Yam Sau Wah & 2 Lagi v Superboom Projects Sdn. Bhd. (A-02(IM)(NCVC)-1472-08/2016 & 8 Lagi)

1.

2.

… APPELLANTS

SUPERBOOM PROJECTS SDN. BHD. (COMPANY NO.: 584436-X) … RESPONDENT Heard together with

(I.C No.: 621112-10-6355)

(I.C. No.: 681001-10-7325)

NUSA ASLI SDN BHD 2

SUPERBOOM (PERAK) SDN BHD

THE HAVEN SDN BHD (COMPANY NO.: 852948-T) … RESPONDENTS And

1.

2.

3.

HEW LEE KUEN

YEO KONG MENG (I.C.NO.: 681018-11-5161) … RESPONDENTS And 3

1.

2.

3.

SWOONTAT SDN BHD

LEE YEW HOCK

WONG AUN JIN

SING YUEK SDN BHD

LOO THIAN HWEE (I.C.NO.:550812-10-5761) … RESPONDENTS And 4

1.

2.

AMY LAU SIU YIN (BRITISH PASSPORT NO.:505227030) … RESPONDENT And

5

CHAN SAU YIN

CHAN SAU LAI (I.C.NO.: 641124-08-5262) …. RESPONDENTS And

1.

2.

MULTIBAY HARVEST SDN BHD (Company No.: 745297-H) … RESPONDENT [In the matter of the High Court of Malaya in Ipoh, Perak Civil Suit No. 22NCvC-100-09/2015 Between 1. (I.C. No.: 621112-10-6355)

(I.C. No.: 681001-10-7325)

(Company No.: 567109-D) … Plaintiffs 6 And 1. CHAN SAU YIN (I.C. No.: 630711-08-6100)

CHAN SAU LAI (I.C. No.: 641124-08-5262)

SWOONTAT SDN BHD (Company No.: 562940-X)

LEE YEW HOCK (I.C. No.: 520209-10-5129)

SAMUEL DEVADASS CHILLIAH (I.C. No.: 571105-08-5485)

CHAN TOH PEW (Australian Passport No.: E-3083679)

AMY LAU SIU YIN (British Passport No.: 505227030)

CHAN LOONG FUI (I.C. No.: 540825-10-6297)

MULTIBAY HARVEST SDN BHD (Company No.: 745297-H)

CAN ENTERPRISE SDN BHD (Company No.: 217282-U)

WONG AUN JIN (I.C. No.: 300715-01-5199)

SING YUEK SDN. BHD. (Company No.: 33852-D)

LOO TIAN HWEE (I.C. No.: 550812-10-5761)

SUPERBOOM PROJECTS SDN BHD (Company No: 584436-X)

SUPERBOOM (PERAK) SDN. BHD. (Company No: 765928-U)

THE HAVEN SDN BHD (Company No.: 852948-T)

HEW LEE KUEN (I.C. No.: 721029-08-5280)

YEO KONG MENG (I.C. No.: 681018-11-5161) 7

BCM MARKETING SDN BHD (Company No.: 450444-T) … Defendants] (An appeal against the decision of YA Puan SM Komathy A/P Suppiah, Judicial Commissioner High Court of Malaya at Ipoh, Perak on 30th June 2016) CORAM: VERNON ONG LAM KIAT, JCA ZALEHA BINTI YUSOF, JCA HASNAH BINTI DATO’ MOHAMMED HASHIM, JCA JUDGMENT OF THE COURT [1] There are a total of 9 appeals emanating from one judgment arising from the decision of the High Court delivered on 30.6.2016. As the facts are similar it was agreed by all the parties that the appeals be heard together. On 23.4.2018 after considering the submissions of counsels, both oral and written, we delivered our decision. It was our unanimous decision to allow the following appeals with costs:

Appeal No. A-02(IM)(NCVC)-1472-08/2016(“1472”);

