5 million (his half of the RM11 million dividends) which was to be held by his solicitors as stakeholders pending the matrimonial suit;

On 4 June 2020, the Kuala Lumpur High Court, in Originating Summons No. WA-24NCC-442-08/2019 (“Suit 442”), granted Dr Lim Boon Ping’s application for access to the accounting and corporate records of Sun Pharma. (See: Dr. Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020] MLJU 1466 (HC) per Ahmad Fairuz Bin Zainol Abidin J (as His Lordship then was)). On 7 October 2020, the Court of Appeal upheld this decision in Appeal No. W-02(NCC)(A)-666-06/2020; and on 19 January 2021 leave to appeal to the Federal Court was refused in Application No. 08(i)-344-11/2020 (W);

On 5 October 2020, the Kuala Lumpur High Court, through Originating Summons No. WA-24NCC-337-08/2020 (“Suit 337”), granted Dr Lim Boon Ping leave to commence the present derivative action in the name and for the benefit of the Plaintiff. (See: Dr Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020] MLJU 1645 (HC) per Liza Chan Sow Keng JC (as Her Ladyship then was));

On 11 September 2020, D1’s attempt to stay the derivative proceedings in Suit 337 pending the disposal of Divorce Petition No. WA-33-41-01/2020 had been dismissed by the High Court. (See: Dato’ Dr Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020] MLJU 1926 (HC) per Liza Chan Sow Keng JC (as Her Ladyship then was));

On 28 July 2021, D1’s attempt to wind-up Sun Pharma vide Shah Alam High Court Winding-up Petition No. BA-28NCC-197- 04/2021 was dismissed. This decision was subsequently upheld by the Court of Appeal; and

On 21 February 2024, D1 was fined RM50,000.00 for contempt as she refused to obey the inspection order granted by the Court in Suit 442.

Based on the disclosure it was found that Sun Pharma’s inventory, plant and equipment were transferred to Pharma Nord without proper consideration. The Plaintiff’s longstanding goodwill was lost, its business dismantled, and its revenue stream extinguished. Sun Pharma quantifies its loss under several heads and seeks exemplary damages and indemnity costs.

The defendants admit certain factual events (for example the incorporation of Sino Health and the appointments of D2 and D3 as its directors) but vigorously deny that they acted for improper purpose, that they procured transfers by fraud or forgery, or that they derived personal benefits other than those legitimately earned.

D1 further contends the decisions of the principals (Pharma Nord ApS and Celeste (S) Pte Ltd) to transfer licences and terminate distributorships were independent commercial decisions not caused by her. D2 and D3 likewise rely on the contention that their roles were carried out in good faith, and that any arrangement (including the temporary wholesaler role) was for the benefit or with the acquiescence of Sun Pharma’s management.

The trial proceeded for 19 days with 6 witnesses namely:

PW1 - Dato’ Dr Lim Boon Ping (Director of Sun Pharma);

(ii) DW1 - Jorgen Dam (Export Director of Pharma Nord ApS);

(iii) DW2 - Gayondato Juana Margrat (Managing Director of Celeste

(S) Pte Ltd);

(iv) DW3 - Wong Fong Leng (Director of Sun Pharma);

DW4 - Mazuriah binti Abu Darin (Regulatory Development

(vi) DW5 - Gan Jia Swee (Business Unit Manager of Sun Pharma).

On 17 October 2025, the Court found that the Defendants had breached duties owed to Sun Pharma in a manner that materially contributed to the loss and dissipation of its business and assets between 2018 and 2021. Declarations and permanent injunctions were granted, and compensatory as well as exemplary damages were awarded in the sums set out in the judgment.

Dissatisfied with these findings, D2 and D3 filed a notice of appeal on 21 October 2025, followed by D1 on 23 October 2025.

The principal issues for determination were:

Whether D1 breached her fiduciary duties and/or duty of fidelity;

(ii) The role and liability of D2 and D3;

(iii) Whether the Defendants caused Sun Pharma’s losses; and

(iv) Whether Sun Pharma is entitled to the pleaded reliefs; COUNSELS’ CONTENTIONS

Plaintiff’s Contentions

Learned counsel for the Plaintiff, Mr Dhinesh Bhaskaran, submitted that D1, as director of Sun Pharma, breached her fiduciary duties under sections 213 and 218 of the Companies Act 2016 by diverting Sun Pharma’s distributorships and commercial opportunities to Sino Health and subsequently to Pharma Nord Sdn Bhd.

