Clju 2024 411 BC09136

[2024] CLJU 411 Legal Network Series
IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR

IN THE FEDERAL TERRITORY, MALAYSIA
(COMMERCIAL DIVISION)
[SUIT NO.: WA-22NCC-14-01/2020]
BETWEEN
1. HO HAU WONG
2. JERARD CO. LTD
3. JERARD GLAMOUR LIMITED
4. JERARD GLAMOUR STRATEGY LIMITED
5. RED AND BLUE INVESTMENT CO. LTD … PLAINTIFF
AND
1. CHIN CHOONG KIT @ JOSEPH CHIN

(NRIC NO.: 700823-08-5533)
2. CHOONG HOONG @ PHILIP CHIN

(NRIC NO.: 690919-08-5443)
3. CHIN PENG SIN

(NRIC NO.: 490724-08-5463)
4. YAP MAY FATT

(NRIC NO.: 500917-08-5597)
5. YAP WAI FOONG (NO. K/P: 850106-08-5980)

[SEBAGAI WAKIL DIRI, YAP MAY FATT, SI MATI]
6. CHAN YOKE YING

(NRIC NO.: 550314-08-5390)
7. LAM PUN YING

(NRIC NO.: 550827-08-6591)
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8. BOEY TIN CHEE
[NRIC NO.: 460722-08-5462]
9. EMERALD DEALS SDN BHD

[COMPANY NO.: 415399-T]
10. GLAMOUR IDEALS SDN BHD

[COMPANY NO.: 670679-H]
11. GLAMOUR PORTFOLIO SDN BHD

[COMPANY NO.: 725911-T]
12. GLAMOUR STRATEGY SDN BHD

[COMPANY NO.: 725906-M] … DEFENDANTS
JUDGMENT
Introduction
[1] In essence, the Plaintiffs brought this claim against the

Defendants for breach of trust and misappropriation of
RM30,565,555.20 which the 1 st Plaintiff had entrusted to the 3 rd
Defendant, Chin Peng Sin for the purposes of investing into
properties through 4 special purpose vehicles, namely Emerald
Deals Sdn Bhd (“EDSB”), Glamour Ideals Sdn Bhd (“GISB”),
Glamour Portfolio Sdn Bhd (“GPSB”) and Glamour Strategy
Sdn Bhd (“GSSB”), who are the 8 th, 9 th , 10 th and 11 th Defendants
respectively.
[2] Notwithstanding that the parties had previously entered into a

Consent Judgment dated 24.6.2014 to appoint Messrs KPMG to
examine the parties and the accounting books of EDSB, GISB,
GPSB and GSSB, the disputes could not be resolved resulting in
the Consent Judgment being subsequently set aside for parties to
commence this fresh suit.
[3] Further, despite an order made by this Court on 9.11.2022 for
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the Defendants to provide and render a true and complete
account of all monies remitted to the 3 rd Defendant and or his
solicitors from the 1 st Plaintiff and or his nominees for the
purpose of aforesaid investments in EDSB, GISB, GPSB and
GSSB, requiring the production of supporting documents
evidencing the flow of the monies including but not limited to
relevant bank statements, payments vouchers where relevant or
applicable by affirming an affidavit to be filed by Friday
11.11.2022, the Defendants have failed to do so.
[4] Instead, at the Trial, the Defendants had sought to rely on the
searches from the Suruhanjaya Syarikat Malaysia (“ SSM”) and
the entries made in the general ledgers of EDSB, GISB, GPSB
and GSSB to support their position that the Plaintiffs’
remittances had been properly utilized and accounted for in
accordance with the agreements executed by the parties.
[5] The questions for determination are whether there is a

relationship of trust between the parties and if so, whether the
Defendants have accounted to the Plaintiffs on the utilization of
the remittances made to the 3 rd Defendant and or his solicitors in
accordance with the agreed purposes stated in their agreements.
Further, given that the Defendants have not provided and or are
incapable of providing a full and complete account of the
utilization of the monies remitted, whether all the shares of
EDSB, GISB, GPSB and GSSB held by the Defendants ought to
be held in trust for the Plaintiffs and the properties purchased be
treated as beneficially owned by the Plaintiffs.
Background facts
[6] Around 2002, the 1 st Plaintiff was introduced to the 3 rd

Defendant by Dato’ Tan Tiong Hong (“Dato’ Tan”). At the time
of introduction, the 3 rd Defendant requested assistance from
Dato’ Tan because the company owned by him, Orrington
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Enterprise Sdn Bhd ("OESB") was experiencing financial
difficulties. Since Dato’ Tan was a friend of the 1 st Plaintiff,
Dato Tan requested the 1 st Plaintiff to assist the 3 rd Defendant in
any way possible.
[7] After meeting and discussing with the 3 rd Defendant, the 1 st

Plaintiff advised him that the financial problems faced by OESB
was not insurmountable. The 1 st Plaintiff helped the 3 rd
Defendant by investing RM1,499,980.00 into OESB and the said
sum saved OESB's financial predicament. In return, the 1 st
Plaintiff was given a 7.5% equity stake in OESB.
[8] The result of this introduction yielded a business relationship

between the 1 st Plaintiff and the 3 rd Defendant wherein the 3 rd
Defendant shared with the 1 st Plaintiff his proposal to develop
several lands in Malaysia, especially in the state of Perak.
Owing to the fact that the 1 st Plaintiff would not be in Malaysia
most of the time, the 3 rd Defendant recommended that a number
of companies be formed as special purpose vehicles which
would be used to acquire the lands for development purposes in
Perak.
[9] Pursuant to the aforesaid, a number of special purpose vehicle

companies for the purpose of acquiring lands were identified by
the 3 rd Defendant, namely EDSB, GISB, GPSB and GSSB
(collectively referred as “the SPVs”).
[10] The main role of the SPVs were to acquire lands with potential
for development and these lands would be held by the SPVs
until the 3 rd Defendant obtained the requisite approvals under
the law for the purposes of the development on the lands
acquired. In the meantime, the 3 rd Defendant had taken the
responsibility of identifying lands that could be acquired and
had potentials for development.
[11] Although the lands proposed by the 3 rd Defendant would be

acquired by the SPVs, in reality, the arrangement was for it to
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be funded by the 1 st Plaintiff and the 3 rd Defendant through their
respective nominees. The SPVs were established only to act as
instruments to hold these lands in proportion to the funds
contributed by 1 st Plaintiff and the 3 rd Defendant respectively.
[12] The understanding between the 1 st Plaintiff and the 3 rd

Defendant was that the beneficial ownership of the lands
acquired would be determined based on the proportion of
contribution of both of them personally or through their
nominees. Based on these intentions, it was agreed that both 1 st
Plaintiff and the 3 rd Defendant, either personally or through
their nominees would fund the entire investment in the SPVs to
acquire lands and further develop the lands acquired.
[13] The 1 st Plaintiff’s beneficial interest in the properties acquired

by the SPVs would be secured through the 1 st Plaintiff’s
nominees, namely, the 2 nd , 3 rd , 4 th and 5 th Plaintiffs subscribing
for the shares in the SPVs.
[14] The 3 rd Defendant also was to procure his family members,

namely, the 1 st Defendant, the 2 nd Defendant and the 7 th
Defendant who are the 3 rd Defendants’ two sons and wife
respectively together with his other nominees, the 4 th , 5 th and 6 th
Defendants to subscribe for the shares in the SPVs.
[15] Although initially it was agreed that both the 3 rd Defendant and
the 1 st Plaintiff would invest their respective sums into the
SPVs, the 3 rd Defendant had sought the 1 st Plaintiff’s help to
assist him and his nominees to invest in the SPVs. In short, the
source of funds for the investment by the Defendants in the
SPVs, would also be from the 1 st Plaintiff. This is a significant
fact that will be alluded to below.
[16] The Plaintiffs contended that the understanding that existed was
that the 3 rd Defendant would hold the monies remitted by the 1 st
Plaintiff to him personally in trust for the 1 st Plaintiff to be
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utilized for the investments in the SPVs. It was also represented
to 1 st Plaintiff at all material times that all monies that were
remitted to the 3 rd Defendant would be administered based on
terms that were agreed upon by the both of them.
[17] Based on the aforesaid understanding, EDSB, GISB, GPSB,