(ii) Appeal No. A-02(IM)(NCVC)-1473-08/2016(“1473”);

(iii) Appeal No. A-02(IM)(NCVC)-1474-08/2016(“1474”);

(iv) Appeal No. A-02(IM)(NCVC)-1475-08/2016(“1475”);

Appeal No. A-02(IM)(NCVC)-1476-08/2016(“1476”);

(vi) Appeal No. A-02(IM)(NCVC)-1524-08/2016 (“1524”); and

(vii) Appeal No. A-02(IM)(NCVC)-1525-08/2016(“1525”). 8 [2] We dismissed the following appeals with costs:

Appeal No. A-02(IM)(NCVC)-1522-08/2016 (“1522”); and

(ii) Appeal No. A-02(IM)(NCVC)-1523-08/2016 (“1523”). We set aside the Order of the High Court. We now give our reasons for deciding so. [3] For ease of reference, in this judgment, the parties will be referred to as they were in the High Court. The background facts of this appeal are important to understand the context in which these appeals were brought. The Appeals [4] Appeal 1472 is the appeal by Yam Sua Wah (“David Yam”), Yam Huang Meng (“Jason Yam”) and Nusa Asli Sdn Bhd (“Nusa Asli”) (collectively referred as” the plaintiffs”) against the decision of the High Court in allowing Superboom Projects Sdn Bhd’s (the 14th defendant) application (Enclosure 50) to strike out plaintiffs’ claim against 14th defendant with costs of RM7,500.00. [5] Appeal 1473 is the appeal by the plaintiffs against the decision of the High Court in allowing the Superboom (Perak) Sdn Bhd and The Haven Sdn Bhd’s (15th and 16th defendants) application in Enclosure 68 to strike out plaintiffs’ claim against 15th and 16th defendants with costs of RM7,500.00. [6] Appeal 1474 is the appeal by the plaintiffs against the decision of the High Court in allowing Hew Lee Kuan and Yeo Kong Meng’s (the 17th and 18th defendants) application in Enclosure 70 to strike out plaintiffs’ claim against 17th and 18th defendants with costs of RM7,500.00. 9 [7] Appeal 1475 is the appeal by the plaintiffs against the decision of the High Court in allowing Swoontat Sdn Bhd, Lee Yew Hock, Wong Aun Jin,Sing Yuek Sdn Bhd and Loo Tian Hwee’s (the 3rd, 4th, 11th to 13th defendants) application in Enclosure 77 to strike out plaintiffs’ claim against 3rd, 4th, 11th to 13th defendants with costs of RM10,000.00. [8] Appeal 1476 is the appeal by the plaintiffs against the decision of the High Court in allowing Amy Lau Siu Yin’s (the 7th defendant) application in Enclosure 79 to strike out plaintiffs’ claim against 3rd, 4th, 11th to 13th defendants with costs of RM7,500.00. [9] Appeal 1522 and Appeal 1523 are the appeals by the 9th defendant (“Multibay”), and by the 1st and 2nd defendants (Chan Sau Yin and Chan Sau Lai) respectively against the decision of the High Court in deciding that prayers 1,3.1(i) and 3.1 (ii) in the Statement of Claim (SOC) dated 3.9.2015 be stayed for full trial following the 1st and 2nd defendants’ application in Enclosure 93 and 9th defendant’s application in Enclosure 101 to strike out the entire claim pursuant to O.33 r.2 of the Rules of Court 2012 (ROC). [10] Appeal 1524 and Appeal 1525 are the appeals by the plaintiffs against the decision of the High Court in allowing the 1st 2nd and 9th defendants application in Enclosures 93 and101 to determine the questions of law and the preliminary issues and to strike out plaintiffs’ claim against them. 10 The striking out applications [11] The striking out applications in Enclosures 50, 58 and 70 are premised on the ground that the plaintiffs do not have any locus standi to commence the action against the following: i. Superboom Projects Sdn Bhd, the 14th defendant (“Superboom Projects”); ii. Superboom (Perak) Sdn Bhd, the 15th defendant (“Superboom Perak”); iii. The Haven Sdn Bhd, the 16th defendant (“The Haven”); iv. Hew Lee Kuan, the 17th defendant (“Hew”); and v. Yeo Kong Meng, the 18th defendant (“Yeo”) (collectively referred as “the defendants” in this appeals). Material facts [12] Superboom Project owns a piece of land situated in Ipoh, Perak which was developed into a high rise condominium known as “The Haven Lakeside Residence”. The project was developed by The Haven. Superboom Perak was the turnkey contractor of the project. Superboom Project is the majority shareholder in The Haven and Superboom Perak. [13] The 1st plaintiff (“David Yam”) is described as the ultimate beneficial owner of Multibay and Nusa Asli as well as a director of Multibay. David Yam held his equities through the nominees as follows: -

