Triplc Medical Sdn. Bhd. v Zaidi Bin Mohamed Nor (WA-22NCC-128-03/2022)

ZAIDI BIN MOHAMED NOR (NRIC No.: 680102-10-7311)

NOR AZHAR BIN HAMZAH (NRIC No.: 671009-10-5413) ... DEFENDANTS GROUNDS OF JUDGMENT

This action concerns a claim by the Plaintiff against its former Senior General Manager, the First Defendant (Zaidi bin Mohamed Nor), for breach of fiduciary duty by receiving secret profits (bribes) from two main contractors. The Second Defendant (Nor Azhar bin Hamzah) was alleged to have acted as a conduit to receive those illicit payments on Zaidi's behalf. The trial subsequently proceeded for 11 days. The Plaintiff called five witnesses, and the Defendants called two.

On 20 May 2026, this Court delivered its judgment. The Plaintiff's claim was allowed in part. The Court found that the First and Second Defendants were jointly and severally liable to pay equitable compensation of RM865,000.00 to the Plaintiff, representing the secret profits received. The First Defendant was additionally held liable to pay RM185,150.00 for the missing electronic items. Interest at 5% per annum from the date of judgment and costs of RM100,000.00 were also awarded. However, the Plaintiff's claim for punitive, exemplary, and aggravated damages was dismissed.

Both parties have filed appeals against the judgment. The First and Second Defendants filed a joint Notice of Appeal on 18 June 2026 against the entirety of the judgment, challenging the findings of liability, the quantum of equitable compensation, the award for missing items, interest, and costs. The Plaintiff filed a Notice of Appeal on the same date against only the dismissal of its claim for punitive, exemplary, and aggravated damages.

These Grounds of Judgment set out the Court's reasoning in full.

The Plaintiff, TRIPlc Medical Sdn Bhd (“TRIPlc”), is a wholly-owned subsidiary of TRIPlc Berhad, which in turn is a wholly-owned subsidiary of Puncak Niaga Holdings Berhad. On 18 February 2016, TRIPlc entered into a 25-year concession agreement with the Government of Malaysia through the Ministry of Higher Education and Universiti Teknologi MARA (“UiTM”) for the construction and management of a 400-bed teaching hospital known as the Z1P3 Project. The project had two components: a 3-year construction component and a 22-year asset management services component.

For the construction component worth RM599 million, TRIPlc appointed its related company, TRIPlc Resources Sdn Bhd, as the principal contractor. TRIPlc Resources then appointed three main contractors, namely Puncak Niaga Construction Sdn Bhd, Vamed Engineering (M) Sdn Bhd (“Vamed”), and Axventure HTS JV comprising Axventure Sdn Bhd and Healthcare Technical Services Sdn Bhd (“Axventure JV”).

The First Defendant, Zaidi, joined the TRIPlc group of companies in 2009. He was transferred between various subsidiaries and eventually became Senior General Manager. At all material times during the Z1P3 Project, Zaidi was assigned by TRIPlc to lead and take charge of the project. He admitted in his Defence that he was assigned to lead and be in charge of the project at the behest of TRIPlc.

The Second Defendant, Azhar, was the sole proprietor of a registered business known as Three Success Exponential Global (“Three Success”).

The Plaintiff alleged that Zaidi, abusing his position, demanded and received payments from Vamed totalling RM255,000.00 and from Axventure JV totalling RM610,000.00. These payments were made not directly to Zaidi but to Three Success’s bank account. From there, the monies were dissipated to Zaidi, his wife Hasmah binti Yahaya, and his registered business. The Plaintiff also alleged that Zaidi received various electronic items (laptops, tablets, mobile phones) from both contractors, many of which remained unaccounted for.

Following an internal domestic inquiry, Zaidi was terminated on 27 August 2021. The Plaintiff commenced this action on 31 March 2022.

The following core issues arise for determination:

Whether the Plaintiff has locus standi to bring this action against the Defendants.

Whether Zaidi owed fiduciary duties to the Plaintiff and, if so, whether he breached those duties by receiving secret profits or bribes.