GSSB and Northern Star Hill (M) Sdn Bhd (Company No.
725906-M) (“NSSB”) (now known as the Sanctuary Cove Villas
Sdn Bhd) were incorporated and established.
[18] Several agreements were entered between the 1 st Plaintiff’s

nominated companies and the Defendants to evidence their
arrangement aforesaid. These are as follows:
EDSB
a) Shareholders’ Agreement dated 16.11.2006 between the 1 st

Plaintiff’s companies the 2 nd Plaintiff (“JCL”) and the 5 th
Plaintiff (“RBICL”) and the Defendants namely the 2 nd
Defendant (“PC”), the 1 st Defendant (“JC”), the 4 th
Defendant (“YMF”), the 6 th Defendant (“CYY”), the 7 th
Defendant (“LPY”) and Lim Lai Soon. (“EDSB-SA1”);
b) Friendly Loan Agreement dated 16.11.2006 between JCL,

the 3 rd Defendant and JC. (“FLA-1”).
c) Supplemental Agreement dated 11.08.2007 between JCL,

RBICL, PC, JC, YMF, CYY, LPY and Lim Lai Soon
(“Supplemental Agreement”);
d) Shareholders’ Agreement dated 11.08.2007 between JCL,

RBICL, PC, JC, YMF, CYY, LPY and Lim Lai Soon.
(“EDSB-SA2”);
e) Friendly Loan Agreement dated 17.08.2007 between JCL,

the 3 rd Defendant, JC and PC (“FLA-4”).
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GISB

Plaintiff’s companies namely JCL, the 3 rd Plaintiff
(“JGL”) and the Defendants namely PC, JC and the 3 rd
Defendant (“GISB-SA”);

the 3 rd Defendant, JC and PC (“FLA-4”) (the same as
referred under EDSB);
c) Friendly Loan Agreement dated 23.11.2007 between JCL,

the 3 rd Defendant, JC and PC. (“FLA-5”);
d) Agreement dated 3.06.2008 between JCL, JGL, PC, JC and

the 3 rd Defendant. (“GISB Agreement”)
GPSB
a) Shareholders’ Agreement dated 16.11.2006 between JCL,

JGL, PC, JC and the 3 rd Defendant (“GPSB-SA”);

the 3 rd Defendant and JC (“FLA-2”);

the 3 rd Defendant and PC. (“FLA-3”);
d) Friendly Loan Agreement dated 23.11.2007 between JCL,

the 3 rd Defendant, JC and PC. (“FLA-5”) (the same as
referred under GISB).
GSSB

Plaintiff’s companies namely JCL, the 4 th Plaintiff
(“JGS”) and the 3 rd Defendant, PC and JC (“GSSB-SA”);
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the 3 rd Defendant and JC (“FLA-2”) (the same as referred
under GPSB);

the 3rd Defendant and PC. (“FLA-3”) (the same as
referred under GPSB).
[19] The Shareholders Agreements (“SAs”) comprised of two (2)

matters, that is, the subscription of shares between the parties
and Interest Free Special Loan (“IFSL”) by the shareholders to
the SPVs proportionate to the percentage of their equity stake.
On the other hand, the Friendly Loan Agreements (“ FLAs”)
provide for the monies remitted by the 1 st Plaintiff to the 3 rd
Defendant and or his nominees to fulfill their respective
obligations and responsibilities pursuant to the SAs. It can be
observed from the terms of the FLAs that the monies entrusted
by the 1 st Plaintiff to the 3 rd Defendant were to be utilized for
specific purposes only.
[20] At all material times, the 3 rd Defendant had represented to the 1 st

Plaintiff that the funds from the 1 st Plaintiff would be used for
the stated purposes only. Upon such representation, the 1 st
Plaintiff entrusted his monies with the 3 rd Defendant to do
according to the terms of agreements.
[21] However, the 1 st Plaintiff then found out that the said funds
were not transferred to the SPVs as represented in the SAs and
FLAs. To make things worse, the lands that were purchased on
behalf of the SPVs using the 1 st Plaintiff’s monies were
recognized in the general ledgers of the companies as payments
made by the Defendants.
[22] As a result, several legal actions were initiated in the Ipoh High
Court by the Plaintiffs as investors who invested more than
RM30 million based on representations made by the Defendants
8
especially the 3 rd Defendant (and subsequently the 1 st
Defendant), to seek redress from the Court for the wrongdoings
that were committed by the Defendants.
[23] The Ipoh High Court actions comprising of 3 suits (Suit

22NCVC-102,104 and 109-06/2013) were consolidated and the
parties entered into a Consent Judgment on 24.6.2014. As the
central issue in that consolidated suits were the actual amount of
cash contributed by each party to the SPVs, an accounting firm,
Messrs KPMG was appointed to ascertain that issue. Messrs
KPMG had on 15.2.2019 and 24.4.2019, produced the
Independent Forensic Report (“First Report”) and the
Supplementary Report to the Independent Forensic Report (“ the
Supplementary Report”) (collectively referred to as “KPMG
Report”).
[24] Unfortunately, notwithstanding the KPMG Report, there

continued to arise issues between the parties which could not be
resolved. Consequently, the Consent Judgment dated 24.6.2014
was set aside for parties to commence a fresh suit.
[25] In the meantime, Plaintiffs engaged one Messrs PKF Covenant

(“PFK”), as an expert accountant to review KPMG Report and
also conduct an independent forensic review of the KPMG
Report.
[26] The 3 rd Defendant together with another accountant namely, Mr

Vincent Chew Chong Eu from PKF, have both prepared and
produced two (2) reports pertaining to the KPMG Report:
a) the Report on Findings dated 19.4.2019 (“First Report on

Findings”) containing analysis and findings of the KPMG
2014 Report; and
b) the Report on Findings dated 21.6.2019 (“Second Report

on Findings”) containing analysis and findings of the
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KPMG Report.
[27] The PKF reports which reviewed findings of the KPMG Report
show that the various land purchases that were made by the
Defendant companies have dubious entries in the general ledgers
and the Defendants were not able to justify their contributions
towards the land purchases. Additionally, to compound the
problem, the 3 rd Defendant has not fully disclosed documentary
evidence on his financial transactions with the SPVs
[28] Apart from that, PKF also found that Messrs KPMG had
difficulty in establishing the Defendants’ contributions to the
SPVs, if any, as the funds from the 1 st Plaintiff were co-mingled
with the 3 rd Defendant’s personal funds in the 3 rd Defendant’s
accounts.
The Plaintiffs’ case
[29] The Plaintiffs, on the strength of the KPMG Report and PKF
reports, now claim that the land purchases that was made by the
SPVs were in fact bought using the 1 st Plaintiff’s remittances
which was in excess of RM30 million, an amount that is well
above the purchase prices of all the lands acquired which
amounted to only approximately RM14,491,139.10.
[30] Furthermore, based on the KPMG Report, there is an excess sum

of RM9,958,670.00 remitted by the 1 st Plaintiff which was not
transferred to the SPVs from the 3 rd Defendant’s personal
accounts.
[31] PKF also found that an amount of RM9,278, 336.42 was paid by
the EBSD, GISB and GSSB to the 3 rd Defendant and the 1 st
Defendant without any supporting documents or company
resolutions.
[32] Therefore, in the present suit, the Plaintiffs are claiming that
10
they are the ultimate beneficiaries for all the shares and lands
purchased by the SPVs and that the Defendants are holding the
shares and lands as constructive trustees for the Plaintiffs.
[33] It is the Plaintiffs’ case that in essence, during and prior to the
signing of the said SAs and FLAs, the relationship between the
3 rd Defendant and the 1 st Plaintiff was that of business partners.
The said relationship was forged by mutual trust and friendship
when the 1 st Plaintiff promised to help the 3 rd Defendant by
investing RM1,499,980.00 in OESB wherein the said money had
nursed OESB's back into a stable financial state.
[34] Thereafter, according to the Plaintiffs, with this new -found