Counsel argued that these actions formed part of a deliberate and concealed scheme executed without the knowledge or consent of Dr Lim Boon Ping, the equal shareholder of Sun Pharma. In pressing this assertion, counsel highlighted that shares and dividends were transferred without approval and that distributorship rights once exclusively belonging to Sun Pharma were systematically migrated to entities controlled or influenced by D1 and those acting at her behest.

With respect to D2 and D3, counsel contended that although they began as senior employees within Sun Pharma, they later assumed roles as directors of Sino Health and actively assisted D1 in the diversion of assets, product licences, and regulatory approvals. It was argued that their conduct, notwithstanding their employment status at the material time, constituted a breach of the duty of fidelity owed to Sun Pharma as trusted senior officers.

Counsel emphasised the significant financial deterioration that followed these acts, including the loss of Sun Pharma’s core distributorships, an irreversible decline in goodwill, and losses amounting to approximately RM71.5 million.

Particular reliance was placed on D1’s lack of transparency in her communications with the principals, Jorgen Dam and Gayondato Juana Margrat, coupled with a series of unexplained financial transactions which, according to counsel, revealed conduct inconsistent with her fiduciary obligations and suggestive of an intention to dismantle Sun Pharma’s business for the benefit of Sino Health and Pharma Nord.

D1’s Contentions

Learned counsel for D1, Mr Robert Lazar, rejected the Plaintiff’s claims of impropriety. He contended that there was no direct evidence of forgery, misappropriation, or dishonest intent on the part of D1. Counsel argued that the termination of distributorships and transfer of licences was not precipitated by D1 but were unilateral commercial decisions made independently by the foreign principals, allegedly prompted by personal disputes involving Dr Lim Boon Ping.

Counsel further submitted that the wholesale arrangement subsequently entered into by Sun Pharma following the termination of distributorships was intended to safeguard, rather than undermine, the company’s commercial viability. It was stressed that D1 did not misuse Sun Pharma’s assets, nor did she receive any personal benefit from Sino Health or Pharma Nord. Counsel maintained that D1 held no proprietary interest in either company and therefore could not be liable for any alleged diversion of corporate opportunities.

(ii) D2 & D3’s Contentions

Learned counsel for D2 and D3, Mr Brendan Navin Siva, asserted that his clients did not breach any fiduciary or fidelity obligations owed to Sun Pharma. Counsel submitted that both D2 and D3 acted at all material times under lawful instructions issued by D1, who was the sole effective decision-maker within Sun Pharma. It was further argued that their roles as Regulatory Affairs Manager and Finance Manager did not, in law, attract fiduciary obligations, relying on Smile Inc Dental Surgeons v Lui Andrew Stewart [2012] 4 SLR 308 (CA) for the proposition that fiduciary duties only arise in exceptional circumstances of trust and influence.

Counsel contended that D2 and D3’s appointment as shareholders and directors of Sino Health was carried out at the request of the principals and with D1’s full knowledge and approval. Their involvement, therefore, was neither clandestine nor motivated by personal gain. In support of the argument that no liability should arise where no benefit is obtained, counsel referred to Ngeow Voon Yean v Sungei Wang Plaza Sdn Bhd / Landmark Holding Bhd [2006] 3 CLJ 837 (FC).

In conclusion, counsel submitted that even if the Court found fault in their conduct, D2 and D3 acted honestly and reasonably and were consequently entitled to relief under section 581 of the Companies Act 2016, which permits the Court to excuse officers who acted in good faith and without knowledge of wrongdoing.