Multibay Sdn Bhd (9th defendant) – 298,000 shares (33.1%); and

(ii) Nusa Asli Sdn Bhd (3rd plaintiff) – 1999 shares (0.22%). 11 [14] The 2nd plaintiff (“Jason Yam”), who is David Yam’s brother, was the registered shareholder of 45,001 shares out of 50,002 shares issued as paid-up capital of Nusa Asli. He also held the shares in trust for David Yam. The balance paid-up was registered in Ling Hie Ai (Jason Yam’s wife) who held it on trust for David Yam. Jason Yam was also a director of Nusa Asli. [15] The 1st defendant, Chan Sau Yin (“Sau Yin”) is David Yam’s former wife whilst the 2nd defendant, Chan Sau Lai (“Sau Lai”), his former sister-in-law. Sau Yin was the registered owner of one (1) fully paid up shares in Multibay amounting to 50% of the paid up capital of Multibay. She was also a director of Multibay and Nusa Asli. Sau Lai was the registered shareholder of the other one (1) fully paid-up share in Multibay amounting to 50% of the paid-up capital of Multibay. She was also a director of Multibay and Nusa Asli. [16] The 4th defendant, Lee Yew Hock (“Lee”) was a registered shareholder of 50% of the paid–up capital of the 3rd defendant (“Swoontat”) and a director of Swoontat. The remaining 50% of Swoontat was held by Lee’s wife. [17] It is contended by the plaintiff that the 5th defendant (“Samuel”) had orchestrated the various resolutions forming part of the conspiracy to defraud. The 3rd to the 7th defendants had purportedly conspired with the Sau Yin and Sau Lai, directors of Multibay and Nusa Asli, to unlawfully sell the David Yam’s shares in Superboom Projects. The Multibay Superboom share was sold to Swoontat and the Nusa Asli Superboom share was sold to the Lee. 12 [18] David Yam filed a claim against the 19 defendants and contended that the 6th defendant (“Peter Chan”) was his equal partner/co-principal in a property development, that is, The Haven owned, managed and developed by Superboom Projects, Superboom (Perak) and The Haven. Both David Yam and Peter Chan holding 50% stake in Superboom Projects through the various corporate vehicles and nominees. It is David Yam’s pleaded case that Peter Chan owed fiduciary duties, that is:

a duty to act honestly;

(ii) a duty to act so as to place himself in a position in which his personal interests did or might conflict with David Yam;

(iii) a duty not to interfere with David Yam’s right to be an equal partner in Superboom Projects and by extension The Haven; and