relationship, parties began their property development business
venture where the 1 st Plaintiff played the role of an investor and
the 3 rd Defendant was the local man with more experienced of
the local conditions and legal requirements. The 1 st Plaintiff
then began remitting monies to the 3 rd Defendant’s account with
the view that the said monies would be utilized for specific
purposes such as purchasing lands and subscribing of shares in
the SPVs. Due to the nature of the relationship being one of
mutual trust, parties only entered into the FLAs and SAs
approximately 4 years after the first remittance was made.
[35] The Plaintiffs contended that the understanding between parties

was that 1 st Plaintiff would remit the monies to the 3 rd
Defendant’s accounts where the 3 rd Defendant would hold the
monies in trust before remitting it to the respective companies as
share subscriptions and IFSLs which would in turn be used for
the acquisition of lands by the SPVs. It is contended that the
level of trust can be seen from the fact that the remittances were
made by the Plaintiffs even before the respective SAs and FLAs
were signed.
The Defendants’ case
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[36] It is the Defendants’ case that the monies were remitted to the
3 rd Defendant without any specific instructions (written or
otherwise) until the first set of agreements were executed on
6.11.2006.
[37] In their Defence to the Plaintiffs’ claims, the Defendants

anchored their case on the contention that they had properly
utilized and accounted for all the remittances that were received
from the 1 st Plaintiff based on the terms set out in the written
agreements executed. The Plaintiffs’ remittances to the 3 rd
Defendant are reflected and captured in the SAs and the
Defendants placed heavy reliance on the clauses therein to
establish that the Plaintiffs’ remittances have been utilized
properly.
[38] In regards to the FLAs, the Defendants contended that the FLAs
were merely loans given by the Plaintiffs to the Defendants and
were not investments by the Plaintiffs. In fact, the Plaintiffs had
sued and obtained a judgment in respect of FLA -1, FLA-2, FLA-
3, FLA-4 and FLA-6. The Plaintiffs, having sued for the
recovery of the loans under these FLAs, cannot now assert that
they were trust monies.
[39] Where the Defendants are unable to show that the funds were
not utilized in accordance with the written agreements, the
Defendants are prepared to concede that they are obliged to pay
the Plaintiffs. More specifically:
(a) RM 700,000.00 remains a loan owed by the 1 st , 2 nd and or

3 rd Defendants pursuant to FLA-2 and FLA-3;
(b) RM 150,000.00 remains a loan owed by the 3 rd Defendant

to the 1 st Plaintiff;
(c) RM 1,318,320.00 remains a loan owed by the 1 st , 2 nd and

3 rd Defendants to the 2 nd Plaintiff;
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(d) RM 2,853,280.00 remains either a loan to the 1 st , 2 nd and
3 rd Defendants or as the 3 rd Plaintiff’s and 2 nd Plaintiff’s
respective IFSL to the 9 th Defendant of RM1,426,640.00
each and be entered into the 9 th Defendant’s ledger; and
(e) RM 680,990.00 remains either as an advance by the 2 nd

Plaintiff and the 5 th Plaintiff to the 8 th Defendant or be
treated as a loan by the 1 st Plaintiff to the 3 rd Defendant.
[40] Significantly, throughout the trial, the Defendants made no

attempts at all to adduce any evidence in respect of their own
respective contributions to the SPVs and or the sources of those
contributions, if any. The Defendants also did not adduce any
evidence on the sources of funds for the purchases of the lands
by the SPVs, relying only on the general ledgers of the
companies.
Court’s Considerations
[41] At the outset, it is to be noted that both parties agreed that the
1 st Plaintiff had altogether remitted to the 3 rd Defendant’s
personal accounts and or to his solicitors’ account, a cumulative
sum of RM 30,565,555.20. The details of the 1 st Plaintiff’s
remittances are summarized in a table at pages 7 and 8 of
Bundle D3 (“the Plaintiffs’ Remittances”), which are not
disputed. The core issue before this Court is whether the
Defendants, in particular, the 3 rd Defendant, has satisfactorily
accounted to this Court the utilization of the Plaintiffs’
Remittances.
[42] Throughout the Trial and in the Defendants’ submission before

this Court, the Defendants sought to answer the Plaintiffs’
claims by matching the Plaintiffs’ Remittances with the terms of
the SAs and FLAs.
[43] However, in doing so, the Defendants merely relied on the
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searches made from the SSM’s records of the SPVs to show the
shareholdings of the companies and the entries made in the
general ledgers of the SPVs as evidence that the Plaintiffs’
Remittances had been properly utilized in accordance with the
SAs and the FLAs.
[44] More specifically, for each of the SPVs, the Defendants’

contentions can be summarized as follows:
EDSB:
(a) pursuant to EDSB-SA, the 2 nd and 5 th Plaintiffs had

remitted a sum of RM1,120,000.00 and the sum was
utilized in the following manner:
(i) RM140,000.00 for 2 nd Plaintiff’s share subscription.
(ii) RM140,000.00 for 3 rd Plaintiff’s share subscription.
(b) further, based on EDSB’s general ledgers, a sum of RM

420,000.00 has been classified as a debt due from EDSB to
the 2 nd and 5 th Plaintiffs each, totaling RM 840,000.00.
(c) the aforesaid shows that the RM1,120,000.00 remitted by

the Plaintiffs to the 3 rd Defendant’s personal account had
been properly accounted for.
GISB-SA
a) pursuant to GISB-SA, the 2 nd and 3 rd Plaintiffs had

remitted the sums of RM 2,344,995.00 and RM
2,415,990.00 (totaling RM 4,760,985.00). The sum was
utilized in the following manner:
(i) RM 35,000 for the 3 rd Plaintiff’s share subscription;
(ii) RM 35,000 for 2 nd Plaintiff’s share subscription;
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(iii) RM 2,309,995.00 as the 3 rd Plaintiff’s part payment
for the IFSL to GISB (leaving behind RM455,005.00
as the 3 rd Plaintiff’s owing to GISB for its remainder
of the IFSL payment since the agreed IFSL was RM
2,765,000.00);
(iv) RM 2,380,990.00 as the 2 nd Plaintiff’s part payment

for the IFSL to GISB (leaving behind RM384,000.00
as the 2 nd Plaintiff’s owing to GISB for its remainder
of the IFSL payment since the agreed IFSL was RM
2,765,000.00).
b) based on GISB’s general ledger, a sum of RM2,765,000.00

has been classified as a debt due from GISB to the 2 nd and
3 rd Plaintiffs each.
c) the aforesaid shows that the portion of the Plaintiffs’

Remittances to GISB have been accounted for.
GPSB-SA
a) pursuant to GPSB-SA, the 2 nd and 3 rd Plaintiffs had

remitted the sums of RM469,995.00 and RM500,000.00
(totaling RM 969,995.00). The sum was utilized in the
following manner: -
(i) RM35,000.00 for the 3 rd Plaintiff’s share

subscription;
(ii) RM35,000.00 for the 2nd Plaintiff’s share

subscription;
(iii) RM434,995.00 as the 3 rd Plaintiff’s part payment for

the IFSL to GPSB (leaving behind RM230,005.00 for
its remainder of the IFSL payment since the agreed
IFSL was RM 665,000.00);
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(iv) RM465,000.00 for the 2 nd Plaintiff’s part payment for
the IFSL to GPSB (leaving behind RM200,000.00 as
its remainder of the IFSL payment since the agreed
IFSL was RM665,000.00)
b) based on GPSB’s ledger, a sum of RM665,000.00. has

been classified as a debt due from GPSB to the 2 nd and 3 rd
Plaintiffs each.

GSSB-SA
a) pursuant to GSSB-SA, the 2 nd and 4 th Plaintiffs had

remitted the sums of RM1,837,990.00 and RM1,861,990.00
(totaling RM 3,699,980.00). The sum was utilized in the
following manner:
(i) RM35,000.00 for the 4 th Plaintiff’s share

subscription;
(ii) RM35,000.00 for the 2 nd Plaintiff’s share

subscription;
(iii) RM385,000.00 each for the 2 nd and 4 th Plaintiffs’ as

the IFSL payment to GPSB;
(iv) RM1,418,000.00 (including RM10 received as cash

from the 4 th Plaintiff) as interest free friendly loan to
the 3 rd Defendant;
(v) RM1,442,000.00 (including RM10 received as cash

from the 2 nd Plaintiff) as interest free friendly loan to
the 3 rd Defendant.
b) based on GSSB’s general ledger, a sum of RM385,000.00.

has been classified as a debt due from GPSB to the 2 nd and
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3 rd Plaintiffs each.