The English Court of Appeal in Bristol and West Building Society v. Mothew (t/a Stapley & Co) [1998] Ch. 1 (CA) defined fiduciary relationship as follows: “A fiduciary is someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence. The distinguishing obligation of a fiduciary is the obligation of loyalty. The principal is entitled to the single-minded loyalty of his fiduciary. This core liability has several facets. A fiduciary must act in good faith; he must not make a profit out of his trust; he must not place himself in a position where his duty and his interest may conflict; he may not act for his own benefit or the benefit of a third person without the informed consent of his principal. This is not intended to be an exhaustive list, but it is sufficient to indicate the nature of fiduciary obligations. They are the defining characteristics of the fiduciary.” [Emphasis added]

The Court of Appeal in Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 2 MLJ 379 (CA) clarified that an employee will only be regarded as a fiduciary where the nature of the duties undertaken places the employee in a position of particular trust and responsibility. These duties are typically associated with senior personnel, or those entrusted with aspects of the employer’s management, decision-making, or control over assets.

Although directors and senior executives are the clearest examples of fiduciary employees, the existence of fiduciary obligations does not depend solely on seniority. What matters is the degree of trust reposed and the scope of authority exercised. Thus, an employee may in appropriate circumstances owe fiduciary duties, but not every employee will do so. The fiduciary element arises where the employer has conferred responsibilities that carry an expectation of loyalty, discretion, and the safeguarding of the employer’s interests in a substantive way.

Having carefully considered the totality of documentary evidence, oral testimony, and the competing submissions of counsel, the Court finds that the Plaintiff has succeeded in proving its claims against all three Defendants on the balance of probabilities. Although the Defendants sought to characterise the events between 2018 and 2021 as mere commercial decisions made by the principals, the contemporaneous documents, combined with the unexplained movement of assets and the appointment of D2 and D3 to Sino Health, concealed under the guise of administrative compliance, point to conduct inconsistent with the duties owed to Sun Pharma. With those findings in mind, the Court now addresses the five issues arising for determination. ISSUE 1: Whether D1 Breached Her Fiduciary Duties and/or Duty of

At the core of the dispute stands D1, who, as director and controlling mind of Sun Pharma, owed the highest duty of loyalty and good faith under sections 213 and 218 of the Companies Act 2016 which states as follows:- Duties and responsibilities of directors

(1) A director of a company shall at all times exercise his powers in accordance with this 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, skill 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.

A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both. …. Prohibition against improper use of property, position, etc.

(1) A director or officer of a company shall not, without the consent or ratification of a general meeting—

use the property of the company;

use any information acquired by virtue of his position as a director or officer of the company;

use his position as such director or officer;

use any opportunity of the company which he became aware of, in the performance of his functions as the director or officer of the company; or

engage in business which is in competition with the company, to gain directly or indirectly, a benefit for himself or any other person, or cause detriment to the company.

Any person who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or a fine not exceeding three million ringgit or to both.

The Court accepts the Plaintiff’s submission that fiduciary obligations extend beyond prohibiting dishonest gain. They encompass the duty to protect the company’s assets, to avoid conflicts of interest and to refrain from diverting business opportunities to entities that benefit the fiduciary or those acting in concert with her. These principles lie at the core of corporate stewardship. A director who deliberately weakens or transfers the company’s commercial value to a competing vehicle acts in direct contravention of that duty.

Against this backdrop, the documentary record shows that the distributorships historically held by Sun Pharma were transferred first to Sino Health shortly after its incorporation and later to Pharma Nord. These transfers occurred at a time when Sun Pharma remained financially stable, operationally active and under no pressure that could rationally justify divesting its entire business to newly formed entities staffed by individuals linked to its own management. Nothing in the evidence suggested that the Plaintiff’s longstanding commercial relationships were untenable or that its business model required replacement.

The absence of any contemporaneous disclosure or approval from Dr Lim Boon Ping further heightens the concern. Dr Lim held an equal shareholding in Sun Pharma, and his concurrence was essential for decisions affecting the company’s regulatory standing and strategic direction. Yet the evidence revealed that the NPRA licence transfers were supported by documents bearing his purported signature, which he categorically denied signing. His testimony on this point was detailed, consistent and unshaken in cross-examination. The Court is satisfied that the signatures relied upon for the licence transfers were not genuine.