(iv) a duty to consult David Yam on all major issues. [19] David Yam also contended that the shares held by both Sau Yin and Sau Lai (‘the Chan sisters”) in Multibay were in fact held on trust for him and as trustees the Chan sisters also owed fiduciary duties to him, inter alia, to act in accordance to his instructions, to preserve the Multibay Superboom shares for his benefit and not do anything with regards to the Trust Shares to his detriment. [20] David Yam also pleaded that he was wrongfully removed as a director of Multibay and is entitled to challenge all resolutions of Multibay executed. Jason Yam also challenges the resolutions of Nusa Asli which according to him were circulated without his knowledge and executed in breach of Article 90 of Table A which Nusa Asli adopted. The defendants had dishonestly assisted the Chan sisters to act in breach of trust. 13 [21] On 17.4.2013 Multibay and Nusa Asli filed oppression proceedings pursuant to section 181 of the Companies Act 1960 (“181 CA”) against all the defendants. On 21.6.2013 the High Court granted an inter partes interim injunction to preserve the status quo of the companies and that would be no dilution of the Multibay Superboom and Nusa Asli Superboom shares. On 24.7.2013 the Chan sisters withdrew the 181 CA action without liberty to file afresh. [22] The plaintiffs seek, inter alia the following declarations that:

for all intents and purpose he is the beneficial owner of both the Nusa Asli Superboom and Multibay Superboom shares;

(ii) the sale of Multibay Superboom shares and Nusa Asli shares to third parties by the Chan sisters is tainted with fraud;

(iii) the purported resolutions and statutory documents of Multibay to be null and void;

(iv) the purported resolutions and statutory documents of Nusa Asli to be null and void;

the documents submitted in the 181 CA proceedings to effect its withdrawal to be null and void;

(vi) the sale and transfer of the Multibay Superboom Shares and Nusa Asli Superboom Shares be null and void;

(vii) the sale and transfer of the BCM Trust Shares be null and void. [23] Consequent thereto the following reliefs are sought by the plaintiffs:

the discontinuance of the 181 CA proceedings and consent order be set aside;

(ii) the register of directors, manager and secretaries of Multibay and Nusa Asli be rectified; 14

(iii) the register of Superboom Projects be rectified to cancel the transfer of the Multibay Superboom Shares and Nusa Asli Superboom shares;

(iv) the register of BCM be rectified to cancel the transfer of BCM shares; and

damages. [24] The defendants responded to the action by filing applications in the High Court as follows:

Enclosure 50 – application to strike out the claim by Superboom

(ii) Enclosure 68 – application to strike out the claim by Superboom (Perak) and The Haven;

(iii) Enclosure 70 – application to strike out the claim by 17th defendant (“Hew Lee Kuan”) and the 18th defendant ,Yeo Kong Meng (“Yeo”);

(iv) Enclosure 79 – application to strike out the claim by 7th defendant (“Amy Lau”).

Enclosure 77 – application under Order 33 by Swoontat, Lee and the 11th defendant (“Wong Aun Jin”), the 12th defendant (“Sing Yuek Sdn Bhd) and the 13th defendant (“Loo Thian Hwee”).

(vi) Enclosure 93 – application under Order 33 by Chan Sau Yin and Chan Sau Lai; and