Whether the defence of illegality (ex dolo malo non oritur actio) bars the Plaintiff’s claim.

Whether the Plaintiff is entitled to equitable compensation and/or disgorgement of the illicit monies totalling RM865,000.00, and to damages for the missing electronic items in the sum of RM185,150.00.

Whether the Plaintiff is entitled to punitive, exemplary, and/or aggravated damages. COUNSELS’ CONTENTIONS

The Court has considered the respective submissions of counsel, summarised below.

The Defendants argued that the Plaintiff has no locus standi because the contracts were with TRIPlc Resources, not TRIPlc Medical. They relied on Salomon v A Salomon & Co Ltd [1897] AC 22 (HL) and Hubline Bhd v Intan Wazlin bt Ab Wahab [2026] 1 MLJ 489 (CA) for the proposition that a holding company and its subsidiary are separate legal entities. The Defendants also invoked the doctrine of privity of contract, citing Kepong Prospecting Ltd & Ors v Schmidt [1968] 1 MLJ 170 (PC).

The Plaintiff responded that its claim is not for breach of contract but for breach of fiduciary duties owed by an employee to his employer. The Plaintiff argued that locus standi is established by the employment relationship, not by the identity of the contracting party. The Plaintiff relied on the fact that Zaidi admitted he was assigned to the Z1P3 Project at the behest of TRIPlc and that TRIPlc relied on him.

The Plaintiff cited The Board of Trustees of the Sabah Foundation & Ors v Datuk Syed Kechik bin Syed Mohamed & Anor [2008] 5 MLJ 469 (FC) for the proposition that a fiduciary must act in good faith and must not make a profit out of his trust. The Plaintiff also relied heavily on Attorney General for Hong Kong v Reid [1994] 1 AC 324 (PC), where the Privy Council held that a bribe accepted by a fiduciary is held on constructive trust for the principal. The Plaintiff argued that the definition of a bribe in civil law is a secret commission paid to an agent without the principal’s knowledge, as stated in Industries and General Mortgage Co Ltd v Lewis [1949] 2 All ER 573 (HC).

The Defendants countered that the Plaintiff failed to prove that the payments were secret or that they were given as a reward for any official act. They argued that there was no evidence that Zaidi had the power to award or influence contracts, and that without quid pro quo, the payments could not be characterised as bribes. They also pointed to the fact that invoices were issued, suggesting legitimate commercial transactions.

The First Defendant attacked PW2’s credibility, noting that he admitted to lying on invoices. The Second Defendant attacked PW3’s credibility, noting that he was declared a hostile witness and gave inconsistent accounts (first claiming he did not know Three Success, then claiming the payments were for PR services, then for drainage works).

The Plaintiff argued that the documentary evidence (bank statements, invoices, and the audio recording) spoke for themselves and that peripheral inconsistencies did not render the entire case incredible. The Plaintiff relied on Kwan Ngen Wah & Ors v Hiew Kon Fah & Ors [2019] 6 CLJ 722 (CA) for the proposition that fraud may be proved by circumstantial evidence and proper inferences.

The Defendants raised the defence of illegality, arguing that if the monies were bribes, the Court should not assist the Plaintiff under the maxim ex dolo malo non oritur actio. They relied on Merong Mahawangsa Sdn Bhd & Anor v Dato’ Shazryl Eskay Abdullah [2015] 8 CLJ 212 (FC), where the Federal Court held that a court will not enforce a contract founded on an illegal consideration.

The Plaintiff responded that this principle does not apply because the Plaintiff is not seeking to enforce an illegal contract; rather, it is seeking to recover secret profits from its own fiduciary. The Plaintiff relied on Reading v A-G [1951] AC 507 (HL), where the House of Lords held that a master can recover bribes received by a servant even if the servant’s conduct was criminal, and that the master is not affirming any criminal act.

The Plaintiff claimed that 42 items were unaccounted for, valued at RM185,150.00, and that Zaidi failed to provide any acknowledgment forms or proof of distribution as required by company policy. The Plaintiff argued that Zaidi’s bare assertion that he distributed the items on the COO’s instructions was insufficient, especially since he failed to produce the promised list of recipients.