In this regard, the Court notes D1’s admission in cross-examination that she signed the NPRA transfer forms herself, asserting that this reflected a long-standing practice between her and Dr Lim. The explanation cannot be accepted. The circumstances surrounding the transfers, together with the documents that carried Dr Lim’s purported signature which he credibly denied providing, show that D1 created the false impression that he had consented to the transaction. The Court is satisfied that D1 orchestrated the licence transfers by presenting documents that misrepresented Dr Lim’s approval. This enabled her to circumvent the company’s governance safeguards and assisted the migration of Sun Pharma’s regulatory rights to Sino Health. The result was that Sun Pharma was left structurally incapable of continuing the business it had built over many years.

The fabrication of a co-shareholder’s signature is a grave act of dishonesty. It demonstrates a clear intention to deceive, undermines the integrity of the company’s internal decision-making processes and strikes at the foundation of the trust that must exist between equal shareholders. The presence and use of forged documents strongly support the conclusion that D1 acted fraudulently and with the specific purpose of advancing interests adverse to Sun Pharma.

The testimony of the two principals, Jorgen Dam (DW1) and Gayondato Juana Margrat (DW2), reinforces this conclusion. Both witnesses confirmed that their decisions to transfer the distributorships were influenced by concerns and risks portrayed by D1, concerns which they later accepted were not grounded in actual operational deficiencies. Their evidence makes clear that D1 played an active role in cultivating the apprehension that remaining with Sun Pharma was untenable, thereby steering them toward Sino Health and Pharma Nord. This testimony directly undermines D1’s position that the principals acted independently and supports the inference that she engineered the circumstances that led to the dismantling of the Plaintiff’s business.

The Court now turns to D2 and D3. Counsel for both defendants relied heavily on Smile Inc Dental Surgeons v Lui Andrew Stewart (Supra) to argue that they were mere employees not subject to fiduciary standards. This argument is weakened by the factual context: both were not only senior officers but were elevated to positions as shareholders and directors of Sino Health holding business lines transferred from their employer.

Their transition from Regulatory Affairs Manager and Finance Manager in Sun Pharma to owners and directors of the new entity carrying Sun Pharma’s business was not incidental, administrative, or neutral. It was a change that directly affected Sun Pharma’s commercial rights, regulatory relationships, and assets.

Their conduct is inconsistent with the standard of fidelity expected of senior officers entrusted with confidential data, regulatory approvals, pricing structures, and business continuity functions.

The Court accepts that fiduciary duties do not automatically attach to every employee; however, the law imposes heightened obligations where an employee is entrusted with strategic decision-making or occupies a position of significant trust, as recognised in Ngeow Voon Yean v Sungei Wang Plaza Sdn Bhd / Landmark Holding Bhd (supra), Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd (supra) and the recent case of Dagang Nexchange Bhd & Ors v Mohd Ismail Khan bin Wazir Khan [2025] MLJU 3115 (HC) (per Adlin Abdul Majid J), D2 and D3 were precisely such officers. Their participation in incorporating and operating Sino Health, coupled with their acceptance of directorships in a competing entity, was plainly adverse to the interests of Sun Pharma.

The suggestion that their actions were justified because they were “following instructions of D1” does not absolve them. The duty of fidelity requires a senior employee to refrain from participating in acts harmful to the employer. It is not a defence for an officer to rely on a superior’s directions where such directions are manifestly detrimental to the company.

D2 and D3 also sought refuge under section 581 of the Companies Act 2016, which empowers the Court to relieve an officer from liability if he has acted honestly and reasonably and ought fairly to be excused. Section 581 states as follows: Power to grant relief

(1) In any proceeding for negligence, default, breach of duty or breach of trust against any person to whom this section applies, if it appears to the Court before which the proceedings are taken that a person is or may be liable, but that he has acted honestly and reasonably and that, having regard to all the circumstances of the case, he ought fairly to be excused for the negligence, default or breach, the Court may relieve him either wholly or partly from his liability on such terms as the Court thinks fit.

If any person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Court for relief, and the Court shall have the same power to relieve him as under this section it would have had if it had been a Court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

This section applies to—

an officer of a corporation;

a person employed by a corporation as an auditor, whether he is or is not an officer of the corporation;

an expert within the meaning of this Act;

a liquidator or person who is appointed by the Court, receiver, receiver and manager or judicial manager that carries out any duty under this Act in relation to a corporation; and

a nominee appointed under a voluntary arrangement to carry out any duty under this Act in relation to a corporation.