(vii) Enclosure 101 – application under Order 33 by Multibay. 15 [25] David Yam‘s claim relating to the Superboom Projects shares against Sau Yin and Sau Lai, also known as the Chan sisters and the other defendants who have acquired the shares was dismissed. The learned Judicial Commissioner ordered that the plaintiffs’ claim relating to the Multibay shares held by the Chan sisters to be tried. David Yam’s claim to challenge the resolutions for the disposal of the Superboom shares was also dismissed but his claim to challenge the resolution for his removal was ordered to be tried. [26] The issues raised in the striking out and the Order 33 applications are similar and overlapping. The preliminary issue pertaining to the Superboom shares is whether David Yam has locus standi to seek a declaration that he is the beneficial owner of the Superboom shares as these shares are the properties and assets of Multibay and Nusa Asli. The defendants contended that David Yam had no locus standi to seek such a declaration that he is the beneficial owner of the Superboom shares as the shares are the properties and assets of Multibay and Nusa Asli. In order to have the requisite locus David Yam must be a member of Multibay and Nusa Asli. As he was neither a member of Multibay not Nusa Asli his claim for Superboom shares was therefore unmaintainable. Decision of the High Court [27] The High Court held that the David Yam and Jason Yam have no locus standi as directors to bring the action on behalf of Multibay and Nusa Asli as they are not the proper plaintiff to bring an action to redress the injury. For a beneficiary to have locus standi it must be a member of corporation holding the assets before it can commence an action. The plaintiffs’ claim for Superboom shares is therefore premature. David Yam also claimed that Multibay and Nusa Asli shares were held on trust for him. 16 There is no evidence to show that David Yam had in fact contributed to the purchase price of the Superboom trust shares to create a resulting trust. Even if David Yam is the beneficial owner of the Superboom shares he is precluded from bringing an action as he is not a member of Multibay and Nusa Asli. [28] On the issue regarding David Yam’s claim for a declaration that he has beneficial interest in the Multibay shares, the High Court was of the considered view that the plaintiffs ought to be given the chance to adduce evidence to rebut the presumption of advancement relied on the Chan sisters, and show that they held the shares on trust as contended. The High Court decided that the issue must be tried and investigated at the trial. [29] The Chan sisters’ position that they are the owners of the Multibay Trust Shares by virtue of the presumption of advancement and by virtue of section 100 CA were rejected by the learned Judicial Commissioner. There is merit in the position taken by David Yam as regards to the effect of section 100 of the CA. Section 100(1) of the CA is not a irrebuttable presumption and does not bar David Yam from claiming that the Multiday shares are held on trust for him. Our analysis and decision [30] We will deal with appeals 1472,1474,1474,1475 and 1476 which are the applications by the defendants to strike out the plaintiffs’ claim premised on two grounds:

the plaintiffs are not minority shareholders in Superboom Projects. The plaintiffs are therefore not in the position to revive the section 181 action; and 17

(ii) there are no pleadings in the SOC to demonstrate a cause of action against the defendants. [31] We do not propose to set out the submissions of the parties. Suffice to state that before us, learned counsel for the plaintiffs submitted that the instant appeals are not a plain and obvious case for striking out as there are 'massive disputed facts' and that the questions of law posed do not favour the defendants. [32] Learned counsel for the plaintiffs argued that the decision by the High Court to dismiss the plaintiffs’ claim in respect of the Multibay Superboom Shares and the Nusa Asli Superboom shares is unsustainable as there are many material facts in dispute. The plaintiffs’ case is that David Yam is the owner of the Multibay Superboom shares, the Nusa Asli Superboom shares, BCM Trust shares and the BCM Superboom shares. The Superboom Project shares were held in trust by David Yam’s nominees, namely,

Multibay with the Chan sisters holding the Multibay Trust shares;

(ii) Nusa Asli, with Jason Yam and his wife, Ling Hie Ai, holding the Nusa Asli Trust shares; and