[45] With respect, to my mind, the Defendants’ aforesaid account of

the Plaintiffs’ Remittances is wholly insufficient for the
following reasons:
(a) In each of the SAs, it is clearly spelt out that the increase
in the share subscriptions and the purpose for the IFSLs
was to raise the capital of the companies to purchase
specific lands with the view to developing the same;
(b) by merely referring to the SSM searches on the parties’

respective shareholdings in the SPVs and the respective
SPVs’ general ledgers without producing the relevant bank
statements of the 3 rd Defendant’s accounts (where the
Plaintiffs’ Remittances were received) and the
corresponding bank statements of the respective SPVs,
there is no evidence before this Court that the Defendants
had in fact transferred the Plaintiffs’ Remittances into the
SPVs at all;
(c) the general ledgers of the SPVs relied upon by the

Defendants are mere self-serving documents and to this
end, it is not without any significant that the Defendants
did not even procure the attendance of the accounts clerk
who had recorded the entries to testify on these entries.
The fact that the general ledgers are placed in Part B of the
Bundle of Documents does not mean that the contents are
admitted;
(d) the Defendants’ position becomes even more untenable

when this Court takes into account the undisputed fact that
the land purchases that are referred to in the SAs which
17
were supposed to be made by the respective SPVs, were
purchased in the name of the Defendants and treated in the
books of the SPVs as beneficially belonging to the
Defendants. To this end, the Defendants have not adduced
any evidence as to the source of their funds for the
acquisition of these lands. Bearing in mind that the
Defendants had depended on the Plaintiffs to provide the
funds even for the Defendants’ proportionate contributions
to the SPVs, the failure to clarify how the Defendants
could purchase the lands cries out for an explanation;
(e) further, there is no evidence before this Court that the

Defendants had even paid their proportionate contributions
to the respective SPVs in accordance with the terms of the
SAs, both in terms of their share subscriptions and the
IFSLs.
[46] As regards the Plaintiffs’ Remittance towards the IFSLs (“IFSL

Remittance”) to the SPVs, the fact that the general ledgers of
the respective SPVs had reflected the stated sums as debts due
from the companies to the Plaintiffs carries no weight without
any supporting documents evidencing actual payments made into
the respective SPVs in respect of the IFSL Remittances.
[47] The entries in the aforesaid general ledgers in fact raise more
questions than answers given that:
(a) the main purpose of the introduction of IFSLs by parties

was for the SPVs to increase their capital in order to
purchase lands for development;
(b) instead, IFSL Remittances are now recorded as debts due

to the Plaintiffs without the same being utilized by the
SPVs towards any of the land purchases, begging the
question as to what had happened to the remittances.
Instead, the land purchased were stated as beneficially
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belonging to the Defendants;
(c) the debts recorded are based on the sums agreed in the SAs
as the Plaintiffs’ IFSLs even though the Plaintiffs had, in
some cases, not remitted the entire amounts agreed eg, in
GISB, the debt recorded was RM 2,765,000.00 when the
sum advanced was less;
(d) it is also odd that the IFSL Remittances were reflected as

debts due to the Plaintiffs for 17 years without any steps
taken to pay the same.
The FLAs
[48] As far as the FLAs are concerned, there is no dispute that the
Plaintiffs had remitted a total of RM11,138,320.00 to the 3 rd
Defendant’s personal account and or the Defendants’ solicitors’
bank account.
[49] The purpose of the FLAs as stated therein was to enable the
Defendants to fulfil their respective obligations and
responsibilities pursuant to the SAs. As an example, in FLA -2, a
sum of RM1,418,00.00 was advanced to the 1 st and 3 rd
Defendants towards payment of their subscription of the shares
and IFSL to GSSB and to enable the 3 rd Defendant to invest in
GPSB. The repayments of the advance were to be made from
dividends to be declared by these companies and from the
repayment of their respective IFSLs from the companies. Similar
terms applied for FLA-3, FLA-4 and FLA-5.
[50] No evidence has been tendered to this Court by the Defendants

that they had in fact applied the sums advanced in accordance
with the stated purposes in these FLAs at all.
[51] Instead, the Defendants merely referred to the fact that the
Plaintiffs had sued and recovered the following sums from these
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FLAs:
(a) FLA-1 : RM3.1 million;
(b) FLA-2: RM1.08 million;
(c) FLA-3: RM1.08 million;
(d) FLA-6: RM1.22 million.
[52] Without showing that the sums advanced were utilized as agreed
and relying merely on the repayment of these loan sums without
interest after more than 6 years and only after the Plaintiffs had
to commence legal actions for the same, what the Defendants
had in fact gotten is to secure for themselves interest free loans
to invest in properties on their own account instead of
channeling the same into the SPVs as agreed towards the joint
venture with the Plaintiffs.
[53] In any case, it is not disputed that there is still remaining a total
sum of RM4,658,320.00 that is still owing to the Plaintiffs under
the following FLAs that have yet to be repaid:
a) FLA-2 or “GPSB/GSSB-FLA1”: the balance sum of

RM338,000.00 which was the subject matter of Suit 776
where the repayment was supposed to be made after the
auction of the lands sold pursuant to Consent Judgement in
Suit 102;
b) FLA-3 or “GPSB/GSSB-FLA2”: the balance sum of

RM362,000.00 which was a subject matter of Suit 774
where the repayment was supposed to be made after the
auction of the lands sold pursuant to Consent Judgement in
Suit 102;
c) FLA-4 or “EDSB/GISB-FLA”: the sum of RM2,640,000.00

which was a subject matter of Suit 777 where the
20
repayment was supposed to be made after the auction of
the lands sold pursuant to Consent Judgement in Suit 102;
d) FLA-5 or “GISB/GPSB-FLA”: the sum of RM1,318,320.00

which is not a subject matter in any civil suit and
therefore, remains outstanding.
The lands purchased by the Defendants
[54] The Plaintiffs’ Remittances of RM30,565,555.20 were made to

the 3 rd Defendant with specific instructions to be used as capital
for the SPVs to purchase lands with the intention of developing
the same. These instructions were spelt out clearly in the SAs
and or the FLAs.
[55] However, at the Trial, neither the 1 st nor the 3 rd Defendants who
testified could satisfactorily explain and provide documentary
evidence as to how the Plaintiffs’ Remittances received were
utilized to purchase the lands. The remittances were
intermingled with the 3 rd Defendant’s own funds but no bank
statements of the 3 rd Defendant’s personal accounts were
produced.
[56] From the evidence before this Court, the total purchase prices
for the lands purchased by the SPVs was only RM14,491,139.10.
The details of these purchases shall now be considered.
EDSB
[57] From 1997 to 2011, EDSB had purchased a total of nine (9) lots
of land, which are Lot 20760, Lot 35786, Lot 35787, Lot 35788,
Lot 35789, Lot 35792, Lot 35793, Lot 35794 and Lot 35795.
However, it must be noted that Lot 20760 was purchased prior to
the Plaintiffs’ Remittances.
[58] As regards the lands that were purchased by EDSB, each of

these shall now be considered.
21
Lot 20760
[59] EDSB had entered in a Sale and Purchase Agreement dated

25.4.1997 with the Titular Roman Catholic Bishop of Penang for
the purchase of Lot 20760 at a purchase price of
RM1,137,351.60.
[60] Although this land was purchased prior to the execution of