Section 581 is a narrow and discretionary exception intended to protect individuals who, despite acting in good faith, may have fallen short in circumstances that do not merit the imposition of liability. Having considered the evidence in totality, I am unable to conclude that D2 and D3 fall within that category.

This is so as their involvement in Sino Health was not incidental. They accepted appointments in a company that was actively receiving Sun Pharma’s distributorships, licences and assets, and they did so without ensuring transparency or obtaining any form of authorisation from Sun Pharma’s shareholders. The omissions were serious, and the risks were obvious. In these circumstances, the Court cannot find that they acted honestly and reasonably, nor can it fairly excuse their conduct under section 581.

The evidence demonstrates that the transfer of Sun Pharma’s business was neither incidental nor spontaneous. It was a carefully coordinated process carried out without impunity, reflecting a clear intention to replace the Plaintiff with new entities created or supported by the Defendants. Of particular significance are the Plaintiff’s own website records and public-facing materials, which show a seamless continuation of Sun Pharma’s business under the branding of Pharma Nord. The Plaintiff’s corporate website redirects visitors to Pharma Nord’s platform, and the social media trail reinforces this impression. One of Pharma Nord’s Instagram posts expressly presents the company as the successor to Sun Pharma, stating as follows: “mypharmanord Your trusted health partner Sun Pharma is now PharmaNord Malaysia. It has been a pleasure in serving you for more than 20 years now. Thank you for your relentless support and confidence in us. With the new name, we bring you bite-size content, news, tips and trivia for navigating through this pandemic and beyond, ensuring your good health and wellness. Visit us for your regular dietary and health supplements.” (page 128 of the Common Bundle of Documents Vol. 12)

The defendants contended that the principals independently decided to terminate Sun Pharma’s distributorship rights. Even assuming such evidence existed, which it does not, causation in breach of fiduciary duty cases is established where the wrongful conduct materially contributes to the loss.

A fiduciary cannot absolve herself of responsibility by attributing the dismantling of a business to external actors when, in fact, she deliberately failed to protect corporate opportunities and facilitated their transfer to another entity.

The Court is satisfied that the Plaintiff’s claimed losses, encompassing historical profits, projected future profits, and the transfer of inventory, plant and equipment, business premises, and employees, are not speculative but arise directly from the breach.

The Plaintiff has presented a coherent economic and financial narrative demonstrating how a profitable business was stripped of its distributorships, lost its revenue stream, and surrendered corporate assets, employees, and business premises to entities associated with the defendants. Evidence of diverted business, reduced income, asset and staff transfers, and the evacuation of goodwill forms a consistent chain. The defendants did not present any competing valuation or expert evidence to challenge these computations, and therefore the Plaintiff’s figures are accepted.

Accordingly, the Court finds that D1 breached her fiduciary duties as director, and that D2 and D3 breached their duties of fidelity and fiduciary obligations as senior officers by knowingly participating in the diversion of Sun Pharma’s business, employees, and premises to Sino Health and Pharma Nord. Their conduct directly caused Sun Pharma’s commercial collapse and the losses proven by the Plaintiff. ISSUE 4: Whether Sun Pharma is Entitled to the Pleaded Reliefs.

In light of the nature and seriousness of the breaches, the substantial loss suffered by the Plaintiff, and the need to vindicate the company’s rights, the Court is satisfied that declaratory, injunctive, compensatory and exemplary relief is appropriate.

With respect to injunctive relief, section 351 of the Companies Act 2016 provides the statutory basis for the orders sought. The provision empowers the Court to restrain any person who has engaged in, is engaging in, or is likely to engage in conduct that contravenes the Act, and, where appropriate, to require the performance of obligations imposed by law. It also permits the granting of damages in aid of such relief. The injunctions sought in this case fall well within the protective scope contemplated by section 351, and the evidence amply justifies their invocation.