Zaidi maintained that the items were distributed to UiTM personnel and project stakeholders with the COO’s knowledge and approval, and that the absence of written acknowledgment was due to the sensitivity of dealing with government officers.

Before turning to the substantive issues, the Court assesses the credibility of the principal witnesses who testified at trial. This assessment informs the weight given to their respective testimonies.

PW1 was the Plaintiff’s lead witness and the person who conducted the internal domestic inquiry against Zaidi. She gave her evidence in a measured and consistent manner. Under cross-examination, she frankly admitted the limits of her knowledge. She acknowledged that she was not present during the daily operations of the Z1P3 project, that she did not personally witness any of the alleged payments, and that much of her information came from what she was told by PW2 (Murad of Vamed). She also conceded that she did not verify with UiTM officers whether they had received the electronic items, explaining that she did not wish to “embarrass” the company or damage its relationship with a government client (Notes of Proceedings, Vol 1, page 26).

These concessions do not render PW1 unreliable. On the contrary, her willingness to acknowledge the limits of her personal knowledge enhances her overall credibility. The Court accepts her evidence on matters within her direct knowledge, particularly concerning the corporate structure, the employment history of Zaidi, the investigation process, and the compilation of the bank statement summaries.

PW2 was a subpoenaed witness. He gave detailed and coherent evidence about how Zaidi had demanded payments from Vamed totalling RM255,000.00, and how those payments were channelled to Three Success on Zaidi’s instruction. He produced invoices, payment vouchers, and email correspondence to corroborate his account.

Under cross-examination, PW2 admitted that the description “Business Development Consultation Fee” on the invoices was untrue and that no such consultation had ever taken place. He explained that this was done because Vamed’s accounting procedures required a description for any payment, and he had to be “flexible” to avoid offending a client (Notes of Proceedings, Vol 1, page 152). He also admitted that he had not lodged a complaint at the time the payments were made, and that he only came forward when called upon by Puncak Niaga’s domestic inquiry.

The Defendants attacked PW2’s credibility, pointing to these admissions and to an inconsistency regarding his knowledge of a competitor company called Meditama. The Court has considered these attacks carefully. While PW2’s conduct in creating false invoices is reprehensible, his admissions of that conduct in court demonstrate a degree of candour. More importantly, his evidence is independently corroborated by the contemporaneous documentary evidence: the emails between him and Zaidi, the sample invoice sent to Zaidi, the invoices issued by Three Success, and the bank statements showing the payments. This corroboration renders his testimony reliable despite his personal failings.

PW3 was also a subpoenaed witness, and his testimony was the most problematic of the trial. During his examination-in-chief, he gave answers that were inconsistent with his earlier contemporaneous statements. In particular, he claimed that the RM610,000.00 paid to Three Success was for “PR services” and “drainage work”, stories that were entirely absent from his earlier audio-recorded conversation with PW5.

Consequently, the Plaintiff moved the Court under section 154 of the Evidence Act 1950 to have PW3 declared a hostile witness. After hearing submissions, the Court granted the application, finding that PW3 had given inconsistent testimony and was being evasive (Notes of Proceedings, Vol 2, pages 41-45).

Once declared hostile, PW3 was cross-examined by the Plaintiff. He was confronted with the audio recording of his conversation with PW5, which he had previously confirmed was genuine. In that recording, PW3 admitted that he did not know Three Success, that Zaidi had asked him to put money into Three Success, and that the money was “lubricant” for UiTM. He also admitted in the recording that he knew the payments were “wrongdoing”.

In light of the clear inconsistency between his oral testimony and his contemporaneous recorded statements, the Court rejects PW3’s testimony that the RM610,000.00 was for legitimate PR or drainage work. The contemporaneous recording is preferred. The Court finds that the RM610,000.00 was paid to Three Success on Zaidi’s instruction and constituted secret profits. PW4 – Rizal Khan bin Akbar Khan (Former Contract Administrator of Vamed)

PW4 was a subpoenaed witness. He gave brief and straightforward evidence about his role in delivering electronic items to Zaidi on behalf of Vamed. He testified that he delivered the items at the parking lot of the hospital project site, not at the office, and that he did so on the instruction of his director (Notes of Proceedings, Vol 1, pages 213-214).