EDSB-SA1, it can be observed that EDSB-SA1 stated that the
share capital and IFSL would be utilized towards the acquisition
of Lot 20760:
“(B) The shareholders have advanced interest -free special

loan to the Company at the rate of RM 5 -00 for each ordinary
share held by them, totaling RM5,000,000.00. The total
investment from the shareholders us RM6,000,000.00
represented by 4 lots of vacant land held under PN 152586,
Lot 35786, PN 152587, Lot 35787, PN15288, Lot 35788 and
PN 152589, Lot 35789 all in Bandar Ipoh (S), Tempat Ipoh,
Daerah Kinta, Negeri Perak and 1 lot of vacant land known
as Lot 20670 situated at Ipoh, Perak (“the said
Properties”)”
[emphasis added]
[61] The aforesaid was notwithstanding that in truth Lot 20760 had
already been purchased prior to the execution of EDSB -SA1. It
is not clear whose money was used to purchase this Lot 20760
bearing in mind that the Plaintiffs’ Remittances were received
prior to the EDSB-SA1. What is clear is that the Defendants
gave no account as to the source of funds used to purchase the
Lot 20760.
Lot 35786, Lot 35787, Lot 35788 and Lot 35789 (“First Four EDSB
Lands”)
22
[62] For the purchase of the First Four EDSB Lands, under the EDSB
SA-1, the Defendants were required to advance IFSL of
RM5,000,000.00 and subscribe shares for the sum of
RM1,000,000.00. There is, however, no evidence adduced before
this Court at the Trial that the Defendants had advanced the
IFSL and or had paid to EDSB for their share subscriptions at all
(save that the shares were registered to their names).
[63] EDSB had entered into 4 Sale and Purchase Agreements all
dated 31.12.2003 with Lion Ipoh Parade Sdn Bhd where the
purchase prices were stated as follows:
Land Purchase Price (RM)
Lot 35786 1,139,600.00
Lot 35787 973,560.00
Lot 35788 883,575.00
Lot 35789 803,265.00
Total 3,800,000.00
[64] According to Table 45 of KPMG’s Report, the total purchase

price for the First Four EDSB Lands were paid by various
parties in the following ratios:
23
[65] Based on Table 45 above, it can be observed that the source of

monies to purchase the First Four EDSB Lands were derived
from:
a) EDSB;
b) OCBC Term Loan 1;
c) 3 rd Defendant; and
d) 2 nd and 5 th Plaintiffs.
[66] Curiously, the OCBC Term Loan 1 was treated as a shareholder

loan by EDSB to the 2 nd Plaintiff, 5 th Plaintiffs, 1 st Defendant
and the 2 nd Defendant, although the loan was taken by the
company. These shareholders were required to pay the interest
and the principal loan in accordance with an agreed ratio stated
in the EDSB-SA-1:
24
EDSB SA-1
(F) Pursuant to a shareholder circular resolution

dated 16.11.2006, the Shareholders agreed that the
Company do lend a sum of RM1,800,000.00 to the
1 st ,2 n d ,3 rd and the 4 th party.
[67] Based on the 1 st Defendant’s own evidence and OCBC Bank’s

letter dated 1.10.2013, the OCBC Term Loan 1 was fully settled
on 29.12.2012. The 1 st Defendant testified that the said loan was
substantially settled by the Defendants. However, no
documentary evidence was adduced in support of the same.
More pertinently, even if this Court were to accept the 1 st
Defendant’s testimony that the OCBC Term Loan 1 was ‘ mostly
settled by the Defendants’, the Defendants have not
demonstrated the source of their monies used to settle the same.
[68] The aforesaid is pertinent only because the Defendants have not
been able to account for a substantial sum of the Plaintiffs’
Remittances. Furthermore, based on the KPMG Report, an
excess of RM9,958,670.00 which was remitted by the Plaintiffs
was not transferred to the SPVs from the 3 rd Defendant’s
personal accounts. In fact, as stated, PKF also found that an
amount of RM9,278,336.42 was paid by the EBSD, GISB and
GSSB to the 1 st and 3 rd Defendants without any supporting
documents or company resolutions.
[69] The aforesaid also holds true for the payment of RM500,000.00
purportedly made by the 3 rd Defendant as recorded in EDSB’s
general ledger. No supporting document was produced and the
3 rd Defendant had not shown the source for his funds. This Court
cannot ignore the fact that the Defendants had depended almost
entirely on the Plaintiffs financing their proportionate
contributions to the investments in the SPVs.
[70] In fact, based on the list of the Plaintiffs’ Remittances at pages
25
7 – 8 of Bundle D3, the Plaintiffs had remitted almost
RM2,999,980.00 to the 3 rd Defendant’s bank account by
8.3.2004 and specifically on 12.2.2004, a sum of RM500,000.00
was transferred by the 1 st Plaintiff to the 3 rd Defendant. This
raises the question whether the said RM 500,000.00 was in fact
paid by the 3 rd Defendant from the sum received from the
Plaintiffs. This is quite apart from the fact that the 3 rd Defendant
was not obliged to pay for the OCBC Term Loan 1 as the
obligations for the same rested on the 1 st and 2 nd Defendants.
Lot 35792
[71] EDSB had entered a Sale and Purchase Agreement dated

7.10.2011 with Kwong Hup Cheong (Kampar) Foundry Sdn Bhd
for the Lot 35792 at a purchase price of RM3,911,139.10. The
purchase of this land is not mentioned in any of the SA’s or
FLAs.
[72] Based on KPMG Report, the sources of the funds for the
purchase of the land are as follows:
[73] Thus, according to EDSB’s general ledger, on 6.10.2011, EDSB

had paid for 10% of the purchase price which was
RM391,113.91 via a cheque and the balance 90% of the
purchase price was financed by the 6 th Defendant amounting to
26
RM3,520,025.19 from monies that the 3 rd Defendant had
remitted to her.
[74] It seems that subsequently, EDSB took out a loan from OCBC
Bank Bhd and paid the 6 th Defendant RM1,600,000.00 and the
balance RM 2.1 odd million was assigned as a debt due from
EDSB to the 3 rd Defendant.
[75] Quite apart from the fact that no explanation was proffered for
the rather convoluted manner in which the monies were
channeled to purchase the lot 35792, the 3 rd Defendant also did
not tender any evidence on the source of his funds.
Lot 35793
[76] EDSB had entered into a Sale and Purchase Agreement dated
15.2.2007 with one Chin Kuen Sin for the lot 35793 at the
purchase price of RM1,252,090.00.
[77] In EDSB’s general ledger, the source of the payment for the
purchase of Lot 35793 was recorded as from the 3 rd Defendant
who purportedly made payments on 6.2.2007 and 17.5.2007
amounting RM1,252,090.00. KPMG Report regarding the source
of funds for the acquisition of Lot 35793 is reproduced herein:
[78] Significantly, during the 1 st Defendant’s cross examination, he

admitted that the source of the 3 rd Defendant’s funds for the
27
purchase of lot 35793 in fact came from the monies remitted by
the 2 nd Plaintiff under the FLA-4.
[79] The aforesaid is a clear example where the entry in the general
ledger cannot be relied upon as reflecting the actual state of
affairs as regards the source of funds for the payments in the
company’s purchase of lands.
Lot 35794
20.6.2007 with one Foong Hon Cheong for lot 35794 at the
[81] In EDSB’s general ledger, it is recorded that the 3 rd Defendant

made the 10% payment of the purchase price, which amount
remains as owing to the 3 rd Defendant which can be observed
from the Table below from KPMG Report. The balance 90% for
RM1,253,299.85 was stated to be paid by EDSB.
[82] There is no account as to the source of funds drawn by EDSB

towards the payment of RM1,263,299.85. However, based on
KPMG Report, prior to the payment of RM1,263,299.85 made by
EDSB, there were three (3) deposits made into EDSB’s bank
account being RM300,000.00, RM500,000.00 and
RM379,990.00. Based on the report, the 3 rd Defendant had
remitted RM300,000.00 and 1 st Defendant had remitted
28
RM379,990.00. As regards the sum of RM380,000.00, it was
recorded in EDSB’s books as amount owing to the 1 st Defendant.
[83] However, KPMG Report was unable to ascertain if the sums

remitted by the 1 st and 3 rd Defendants were part of the RM3.1
million remitted by the Plaintiffs in accordance to FLA -1 and
RM 2.64million in accordance to FLA-4. Yet, the Defendants
have not adduced any evidence that the payments recorded as
paid by them were paid from their own funds.
Lot 35795
27.11.2006 with one D.I Motel Sdn Bhd for lot 35795 at the
[85] Based on the KPMG Report, in EDSB’s general ledger, it was

stated that 42.1% of the purchase price was from the 3 rd
Defendant and 57.9% of the funds came from the OCBC Team
Loan 2:
[86] In this case, the 3 rd Defendant had used the Plaintiffs’