As to damages the overriding principle is restitution: the Plaintiff must be placed in the position it would have been in had the breaches not occurred. This includes both actual losses and lost profits. The Court adopts the approach in Karen Yap Chew Ling v Binary Group Services Bhd and another appeal [2023] 4 MLJ 792 (CA) and Newacres Sdn Bhd v Sri Alam Sdn Bhd [2000] 2 MLJ 353 (FC): full compensation must be awarded, and any doubt must be resolved in favour of the victim of the breach.

The Plaintiff’s damages claim is comprehensive and meticulously particularised. The Court has reviewed the pleadings, the audited accounts, the oral and documentary evidence, and the submissions. No item of loss has been seriously challenged by the Defendants on the facts; instead, the Defendants resorted to bare denials, evasiveness, or irrelevancies.

Loss of Profits (2018–2021)

As to loss of profits, the Court accepts the Plaintiff’s comparison between the actual performance of Sun Pharma and the benchmark of the average profit for 2016 and 2017. The sudden collapse in profitability after 2017 is inexplicable on any commercial basis other than the Defendants’ deliberate devaluation of the company.

The Defendants’ attempts to attribute the losses to Dr Lim’s inspection of statutory documents, the MCO, or D1’s “low morale” are commercially absurd and unsupported. In contrast, the Plaintiff's computation, based on audited accounts, provides a reliable basis for quantification. The Court therefore awards the sum of RM33,211,686.00 as loss of profits from 2018 to 2021.

(ii) Assets Transferred to Pharma Nord at Undervalue (2021)

Furniture, fittings, office equipment, computers, mobile phones, renovations and entire inventory were handed over to Pharma Nord for the sum of RM30,000.00. The auditors’ schedules show book value of RM746,312.00 for fixed assets and RM8,256,572.00 for inventory. The element of depreciation has already been computed in the valuation. The Court therefore awards the sum of RM8,972,884.00 being compensation for assets transferred to Pharma Nord.

(iii) Loss of Future Profits (2022–2026)

The Defendants permanently destroyed Sun Pharma’s distributorships, licences, workforce and customer base. There is evidently no realistic prospect of resuscitation. Applying a conservative 5-year multiplier to the average of 2016 and 2017 profit (RM5,584,085.86) and taking into account RM657,840.00 being rental paid for Pharma Nord and RM224,000.00 unnecessary remuneration paid to D1, the Court awards RM28,802,265.00 as loss of profit from 2022 till 2026.

(iii) Loss of Goodwill

The “Sun Pharma” name, the “SUN” logo and the goodwill associated with them were effectively extinguished once the business was rebranded and held out to the market as “Pharma Nord Malaysia”. The loss of commercial identity is evident from the record and requires no elaborate demonstration. In cases of this nature, goodwill can vary widely and may reasonably fall anywhere between RM0.5 million and RM5 million, depending on the availability of valuation evidence. Although expert evidence would have assisted in determining a more precise figure, none was tendered. The Court therefore proceeds on a cautious basis. The sum of RM500,000.00, as claimed by the Plaintiff, is adopted as a measured and conservative assessment of the goodwill lost.

(iv) Assets Wrongfully Extracted by D1 (2018–2021)

D1 unlawfully appropriated cash, antiques, artwork and vehicles for her personal benefit. The Plaintiff’s evidence has not been contradicted. This includes art and antiques valued at RM300,000.00, motor vehicles valued at RM273,462.00, cash and bank balances in the sum of RM1,282,525.00, and the amount owed by D1 in the sum of RM44,534.00. The Court therefore awards the sum of RM1,900,521.00 as assets wrongfully extracted by D1.

Exemplary Damages

The breaches in this case were cynical, calculated and carried out over a period of four years. D1 forged documents, disregarded court orders and systematically stripped the company of its business in an effort to deprive her estranged husband of matrimonial assets. D2 and D3 knowingly assisted in the execution of this scheme. In claims of this nature, exemplary damages serve a distinct purpose. They are not compensatory but punitive, awarded where the defendant’s conduct is oppressive, arbitrary or unconstitutional, or where it constitutes a deliberate and calculated abuse of power.