Under cross-examination, he confirmed that he had signed delivery letters stating “delivery of items as contract”. He also confirmed that he was no longer employed by Vamed and was now retired. His evidence was not seriously challenged, and the Court accepts it as credible. It corroborates the Plaintiff’s claim that electronic items were handed over to Zaidi. PW5 – Azlan Shah bin Rozali (Managing Director of Puncak Niaga

PW5 gave evidence primarily about the audio recording he had made of his conversation with PW3. He confirmed that the recording was genuine and that the transcript accurately reflected the conversation, save for three minor typographical corrections. He also explained that he had relied on the investigation conducted by PW1 and the evidence gathered, including the bank statements, to conclude that Zaidi had received illicit payments.

Under cross-examination, PW5 admitted that he was not a forensic accountant and that the bank statements alone did not spell out “bribe money”. He also confirmed that no UiTM officers were interviewed during the investigation. However, he maintained that the totality of the evidence – the bank statements, the cheque images, the audio recording, and the investigation reports – satisfied him that Zaidi had breached his duties. The Court finds PW5 to be a credible witness, and his evidence is accepted, particularly his confirmation of the audio recording’s authenticity. DW1 – Zaidi bin Mohamed Nor (First Defendant)

Zaidi gave evidence in his own defence. He denied any wrongdoing, denied knowing Three Success, and denied receiving any illicit payments. Under cross-examination, he was shown cheque images and bank statements clearly demonstrating that money from Three Success had been paid into his personal account, his wife’s account, and his business account. When confronted with this evidence, he repeatedly answered “I disagree” or “I don’t remember” without offering any credible alternative explanation (Notes of Proceedings, Vol 2, pages 173-187).

He also admitted that he had promised in his Defence to produce a list of individuals who received the electronic items, but he failed to do so. When asked for proof of the alleged instruction from the COO to distribute the items without acknowledgement, he answered: “I don’t have to have proof” (Notes of Proceedings, Vol 2, page 153).

The Court finds Zaidi to be an unreliable witness. His denials are unsupported by any documentary evidence. He chose not to call his wife to explain why she received substantial sums from Three Success. He also chose not to produce his own bank statements to rebut the Plaintiff’s money trail evidence. The Court draws an adverse inference under section 114(g) of the Evidence Act 1950 that such evidence, if produced, would have been unfavourable to him. DW2 – Nor Azhar bin Hamzah (Second Defendant)

Azhar gave evidence that he was a legitimate consultant to Vamed and a subcontractor to Axventure JV, and that payments to Zaidi and his wife were repayments of friendly loans. Under cross-examination, his testimony unravelled. He admitted that there was no written contract, no letter of appointment, no quotation, and no documentary evidence to support his claims of legitimate consultancy or subcontracting work. When asked to describe the consultancy services he provided for RM255,000.00, he repeatedly answered “tak ingat” (I don’t remember) (Notes of Proceedings, Vol 2, pages 233-234).

More significantly, his “loan repayment” story was not pleaded in his Defence. It appeared for the first time in his witness statement. When confronted with this omission, he conceded that his Defence contained no mention of any loan (Notes of Proceedings, Vol 2, pages 223-224).

The Court finds Azhar to be an entirely unreliable witness. His explanations are afterthoughts, unsupported by any documentary evidence. The overwhelming documentary evidence shows that he received large sums from Vamed and Axventure JV, and then distributed those sums to Zaidi and Zaidi’s nominees. The only reasonable inference is that Azhar was a conduit for Zaidi to receive secret profits. COURT’S FINDINGS AND DECISION Finding No. 1: Locus Standi – The Plaintiff has standing to sue

The Defendants’ argument on locus standi is fundamentally misconceived. The Plaintiff’s claim is not for breach of contract; it is for breach of fiduciary duty arising from the employment relationship. Zaidi himself admitted in paragraph 11 of his Defence that he “was assigned to the Z1P3 Project to lead and be in charge thereof, at the behest of TRIPlc.” That admission is dispositive of the locus standi issue. During cross‑examination, he confirmed: DW1: “I accept the first statement.” LCK: “So you were leading, you admitted you were leading in this project … you brief your boss … they rely on you. Do you agree?” DW1: “Yes.” (Notes of Proceedings, Vol 2, page 139)