Remittances to pay the sum of RM436,800.00. This was the
29
testimony from the 1 st Defendant during his cross examination.
This means that the entry in the general ledger that it was the 3 rd
Defendant that had paid the RM436,800.00 towards the
acquisition of Lot 35795 is wrong.
Lands Purchased in the names of the 1 st and 3 rd Defendants
[87] The Plaintiffs had remitted a total of RM3.1 million to the 3 rd

Defendant for the 1 st and 3 rd Defendants to purchase the
following lands on behalf of EDSB:
a) 120 lots of vacant land known as Lot 136408 until Lot

136527;
b) Lot 39023; and
c) Lot 9920.
[88] Pursuant to recital (H) of FLA-1, the intention of the remittance

was stated to purchase the vacant lands under lots 35790, 35796,
2900 and 2901:
“(H) The 1 st party, 2 nd party and 3 rd party intended to invest

RM4,500,000.00 in EMERALD DEALS SDN BHD (Co.No.
415399-T) …….. to purchase 4 lots of vacant land known as
Lots 35790,35796, 2900 and 2901 all in Bandar Ipoh (S),
Tempat Ipoh, Daerah Kinta, Negeri Perak”.
[89] However, these lands were purchased in the names of the 1 st and
3 rd Defendants instead. No satisfactory explanation has been
proffered.
Unaccounted remittance of RM680,000.00 on 30.04.2009
[90] Based on the list of the Plaintiffs’ Remittances, there was a

remittance made for EDSB on 30.04.2009 for RM680,990.00
with a description stating “Emerald Deals purchase 4 lots of
land beside Parson”.
30
[91] No account has been given by the Defendants on the fate of the
said sum. The lands intended for the purchase were never
purchased by EDSB.
GISB
[92] In total, GISB purchased 290 lots from Golden Dragon Garden
Sdn Bhd (“GDG”) via Sale and Purchase Agreement dated
5.7.2006 for a total purchase price of RM12,637,760.00 (upon
receiving a RM1,862,240 discount):
a) Lot 130535 to Lot 130674;
b) Lot 130704 to Lot 130714;
c) Lot 130755 to Lot 130792;
d) Lot 130819 to Lot 130836;
e) Lot 130881 to Lot 130887;
f) Lot 130457 to Lot 130492; and
g) Lot 130715 to Lot 130756.
[93] Based on the GISB-SA dated 16.11.2006, GISB had raised

additional capital and IFSL amounting to RM20,000,000.00 to
purchase the 290 lots. Recital (D) of GISB -SA is reproduced
herein:
“The purpose for the additional capital and interest free

special loan is for the Company to purchase 290 lots of
vacant land all situated at … with a view for development.
The total investment expected from the shareholders of the
company is RM20,000,000.00”.
[94] The 3 rd Plaintiff remitted RM2,344,995.00 on 10.4.2006 and the

2 nd Plaintiff remitted a total of RM2,415,990.00 on 1.12.2005
31
and 8.12.2005 to the 3 rd Defendant pursuant to the GISB-SA.
[95] However, in KPMG Report, the payment for the 290 lots were
stated to be derived from a loan from OESB in the form of 28
units of condominium valued at RM12,638,800.00. This debt
was subsequently assigned from OESB to the 3 rd Defendant. No
reason was given for the assignment nor is there any testimony
regarding the consideration given by the 3 rd Defendant for the
assignment of debt.
[96] Whatever it is, the remittances by the 3 rd and 2 nd Plaintiffs

aforesaid were not paid into GISB to purchase the 290 lots and
no account has been proffered as to the fate of the said
remittances. The accounts clerk who had prepared the entries in
GISB’s general ledger was not in Court to testify on the same.
Lot 129
[97] Based on KPMG Report, GISB’s general ledger shows that the
3 rd Defendant had made a payment of RM459,600.00 towards the
deposit for the purchase of Lot 129 from GDG:
[98] Further in KPMG Report, it is noted that pursuant to a

discussion on 24.10.2018, the 1 st Defendant had represented to
Messrs KPMG that said transaction in the ledger was in respect
of a deposit for Lot 129 and that this deposit was not a cash
deposit. Instead the 3 rd Defendant had used a unit of OESB’s
condominium as deposit. The 1 st Defendant also mentioned that
although the acquisition was unsuccessful, the condominium
used as a deposit was not returned.
[99] In this connection, pursuant to FLA-4, the 2 nd Plaintiff had

requested the 3 rd Defendant to utilize a sum of RM840,000.00
32
from the Plaintiffs’ Remittances made as the 2 nd and 3 rd
Plaintiffs’ investments of RM420,000.00 each in GISB for the
purpose of purchasing and later developing Lot 129.
[100] As is disclosed to this Court, the purchase of Lot 129 by GISB

did not materialize but the sum of RM 840,000.00 remitted for
the purpose has not been accounted for.
Lot 171A
[101] Again, based on KPMG Report, Messrs KPMG had a discussion

with the 1 st Defendant wherein he confirmed that the 3 rd
Defendant had made a cash deposit of RM400,000.00 for the
purchase of Lot 171A.
[102] In GISB’s general ledger, it was stated thus:
[103] Based also on KPMG Report, this RM400,000.00 transaction

was subsequently reversed during an audit adjustment for the
year ended 31.12.2009. During cross examination, the 1 st
Defendant took the stand that he was unaware of the reversal
that took place and said that the accounts clerk would be able to
answer. However, the account clerk did not testify.
[104] Significantly, the sum of RM1,246,490.00 that was remitted by

the Plaintiff for the purpose of the purchase of lot 171A was not
accounted for.
51 Lots of Land
[105] In GISB-SA, the 51 lots of land intended to be purchased from

GDG was mentioned. The 3 rd Plaintiff, 2 nd Plaintiff, 1 st , 2 nd and
33
3 rd Defendants were required to cumulatively contribute
RM6,000,000.00 for this purpose. In this regard, the 2 nd and 3 rd
Plaintiffs had remitted RM1,606,790.00 to the 3 rd Defendant’s
bank account.
[106] However, in KPMG Report, it is stated that Messrs KPMG was

informed by the Defendants that the purchase of the 51 lots of
land did not materialize. When the 1 st Defendant was cross
examined on this point, he stated that there was a sale and
purchase agreement entered into but failed to produce the same
and once again, the 1 st Defendant testified that his accounts
clerk would be the right person to explain.
[107] But the account clerk did not testify. Thus, no explanation was
proffered for GISB’s failure to purchase the 51 lots of land
despite receiving RM1,606,790.00 from the Plaintiffs, which
sum has remained unaccounted for.
Lot 1 & Lot 2 (Simpang Pulai Land)
[108] These lands were not part of any SAs or FLAs nor were there
mentioned in KPMG Report of the same. However, sale and
purchase agreements were entered between the following
parties:
a) Lot 1: Simpang Pulai Business Centre and GISB and Mass

Effort Investment Company Limited dated 20.4.2009 for
the purchase price of RM1,701,000.00; and
b) Lot 2: Simpang Pulai Business Centre and GISB and Kent

Plan Limited dated 20.4.2009 for the purchase price of
RM1,332,000.00.
[109] Significantly, from the list of the Plaintiffs’ Remittances, the

Plaintiffs had made the following remittances towards the
acquisition of Lot 1 and Lot 2:
34
a) RM762,290.00;
b) RM600,590.00;
c) RM610,865.00; and
d) RM473,540.00
[110] However, to date, despite making almost 80% of the payment

towards the purchase price, it is unclear what are the status of
the purchase for the Lot 1 and Lot 2.
GPSB
[111] GPSB had successfully purchased 3 plots of land from GDG,

namely, Lot 134, Lot 135 and Lot 136.
Lot 134 and Lot 135
[112] GPSB and GDG entered into a Sale and Purchase Agreement
dated 5.7.2006 for Lots 134 and 135 at the purchase price of
RM1.5 million.
[113] Under GPSB-SA dated 16.12.2006, the shareholders agreed to

subscribe for additional shares and to contribute via IFSL for the
purpose of financing the purchases. Pursuant thereto, the
Plaintiffs had made the remittances of RM469,995.00 and
RM500,000.00 to the 3 rd Defendant:
“1.3 The parties herein confirm prior to the execution of this