(iii) BCM with Puad holding 25% shares of BCM. [33] It is the plaintiffs’ case that the Chan sisters together with Swoontat, Lee, Samuel, Peter Chan and Amy Lau (1st to 7th Defendants) had conspired to defraud David Yam of his Superboom Project shares. They were assisted by the 8th Defendant, the 10th defendant, the 12th defendant and the 13th defendant. They knew of the shareholding structure and that the Superboom Project shares were held in trust for David Yam. The Chan 18 sisters had purportedly ‘sold’ the Multibay Superboom shares to Swoontat, who in turn sold the shares to the 12th and 13th defendants and one individual by the name of Toh. It is alleged that the Chan sisters had ‘sold’ the Nusa Asli Superboom shares to the 4th defendant, and then the 4th defendant sold the shares to the 13th defendant. [34] The plaintiffs further argued that the BCM Trust shares were transferred by Puad to the 8th defendant. Subsequently the 8th defendant sold the shares to the 10th defendant. This sale is disputed as the 10th defendant purportedly alleged that BCM Trust shares were in fact sold to a person by the name of Kenneth. As at 9.2.2015 the shareholders of BCM are the 6th defendant, 7th defendant and the 10th defendant. It is also the plaintiffs’ case that the 11th defendant despite having knowledge of the shares being held on trust for David Yam, colluded in diluting David Yam’s stake in Superboom Projects. [35] In the SOC David Yam and Nusa Asli pleaded that the defendants dishonestly assisted the Chan sisters. It is the plaintiffs’ case that sometime on 9.7.2013 the Chan sisters executed various resolutions to remove David Yam as director. On 23.7.2013 the Chan sisters executed resolutions, inter alia, approving the sale of the Mutibay Superboom shares to Swoontat. [36] Counsels for the defendants advanced two arguments why the plaintiffs’ claim must fail. Firstly, on the issue of locus. Both David Yam and Jason Yam have no locus to commence this action against the defendants with the view to resurrect the oppression of minority action pursuant to 181 CA as they never held Superboom Projects shares at any given time. Only members of the company may bring an action under 181 CA and in light 19 of that fact that David Yam and Jason Yam are not shareholders of Superboom Projects, the claim against the defendants must therefore fail. Secondly, the SOC failed to plead any cause of action against the defendants. [37] The Chan sisters in their Statement of Defence denied they hold the shares on behalf of David Yam. However, Chan Sau Lai affirmed in an Affidavit dated 7.5.2013 confirming that she holds shares on behalf of David Yam. However, there is also allegation of coercion by David Yam. [38] The power to dismiss an action summarily is a drastic power and should only be exercised with the utmost caution in plain and obvious cases. In the case of Lee Nyan Choi V. Voon Noon [1978] 1 LNS 94 the Federal Court set out the principle that if there are triable issues the proper course would be for the matter to be tried in the usual way in open Court. It is evident that the existence of the trust, the arrangement of the trust for the benefit of David Yam are heavily disputed and the existence and arrangement of such a trust must be a matter for determination at a trial and not based purely by affidavit evidence. We agree with learned counsel for the plaintiffs that the claim of the plaintiffs for breach of trust and conspiracy are intrinsically intertwined and must be dealt as a whole and not in instalments. In the appeals before us, we are of the considered view that there are many contentious allegations raised and thus cannot be dealt summarily. [39] On the issue of locus learned counsel for the plaintiffs submitted that the learned Judicial Commissioner erred for misconstruing the plaintiffs’ claim as one of derivative action. The plaintiffs’ claim is a proprietary claim and thus the plaintiffs has a right to trace the trust asset, that is the 20 Superboom Project shares and the BCM trust shares. Locus standi is not an issue as the claim is not a derivative action or even a minority oppression claim. [40] Learned counsel for the defendants strenuously argued in response that the reason the defendants filed the Order 18 application was the plaintiffs’ purported attempt to revive the 181 action. Such an action is abuse of powers as David Yam does not have any right. Nusa Asli did hold shares in Superboom but subsequently the shares were sold to Lee Yew Hock. Learned counsel for the defendants submitted that the plaintiffs’ claim is therefore completely devoid of any cause of action. [41] With respect we disagree. It is apparent to us that the plaintiffs’ claim is not obviously unsustainable to warrant it