The cases cited by the Defendants on separate legal entities and privity of contract (Salomon, Hubline, Kepong Prospecting) are irrelevant because they address contractual claims, not fiduciary claims. An employer has standing to sue its own employee for breach of fiduciary duties, regardless of which subsidiary within the corporate group signed a particular contract. The corporate veil is not a shield for an errant employee. The Court therefore rejects the Defendants’ locus standi objection. Finding No. 2: Zaidi owed fiduciary duties to the Plaintiff and breached them

Zaidi was a Senior General Manager. He was placed in charge of the Z1P3 Project, a project of substantial commercial value. He managed contractors, advised his superiors, and was relied upon by the Plaintiff. Under settled law, a very senior employee in a position of trust and confidence owes fiduciary duties to his employer, including the duty of loyalty and the duty not to make secret profits. This is clear from Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 6 CLJ 516 (CA) and Reading v A-G (supra).

The evidence that Zaidi breached these duties is overwhelming. The documentary evidence (bank statements, invoices, and summaries) proves the following chain: Vamed paid RM255,000.00 to Three Success’s bank account in six tranches between December 2018 and May 2021. Axventure Builders (controlled by PW3) paid RM610,000.00 to the same account in twenty tranches between April 2019 and July 2020. The invoices issued by Three Success bore the description “Business Development Consultation Fee,” but PW2 testified that no such consultation ever took place and that the description was suggested by Zaidi himself.

From Three Success’s account, the monies were swiftly dissipated to Zaidi, his wife Hasmah binti Yahaya, and his registered business Warisan Maya Resources. The total traced to Zaidi and his nominees is RM508,600.00. Zaidi did not produce any bank statements of his own to rebut this evidence. When shown cheque images showing payments to his own account, he gave evasive answers. For example, when shown a cheque for RM24,500 drawn in his favour, he said: “I don’t remember receive the money” (Notes of Proceedings, Vol 2, page 175). He did not call his wife as a witness. The inference under section 114(g) of the Evidence Act 1950 is that such evidence would have been unfavourable to him.

The audio recording of PW3 (Wong Chun Lun) is particularly damning. In that recording, PW3 stated: “Actually I don’t know Three Success,” “We’ve been told that this money is for UiTM la,” “Dia minta saya masuk wang kepada Three Success” (He asked me to put money into Three Success). At trial, PW3 tried to recast these payments as being for “PR services” and “drainage work,” but he could not produce any contract, quotation, or CIDB registration for Three Success. He was properly declared a hostile witness. His oral testimony is rejected as an afterthought. The contemporaneous recording is preferred.

The payments constitute “secret profits” or “bribes” within the civil law definition. In Industries and General Mortgage Co Ltd v Lewis (supra), a bribe was defined as a secret commission paid to an agent knowing that he is the other party’s agent, without disclosure to the principal. Here, the payments were made at Zaidi’s request, they were channelled through Azhar to conceal them, and they were never disclosed to the Plaintiff. The fact that the monies did not originate from the Plaintiff is irrelevant. As held in Attorney General for Hong Kong v Reid (supra) and Reading v A-G (supra), a fiduciary holds a bribe on constructive trust for his principal regardless of its source. The House of Lords in Reading stated unequivocally that “the fact that the Crown … has lost no profits or suffered no damage is … immaterial.”

For these reasons, the Court finds that Zaidi breached his fiduciary duties and is liable to account to the Plaintiff for the secret profits received. Finding No. 3: Azhar is liable as an accessory

Azhar allowed his company’s bank account to be used as a conduit for Zaidi’s illicit gains. He issued false invoices for non-existent consultancy services. He received substantial sums (RM356,400.00 remained with him) and distributed the balance to Zaidi and his wife.