Agreement, the 1 st Investor has on the 31 st day of March
2006 through its agent JERARD NOTHERN STAR
HILL LTD (Company No. 995841) remitted a sum of
HKD1,000,000.00 then equivalent to RM469,995.00 to
the 5 th Investor’s bank account …
1.4 The parties herein confirm that prior to the execution of

this Agreement, the 2 nd Investor has on the 12 th day of
35
February 2004, through its agent CHAK WOON MAN
(HK ID No. E037205(A)) remitted a sum of
HKD1,050,000.00 when equivalent to RM500,000.00 to
Messrs Ferida, Hassan, Low & Ng’s clients account …”
[114] Based on KPMG Report, the source of funds for the purchase
price was from a loan obtained from OESB in the form of (4)
units of condominium valued at RM1,498,960.00. Thereafter as
provided in the “remarks” section, the 3 rd Defendant had repaid
the said amount on 18.2.2013 and in GPSB’s general ledger, the
said amount was recorded as due and owing to the 3 rd
Defendant:
[115] What remains a question is the source of funds used by the 3 rd

Defendant to pay the RM 1.5 million to OESB.
[116] When the 1 st Defendant was asked about the RM969,995.00

remitted by the Plaintiffs, he stated that the said sum is captured
as additional capital and interest free special loans. However,
not only are there no documents adduced in support of this, it is
also inconsistent with the entries in the general ledger and the
KPMG Report.
Lot 136
[117] GPSB and GDG had entered into a Sale and Purchase Agreement
dated 5.7.2006 for Lot 136 at a purchase price of RM1.95
million.
[118] The source of funding for the acquisition of Lot 136 was
36
mentioned in FLA-2, FLA-3 and FLA-5. In FLA-2:
“3 (ii) RM338,000.00 to Glamour Portfolio Sdn Bhd

…… towards part payment of the purchase of 1 lot of
vacant land known as Lot 136 situated at …”
[119] Pursuant to FLA-2, the Plaintiffs remitted RM1,837,990.00

wherein RM338,000.00 ought to have been used for the
aforesaid purpose.
[120] Thereafter, pursuant to FLA-3, the Plaintiffs remitted

RM1,861,990.00 with the intention that a sum amounting to
RM362,000.00 would be utilized for the purchase of Lot 136.
[121] And pursuant to FLA-5, the Plaintiffs remitted a sum of

RM1,318,320.00.00 wherein only RM208,800.00 was utilized
for GPSB as mentioned in KPMG Report.
[122] Despite receiving a total of RM908,000.00 from FLA -2, FLA-3

and FLA-5 to purchase Lot 136 from the Plaintiffs, inexplicably,
the 3 rd Defendant had issued his cheque for RM1,950,000.00 for
the purchase of Lot 136. Further, in GPSB’s general ledger, the
sums of RM810,000.00 and RM1,140,000.00 were stated as
owed by GPSB to the 1 st Defendant and the 2 nd Defendant
respectively.No evidence was tendered to show that the source
of fund for the RM1,950,000.00 was from the 1 st , 2 nd or the 3 rd
Defendants.
37
GSSB
The Menglembu Land
[123] On or about year 2006, the 1 st Plaintiff was shown a piece of

land located at Lot 69878, Menglembu, Perak (" Menglembu
Land") by the 1 st , 2 nd and 3 rd Defendants and was told that they
intended to buy the land and to develop it.
[124] The 1 st , 2 nd and 3 rd Defendants represented to the 1 st Plaintiff to

provide a sum of money to purchase the Menglembu Land
through a special purpose vehicle company. The 1 st Plaintiff
would be given an equity stake in the said company. GSSB was
identified as the company to raise funds for that specific
arrangement.
[125] Based on that representation, the 1 st Plaintiff transferred a sum

of RM1,838,000.00 on 10.5.2006 and a further sum of
RM1,862,000.00 on 2.6.2006 to the 3 rd Defendant to carry out
the acquisition of the Menglembu Land.
[126] The total sum of RM3,700,000.00 was remitted by the 1 st

Plaintiff to the 3 rd Defendant to be used for subscription of
shares and as IFSL to GSSB for the purpose of acquiring the
Menglembu Land. More specifically:
a) a sum of RM880,000.00 was to be the 1 st Plaintiff’s

investment in GSSB; and
b) the balance sum of RM2,160,000.00 was to be used by the

3 rd Defendant to enable the 1 st and 2 nd Defendants to
subscribe for shares and to provide their IFSL to GSSB.
[127] The money was remitted to OCBC bank account No:

7201108647 owned by the 3 rd Defendant. Following the
remittance, the 1 st Plaintiff then entered into three agreements,
namely GSSB-SA, FLA-1 and FLA-2.
38
[128] However, notwithstanding what was represented to the 1 st
Plaintiff in these agreements, ie, that the Menglembu Land had
been purchased by GSSB, the 1 st Plaintiff subsequently found
out that GSSB never, at any material times, purchased the
Menglembu Land at all.
[129] Upon probing the Defendants, the 1 st Plaintiff was only given a
Sale and Purchase Agreement dated 2.5.2006 between GSSB and
a company called Sinaran Restu Sdn Bhd which was stated as
the beneficial owner of Menglembu Land. Further, although the
Sale and Purchase Agreement was executed on 2.5.2006, the
deposit payment of RM450,000.00 or 25% of the purchase price
of RM1,800,000.00 was paid on 20.4.2006.
[130] More disturbingly, there was an agreement between GSSB and

one named Lim Yit Ming ("Lim") stipulating that a fee of
RM666,000.00 was paid as “consultancy fee” whereby Lim was
tasked to acquire Menglembu Land on behalf GSSB. The
payment for the consultancy fee was paid notwithstanding that
under the agreement, it ought to be made only upon the
successful completion of the Sale and Purchase Agreement.
[131] The payment of such “consultancy fee”, was never stated in the
GSSB-SA, FLA-1 and FLA-2.
[132] At the Trial, the 1 st Defendant admitted that Sinaran Restu Sdn
Bhd was never the owner of Menglembu Land and that Ipoh City
Council had given a Development Order giving the permission
to plan and develop the Menglembu Land to a company called
Mega Planners through a letter of approval dated 5.1.2000.
[133] It seems that although Sinaran Restu Sdn Bhd was given
permission by the Land and Mines Office Ipoh (" PTG Ipoh") to
develop the Menglembu Land for residential and mixed
development scheme by the letter dated 30.8.1999, nevertheless,
in the letter, PTG Ipoh clearly stated that Sinaran Restu Sdn Bhd
39
was not allowed to carry out any work and make any
transactions on the land until the title has been issued.
[134] Quite clearly, the money entrusted by the 1 st Plaintiff to the 3 rd

Defendant for the purpose of purchasing and developing the
Menglembu Land had not been used as represented and no
account has been proffered by the Defendants on the remittances
made in respect of the same.
Defendants’ failure to comply with the Order To Account
[135] Based on the entirety of the facts observed above, the