The principles in Rookes v Barnard [1964] AC 1129 (HL), long accepted in Malaysian jurisprudence, continue to guide the Court. Our appellate courts have reaffirmed that exemplary damages may be awarded where the defendant’s conduct is high-handed, malicious or shows a contumelious disregard for the rights of others. Decisions such as Bank Bumiputra Malaysia Bhd Kuala Terengganu v Mae Perkayuan Sdn Bhd & Ors [1993] 2 MLJ 76 (SC) and Lembaga Kemajuan Tanah Persekutuan (FELDA) & Anor v Awang Soh bin Mamat & Ors [2009] 4 MLJ 610 (CA) illustrate that where wrongdoing is intentional, sustained and motivated by personal benefit, punitive damages may properly be imposed.

Applying those principles, the conduct of all three defendants falls squarely within the recognised categories. The misuse of corporate power, the forgery of critical documents, the exploitation of entrusted positions to dismantle a functioning company and the calculated objective of harming a co-shareholder demonstrate a level of opprobrium that merits punitive sanction. Ordinary compensatory damages alone would be insufficient to reflect the gravity of the misconduct or to communicate the Court’s disapproval. In the circumstances, the Court is satisfied that exemplary damages are necessary both to punish the defendants and to deter others who might be tempted to misuse corporate authority in a similar fashion. Accordingly, exemplary damages in the sum of RM1,000,000.00 are awarded against D1, and RM300,000.00 is awarded separately against each of D2 and D3.

In light of the findings above, the Plaintiff’s claim against D1 succeeds, and the following orders are made:

D1 is declared to have breached her fiduciary duties as director of the Plaintiff in contravention of s.213(1), 218(1)(b), 218(1)(c), 218(1)(d) and 218(1)(e) of the Companies Act 2016;

D1 is declared to have acted in breach of her duty of fidelity as an employee of the Plaintiff;

D1 is restrained under section 351 of the Companies Act 2016 whether by herself or through her servants, agents, employees, nominees or otherwise howsoever, from directly or indirectly participating in the shareholding, management and operations of Sino Health Sdn Bhd and Pharma Nord Sdn Bhd, and directly or indirectly receiving any financial or other benefit from Sino Health Sdn Bhd and Pharma Nord Sdn Bhd;

D1 is liable to the Plaintiff for compensatory damages as follows:

RM33,211,686.00 for loss of profits from 2018 to 2021;

(ii) RM8,972,884.00 being assets handed to Pharma Nord Sdn Bhd;

(iii) RM28,802,265.00 being loss of profits from 2022 to 2026;

(iv) RM500,000.00 for loss of goodwill;

RM1,900,521.00 for assets wrongly taken by D1; and

(vi) Exemplary damages in the sum of RM1,000,000.00. [Aggregate Sum payable by D1: RM74,387,356.00]

In light of the Court’s findings, the Plaintiff’s claim against D2 is also allowed, and the following orders are made:

D2 is declared to have breached her fiduciary duties an Officer of the Plaintiff in contravention of 218(1)(b), 218(1)(c), 218(1)(d) and 218(1)(e) of the Companies Act 2016;

D2 is declared to have acted in breach of her duty of fidelity as an employee of the Plaintiff;

D2 is restrained under section 351 of the Companies Act 2016 whether by herself or through her servants, agents, employees, nominees or otherwise howsoever, from directly or indirectly participating in the shareholding, management and operations of Sino Health Sdn Bhd and Pharma Nord Sdn Bhd, and directly or indirectly receiving any financial or other benefit from Sino Health Sdn Bhd and Pharma Nord Sdn Bhd;

D2 is liable to the Plaintiff for compensatory damages as follows:

RM33,211,686.00 for loss of profits from 2018 to 2021;

(ii) RM8,972,884.00 being assets handed to Pharma Nord Sdn Bhd;

(iii) RM28,802,265.00 being loss of profits from 2022 to 2026;

(iv) RM500,000.00 for loss of goodwill; and

Exemplary damages in the sum of RM300,000.00. [Aggregate Sum payable by D2: RM71,786,835.00]

For the same reasons, the Plaintiff’s claim against D3 succeeds, and the following orders are made:

D3 is declared to have breached her fiduciary duties an Officer of the Plaintiff in contravention of 218(1)(b), 218(1)(c), 218(1)(d) and 218(1)(e) of the Companies Act 2016;

D3 is declared to have acted in breach of her duty of fidelity as an employee of the Plaintiff; and

D3 is restrained under section 351 of the Companies Act 2016 whether by herself or through her servants, agents, employees, nominees or otherwise howsoever, from directly or indirectly participating in the shareholding, management and operations of Sino Health Sdn Bhd and Pharma Nord Sdn Bhd, and directly or indirectly receiving any financial or other benefit from Sino Health Sdn Bhd and Pharma Nord Sdn Bhd.

D3 is liable to the Plaintiff for compensatory damages as follows:

RM33,211,686.00 for loss of profits from 2018 to 2021;

(ii) RM8,972,884.00 being assets handed to Pharma Nord Sdn Bhd;

(iii) RM28,802,265.00 being loss of profits from 2022 to 2026;

(iv) RM500,000.00 for loss of goodwill; and

Exemplary damages in the sum of RM300,000.00. [Aggregate Sum payable by D3: RM71,786,835.00]

Interest on the damages is awarded at the rate of 5% per annum from the date of judgment until full satisfaction. Costs of RM150,000.00 is payable by D1, subject to allocator. This is inclusive of the interlocutory cost order in Enclosure 122 (RM10,000.00). Costs of RM80,000.00 is payable by D2 & D3 jointly and severally, subject to allocator. The said award of costs shall be made payable to Dr Lim Boon Ping. For avoidance of doubt, the damages referred to in paragraphs (d)(i) to (iv) of the three preceding paragraphs are to be paid jointly and severally by the Defendants. Dated: 1st December 2025 Yusrin Faidz Bin Yusoff Judicial Commissioner High Court of Malaya Kuala Lumpur Counsel for the Plaintiff: Dhinesh Bhaskaran, (Together with Foo Yet Ngo, Kiran Dhaliwal, Christal Wong Ai Mei, Jesryna Rajes Patel & John Heng) Messrs YN Foo & Partners, H-2-12, Block H, Plaza Damas, Jalan Sri Hartamas 1, 50480 Kuala Lumpur. Counsel for the First Defendant: Robert Lazar (Together with Eddie Chuah Seong Eng, Toi Tee Toen, Sofia Asyikin Binti Mohd Kamil, & Mak Ming Jie) Messrs. Wong & Partners, Level 21, The Garden South Tower, Mid Valley City, Lingkaran Syed Putra, 592200 Kuala Lumpur Counsel for the Second and Third Defendants: Brendan Navin Siva Messrs Brendan Siva, D1 U5-13, Solaris Dutamas, No. 1 Jalan Dutamas 1, 50480 Kuala Lumpur.

Dr. Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020] MLJU

Dr Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020] MLJU

Dato’ Dr Lim Boon Ping v Sun Pharmaceutical Sdn Bhd [2020]

Smile Inc Dental Surgeons v Lui Andrew Stewart [2012] 4 SLR

Ngeow Voon Yean v Sungei Wang Plaza Sdn Bhd / Landmark Holding Bhd [2006] 3 CLJ 837 (FC).

Bristol and West Building Society v. Mothew (t/a Stapley & Co) [1998] Ch. 1 (CA).

Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 2 MLJ 379

Dagang Nexchange Bhd & Ors v Mohd Ismail Khan bin Wazir Khan [2025] MLJU 3115 (HC).

Karen Yap Chew Ling v Binary Group Services Bhd and another appeal [2023] 4 MLJ 792 (CA).

Newacres Sdn Bhd v Sri Alam Sdn Bhd [2000] 2 MLJ 353 (FC).

Rookes v Barnard [1964] AC 1129 (HL).

Bank Bumiputra Malaysia Bhd Kuala Terengganu v Mae Perkayuan Sdn Bhd & Ors [1993] 2 MLJ 76 (SC).

Lembaga Kemajuan Tanah Persekutuan (FELDA) & Anor v Awang Soh bin Mamat & Ors [2009] 4 MLJ 610 (CA)

Sections 213, 218, 351 & 581 of the Companies Act 2016.