His pleaded defence that he was a legitimate consultant and subcontractor was not supported by any credible documentary evidence. He produced no letter of appointment, no contract, no scope of work, no deliverables, and no proof of CIDB registration for drainage works. When asked to explain what consultancy services he provided for RM255,000, he answered: “Tak ingat, tak ingat, tak ingat” (Notes of Proceedings, Vol 2, page 234). His explanation that payments to Zaidi were “repayments of loans” was not pleaded and is an obvious afterthought.

Under the principles in Royal Brunei Airlines v Tan [1995] 2 AC 378 (PC) and CIMB Bank Bhd v Maybank Trustees Bhd [2014] 3 CLJ 1 (FC), a third party who dishonestly assists in a breach of fiduciary duty or knowingly receives trust property is liable to account. Azhar’s conduct fell far short of honest behaviour. He cannot play blind and plead ignorance when large sums of money were channelled through his account without any legitimate basis.

The Court finds that Azhar is jointly and severally liable with Zaidi. Finding No. 4: The illegality defence fails

The Defendants’ reliance on Merong Mahawangsa Sdn Bhd & Anor v Dato’ Shazryl Eskay Abdullah (supra) and the maxim ex dolo malo non oritur actio is misplaced. That principle applies where a plaintiff seeks to enforce an illegal contract or recover money paid under an illegal transaction. Here, the Plaintiff is not enforcing an illegal contract. It is enforcing its equitable right to recover secret profits from its own fiduciary. As Lord Asquith stated in Reading v A-G (supra), “there is no illegality in a servant promising to hand over to his master any sums he gains by use of his position. Nor would the master be affirming any criminal act committed by the servant.” The Court therefore rejects the illegality defence.

The total illicit payments into Three Success’s account were RM865,000.00 (RM255,000.00 from Vamed + RM610,000.00 from Axventure JV). Zaidi and Azhar are jointly and severally liable to pay equitable compensation in that sum, or alternatively to disgorge all benefits received.

In addition, the Court finds that Zaidi is liable for the missing electronic items in the sum of RM185,150.00. The Plaintiff adduced evidence that items received from Vamed and Axventure JV could not be traced or recovered. These included the following:

Items received from Axventure JV: 1 unit Apple iPhone 128 GB, 4 units Apple iPhone 7 32 GB, 1 unit Apple iPad Mini 4 Wifi + Celular, 4 units of Samsung S8 Plus 64 GB, 1 unit of Samsung Galaxy S8 and 2 units of Samsung J5 Pro Black;

Items received from Vamed: 4 units of Apple iPhone XS Max 256 GB, 1 unit of Apple iPhone 11 Pro Max 512G, 1 unit of Apple iPad Pro 12.9" with keyboard, 1 unit of Samsung Note 20 Ultra 5G 256 GB, 9 units of Apple iPad Mini 5 Wifi 64 GB, 12 units of Apple iPad Mini 5 Wifi 256 GB, and 2 units of laptops.

The total market value was computed at RM185,150.00 by PW1, whose evidence on this point was unchallenged in material particulars (Notes of Proceedings (Vol 1), page 8). Zaidi's defence that he distributed these items pursuant to instructions from the COO is a bare assertion. He promised in his Defence to produce a list of recipients; he failed to do so. He claimed he did not need to have proof of instructions. That is not credible. The Court accepts the Plaintiff's unchallenged evidence on this head of claim. Finding No. 6: Punitive, Exemplary, and Aggravated Damages –

The Plaintiff also claims punitive, exemplary, and aggravated damages. These claims are dismissed. The Court's reasoning is set out below.

The Equitable Remedies are Sufficient

First, it is critical to recognise that the primary remedies granted in this judgment are equitable in nature, namely equitable compensation and disgorgement of secret profits. Unlike common law damages, which aim to compensate for loss suffered, these equitable remedies serve a dual purpose. They are restorative, stripping the fiduciary of every cent of his ill-gotten gain and returning it to the principal to whom the duty of loyalty was owed. They are also strongly deterrent, as by ensuring that a fiduciary cannot profit from his breach, equity removes any financial incentive for future misconduct. The order for disgorgement of RM865,000.00 sends a clear and unequivocal message: a fiduciary who accepts a bribe will not be allowed to keep a single cent of it.