being struck out. It is trite law that a pleading should only be struck out if it is shown that it is on the face of it obviously unsustainable. It is a summary power to be sparingly exercised only in cases where it is conspicuously clear that the claim on its face is obviously unsustainable (Re: Pet Far Eastern (M) Sdn Berhad v. Tay Young Huat & Others [1999] 2 CLJ 886).If it can be shown that the pleadings disclose a cause of action or raise a question fit to be decided, however small the chances are of succeeding, the case should not be regarded as suitable for summary striking out. The relevant excerpt of the Supreme Court's decision in the case of Bandar Builder Sdn Bhd & Ors v. United Malayan Banking Corporation Bhd [1993] 4 CLJ 7 at page 11, is reproduced below: "The principle upon which the court acts in exercising its power under any of the four limbs of O. 18 r. 19(1) of the Rules of the High Court 1980 are well settled. It is only in plain and obvious cases that 21 recourse should be had to the summary process under this rule and the summary procedure can only be adopted when it can clearly be seen that a claim or answer is on the face of it obviously unsustainable." [42] In respect of the appeals 1522,1523 ,1524 and 1525 which raised the issue concerning sections 100 and 163(4) CA, learned counsel for the plaintiff argued that the provision of the law does not in any way vitiate the right to trace or follow the shares belong to David Yam of the trust arrangements. Section 100 CA provides that shares certificates issued are prima facie evidence of title to the shares. [43] We agree with the learned Judicial Commissioner that the plaintiffs’ claim for the Multibay Trust shares must be tried and that David Yam can challenge his removal as director. On the facts before us we are of the view that all the issues raised can only be determined by way of an oral or viva voce evidence at trial of the matter. Based on the established principles and our analysis of the facts and the applicable law, we are of the considered view that this is not a plain and obvious case for striking out the pleadings as disclosing no reasonable cause of action and defence. [44] In conclusion after having heard the Parties at length and upon careful perusal of the records of appeals, we are of the considered opinion that this is a case in which appellate intervention is warranted. [45] For the foregoing reasons, having considered the submissions by both learned counsels as well as all the materials placed before us and for the reasons as stated above, both oral and written, of learned counsels we unanimously allowed appeals 1472,1473,1474,1475 and 1476 as well as appeals 1524 and 1525 with costs of RM10,000 each subject to allocator. 22 We also unanimously dismissed appeals 1522 and 1523 with costs of RM10,000 each subject to the payment of allocatur. [46] The orders of the High Court dated 19.6.2013 striking out the plaintiffs' writ and statement of claim (inclusive of the orders on costs in the High Court) are set aside. The claim of the plaintiffs is reinstated. We further ordered that the case be remitted back to the High Court for full trial. sgd (HASNAH BINTI DATO’ MOHAMMED HASHIM) Judge Court of Appeal, Malaysia Putrajaya Date: 30.4.2019 23 Counsel for the Appellants for Appeals No.1472, 1473, 1474, 1475 & 1474 for the Respondents for Appeals No. 1524 &1525 Ranjit Singh Owee Chia Ming Lee Boon Koon Messers Owee & Ho Advocate and Solicitors D2-U2-15, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur. Counsel for the Appellant for Appeal No.1522 and for the Respondent for Appeal No.1525 Mohamad Zainal Abidin Syarikat Suruhanjaya Malaysia (SSM) No. 7, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50623 Kuala Lumpur Counsel for the Respondents for Appeals No.1472, 1473, 1474 &1475 David Samuel T Nadarajan Messers Chambers of Firdaus Advocate and Solicitors J-5-1, 5th Floor, Parklane Commercial Hub, Jalan SS 7/26, Kelana Jaya, 47301 Petaling Jaya, Selangor. Counsel for the Respondent for Appeal No. 1475 T Nadarajan Rachael Shanti Babu Raj Gopal Messers Kean Chye and Sivalingam Advocate and Solicitors No.10A-10C JalanPanglima 30000 Ipoh Perak Counsel for the Respondent for Appeal No. 1476 Poh Choo Hoe Estee Wong Messers Shook Lin and Bok Advocate and Solicitors 55, Jalan Raja Chulan, Bukit Ceylon, 50200 Kuala Lumpur 24 Counsel for the Appellant in Appeals no.1522 &1525 M. Saravanabavan Messers Madhi Param & Co. Advocate and Solicitors No. 67, Jalan Istana 30000 Ipoh Perak Counsel for the Appellant for Appeal no.1523 and for the Respondent for Appeal No.1524 V Vijaya Segaran Mohamad Nizam Norazli Nordin Messers Maxwell Kenion and Cowdy Advocate and Solicitors No. 31, Jalan Tun Sambanthan, 30000, Ipoh, Perak