Punitive Damages are Exceptional

Second, punitive (or exemplary) damages are a common law remedy reserved for exceptional cases where the defendant's conduct is so outrageous, malicious, or high-handed that mere compensation is insufficient to punish and deter. In Rookes v Barnard [1964] AC 1129 (HL), the House of Lords confined exemplary damages to two categories: (i) oppressive, arbitrary or unconstitutional action by government servants; and (ii) conduct calculated to make a profit that exceeds the compensation payable to the plaintiff. While bribery may theoretically fall within the second category, the Court finds that the powerful equitable remedy of disgorgement is the primary and most appropriate response to such fiduciary wrongdoing. To award disgorgement and punitive damages would risk a double punishment and an unjust windfall for the Plaintiff, who has already been made whole in equity.

The Plaintiff's Inconsistent Conduct

Third, the Plaintiff's own inconsistent conduct militates against an award of punitive or exemplary damages. A claimant who seeks the court's penal remedies must come with clean hands and consistent conduct. In this case, the Plaintiff discovered that the First Defendant had channelled various electronic items identified as ‘bribes’ from Vamed and Axventure JV to its own officers, representatives of UiTM as well as representatives of Majlis Daerah Kuala Selangor (MDKS). According to Zaidi's own reply to the show cause letter, he provided a distribution list which is reproduced as follows:

Distribution List iPhone XS 4 4 (UiTM) iPhone 11 4 Ir Bakar, Wasitah, Muhammad, UiTM Samsung Note 20 2 Nomanizan, UiTM Apple iPad + keyboard + pencil 1 Ar Khalid iPad Mini 24 4 (MDKS) 12 (UiTM) 8 (Ir Mazlan, Ir Bakar, Syafique, Zaidi, Nazrul, Siti Hazar, Badrol, Hizudin) (B2, CBOD Vol. 2, Pg. 109).

The inconsistency can be seen in the Plaintiff's selective approach to verification. PW1 testified that the Plaintiff conducted investigations with the internal recipients. For 13 electronical items identified in Zaidi's reply and highlighted in yellow in the Plaintiff’s summary table (B6, CBOD Vol. 6, Pg. 5), the Plaintiff contacted the recipients and confirmed receipt. These items, which were received by Z1P3 project employees (employees of the Plaintiff), were exempted from the claim. PW1 explained: PW1: "We not only rely on Zaidi's statement in his reply to show cause, we also conduct investigations for the stuff that we highlighted in yellow, we called them and asked them whether they did receive or not, as mentioned by Zaidi. And they admitted they received from Zaidi." (Notes of Proceedings, Vol 1, page 10)

This selective approach demonstrates that the Plaintiff was capable of verifying distribution with internal recipients but chose not to extend the same diligence to UiTM and MDKS officers and representatives. PW1 candidly admitted that no third party personnel were contacted. She explained that she did not know who to contact, and that making such inquiries would "embarrass" the company and damage its relationship with a government client: PW1: I agree that during the course of investigation that we have to check with everybody, any names, any recipients, whoever names that are mentioned. But number 1, Zaidi did not mention in his reply who in UITM received this. And we are not talking about one item, Yang Arif.. There are so many items he handed over to UITM. Why we did not go to UITM because we do not know who and then if we go, if we write letter to UITM saying we want to check whether your staff has received this, it is going to embarrass us, Yang Arif. Because this is the first project that we do with the government. Are we trying to tell UITM that we have this staff, our staff, that is bribing their staff? Or what. That we do not have a proper corporate governance in running our project. No return records, no acknowledgement? No nothing. It will embarrass us as a company, Triplc Medical and also a listed company, Puncak Niaga Holdings sendiri Yang Arif. Same to MDKS, how to write to MDKS and tell everybody, write MDKS “anyone of you received from Zaidi?” We cannot just pinpoint like that Yang Arif. Because these are not parties unlike our staff. These are external parties. We take that position, Yang Arif.. We have to investigate internally first. We need to assess and determine who but that’s why we conduct the domestic inquiry but we didn’t get anything out of it. (Notes of Proceedings, Vol 1, pages 26 to 27).

The Court makes no criticism of this commercial judgment as a matter of liability. However, the inconsistency is unmistakable. The Plaintiff verified with internal recipients and exempted items received by its own staff from the claim, yet it did not extend the same diligence to external recipients. More significantly, the Plaintiff has never explained why it did not take disciplinary action against its own staff who admittedly received the same items that it now claims were illicitly distributed. This undermines the Plaintiff's claim to the moral high ground required to seek additional punishment beyond full restitution.

For all the above reasons, the claim for punitive, exemplary, and aggravated damages is dismissed. The equitable remedies of accounting, equitable compensation, and disgorgement are entirely sufficient to vindicate the Plaintiff's rights, to deter future misconduct, and to uphold the principle that a fiduciary must not profit from his position of trust.

For the reasons above, the Court finds that the Plaintiff has proved its case on a balance of probabilities. The credibility of the Plaintiff's key witnesses, particularly PW2, was corroborated by contemporaneous documentary evidence. By contrast, the Defendants' witnesses (DW1 and DW2) were found to be entirely unreliable, their denials unsupported by any documentary evidence. While the Plaintiff's inconsistent conduct – pursuing its former employee while shielding its own staff and external recipients – was noted, it does not affect the Defendants' liability, which is established independently.

Judgment is therefore entered in favour of the Plaintiff as follows:

Against the First and Second Defendants jointly and severally: equitable compensation of RM865,000.00 for the secret profits.

Against the First Defendant alone: damages of RM185,150.00 for the missing electronic items.

The Plaintiff’s claim for punitive, exemplary, and aggravated damages is dismissed.

Interest on the above sums at 5% per annum from the date of judgment until full realisation.

Costs of RM100,000.00 to be paid jointly and severally by the First and Second Defendants, subject to allocator. Dated: 6th July 2026 Yusrin Faidz Bin Yusoff Judge High Court of Malaya Kuala Lumpur For the Plaintiff: Lim Choon Khim (Together with Chin Yan Leng & Yeoh Yao Huang) Messrs CK Lim Law Chambers 12th Floor, Bangunan Getah Asli (Menara), No. 148, Jalan Ampang, 50450 Kuala Lumpur. For the First Defendant: Mohd Zamri bin Mohd Idrus (Together with Sharifah Dyana Baizura Binti Syed Azmi Ahmad) Messrs. Zamri Idrus & Co Suite D4-5-11, Block D4, Level 5, Solaris Dutamas, Jalan Dutamas 1, 50480 Kuala Lumpur For the Second Defendant: Saifuzzaman Bin Ab Rahman Messrs. Saifuz & Co, No. 2-12, 2nd Floor, Nongchik Riverside Commercial, Jalan Kolam Ayer 2, 80200 Johor Bahru, Johor Darul Takzim. CASE REFERENCE:

Salomon v A Salomon & Co Ltd [1897] AC 22 (HL).

Hubline Bhd v Intan Wazlin bt Ab Wahab [2026] 1 MLJ 489

Kepong Prospecting Ltd & Ors v Schmidt [1968] 1 MLJ 170

The Board of Trustees of the Sabah Foundation & Ors v Datuk Syed Kechik bin Syed Mohamed & Anor [2008] 5 MLJ

Attorney General for Hong Kong v Reid [1994] 1 AC 324 (PC).

Industries and General Mortgage Co Ltd v Lewis [1949] 2 All

Kwan Ngen Wah & Ors v Hiew Kon Fah & Ors [2019] 6 CLJ

Merong Mahawangsa Sdn Bhd & Anor v Dato' Shazryl Eskay Abdullah [2015] 8 CLJ 212 (FC).

Reading v A-G [1951] AC 507 (HL).

Soh Chee Gee v Syn Tai Hung Trading Sdn Bhd [2019] 6 CLJ

Royal Brunei Airlines v Tan [1995] 2 AC 378 (PC).

CIMB Bank Bhd v Maybank Trustees Bhd [2014] 3 CLJ 1

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

Section 114(g) of the Evidence Act 1950.