Defendants have woefully failed to satisfactorily shown how the
Plaintiffs’ Remittances were actually applied from the 3 rd
Defendant’s personal accounts.
[136] It must be noted that the Defendants were ordered by this Court
to give a full and complete account of the Plaintiffs’
Remittances that were remitted to the 3 rd Defendant for the
purpose of investing in the SPVs requiring the production of
supporting documents evidencing the flow of the monies
including but not limited to relevant bank statements and
payments vouchers through the Order to Account. The
Defendants have steadfastly failed to comply with the Order to
Account even up to the time of the Trial. The Order to Account
was an opportunity to the Defendants to shown that they had in
at least some of the times, utilized their own monies towards the
subscriptions of the shares in the SPVs and or in providing the
IFSLs to the SPVs. They have utterly failed to avail themselves
of the opportunity afforded.
[137] No explanation, let alone a satisfactory explanation has been

proffered by the Defendants for their failure to comply with the
Order to Account. This adds credence to the Plaintiffs’ claims
that the Defendants had not applied the Plaintiffs’ Remittances
as instructed and as agreed under the SAs and the FLAs.
40
[138] Thus, the Plaintiffs’ claim that the land purchases which
amounted to only approximately RM14,491,139.10, were in fact
made by the SPVs using the 1 st Plaintiff’s Remittances (in
excess of RM30 million), notwithstanding what the general
ledgers may have stated, has not been contradicted at all by the
Defendants.
[139] Significantly, based on the KPMG Report, there is an excess

sum of RM9,958,670.00 remitted by the 1 st Plaintiff which was
not transferred to the SPVs from the 3 rd Defendant’s personal
accounts.
[140] Further, PKF found that an amount of RM 9,278, 336.42 was

paid by the EBSD, GISB and GSSB to the 3 rd Defendant and the
1 st Defendant without any supporting documents or company
resolutions.
[141] The aforesaid coupled with the fact that the Defendants have
failed completely to show that they have their own sources of
funds to subscribe to the shares of the SPVs and to provide their
portions of the IFSLs to the SPVs for their respective land
purchases lend credence to the contentions by the Plaintiffs that
the entire funding for the SPVs and the land purchases had come
from the Plaintiffs’ Remittances.
[142] The Defendants’ reliance on the entries in the general ledgers of

the SPVs have very little evidential value, if at all. In Popular
Industries Limited v. Eastern Garment Manufacturing Sdn Bhd
[1989] 3 MLJ 360, Justice Edgar Joseph Jr adopted with
approval the following passage in the judgment of Wadegaonkar
J in Beni v. Bisan Dayal Anor AIR [1925] Nag 445 at p 446
precisely on this point:
“… Mere entries in books of account are not by themselves

sufficient to charge any person with liability (vide s. 34 of
the Evidence Act). The reason is that a man cannot be
41
allowed to make evidence for himself by what he chooses
to write in his own books behind the back of third parties .
There must be independent evidence of the transaction to
which the entries relate and as no such evidence has been
adduced in this case the court below was wrong in holding
that defendant no 1 had paid the money to plaintiff for
payment of the kist for January 1921 …”
[emphasis added]
Trust Relationship
[143] It cannot be disputed that Plaintiffs remitted monies into the 3 rd

Defendant’s and or his nominee’s bank accounts for specific
purposes as provided in the SAs and FLAs.
[144] In Takako Sakao (f) v. Ng Pek Yuen (f) & Anor [2009] 6 MLJ
751 (‘Takako’), the appellant and first respondent were business
partners who decided to acquire a shop lot in order to operate
their restaurant business. The Appellant had transferred
RM194,610.00 as her contribution towards the purchase price.
Instead, the first respondent had purchased the property for a
sum of RM950,000.00 and registered it in her sole name.
Thereafter, the first respondent sold the property to the second
respondent company for a sum of RM1,930,000.00. The Federal
Court held as follows:
“[15] The fact pattern of the appellant’s case falls squarely

within the parameters of a constructive trust. The cumulative
circumstances such as the pre-existing fiduciary
relationship and the arrangement to jointly own property
in equal shares show an intention to create a trust from
the outset.”
[emphasis added]
42
[145] In Takako, the court discussed that a fiduciary relationship
exists between business partners:
[11] With that we turn now to consider the second issue. The
question here is the legal consequence of the mutual
understanding between the appellant and the first respondent,
including the payments made by the former to the latter. It is,
as we have earlier said, clear from the totality of the
circumstances that the appellant and first respondent were
essentially partners in a business venture. Here we find it
appropriate to quote from the judgment of Dixon J in James
Birtchnell v. The Equity Trustees, Executors and Agency Co
Ltd [1928–30] 42 CLR 384:
The relationship between partners is, of course,

fiduciary. Indeed, it has been said that a stronger case of
fiduciary relationship cannot be conceived than that
which exists between partners. ‘Their mutual confidence
is the lifeblood of the concern. It is because they trust
one another that they are partners in the first instance; it
is because they continue to trust one another that the
business goes on’ (per Bacon VC in Helmore v. Smith
[1890] 15 App Cas 223 at p 225; [1886] 35 Ch D436 at p
444). The relation is based, in some degree, upon a
mutual confidence that the partners will engage in some
particular kind of activity or transaction for the joint
advantage only.
[12] As partners the appellant and the first respondent owed

each other a duty to act with utmost good faith towards each
other. See Blisset v. Daniel [1853] 68 ER 1022. The mutual
understanding that both partners would purchase in their joint
names, with financial contributions from each of them the
building in which the business of their restaurant was being
conducted and hold it in equal shares formed an integral part
43
of the partnership”
[146] Applying the principle in Takako, in the present case, this Court
finds that the relationship between the 1 st Plaintiff and the 3 rd
Defendant was built on mutual trust and confidence and there
exists a fiduciary obligation imposed on the Defendants, in
particular, the 3 rd Defendant as trustee and business partner to
the 1 st Plaintiff, to use the Plaintiffs’ Remittances in accordance
with the intentions and purposes as agreed and subsequently
reflected in the SAs, IFSLs and the FLAs.
[147] In blatant breach of this trust and their fiduciary duties, the
Defendants had wrongfully used the Plaintiff’s monies in a
manner contrary to the terms of the SAs and FLAs and without
being able to and refusing to give any proper account of the
Plaintiffs’ Remittances despite the Order to Account made by
the Court.
[148] Even if there was no express trust, it is my judgment that the

circumstances of this case are such that a constructive trust will
be imposed by the Court that the Defendants are to hold all
properties and shares in the SPVs in trust for the Plaintiffs since
the Defendants have not been able to demonstrate that they have
in fact contributed any of their own money for the same.
[149] In case of Paragon Finance Plc v. DB Thakerar & Co [1999] 1

All ER 400, Millet LJ defined constructive trust as follows:
“A constructive trust arises by operation of law whenever

the circumstances are such that it would be
unconscionable for the owner of property usually but not
necessarily the legal estate to assert his own beneficial
interest in the property and deny the beneficial interest of
another. In the first of case and this is the class with which
we are presently concerned, however, the constructive trustee
really is a trustee. He does not receive the trust property in
44
his own right but by a transaction by which both parties
intend to create a trust from the outset and which is not
impugned by the plaintiff. His possession of the property is
coloured from the first by the trust and confidence by means
of which he obtained it, and his subsequent appropriation of
the property to his own use is a breach of the trust. Well
known examples of such a constructive trust are …”
[emphasis added]
[150] Constructive trust doesn’t owe its existence to the parties’

intention, but by operation of law, therefore making the
intention of parties irrelevant. In Perbadanan Kemajuan
Pertanian Selangor v. JW Properties Sdn Bhd [2017] MLJU
1107; [2017] 8 CLJ 392, the Court held:
“[57] It is to be noted that a constructive trust is a

creature of equity. By its very nature, whether or not a
constructive trust arises in the absence of the consent at
the State Authority to transfer the land is very much
dependent on the facts cf the case. As regards the
present case a relevant factor to consider is whether
there was any unconscionable conduct on the part of the
appellant which would attract the intervention of equity
[58] From decided case authorities it has been

established as a principle of law that constructive
trust arises by operation of law whenever the
circumstances are such that it would be
unconscionable for the owner of the property
(usually but not necessarily the legal owner) to assert
his own beneficial interest in the property and deny
the beneficial interest of another. (See the cases of (1)
Takako Sakao v. Ng Pek Yuen & Anor [2009] 6 MLJ
751; [2010] 1 CLJ 331 (FC) and (2) Veliasamy
45
Pennusamy & Ors v. Gurbaufiart Singh Bagawart Singh
& Ors. [2010] 5 MLJ 437; [2012] 2 CLJ 712 (CA)).
[59] It has also been held that a constructive trust

is a trust which is imposed by equity in order to
satisfy the demands of justice and good conscience
without reference to any express or presumed
intention of the parties. [See the case of Hassan Kadir
& Ors. v. Mohamed Moidu Mohamed & Anor. [2011] 5
CLJ 136 (FC)]. A constructive trust is a remedial device
that is employed to prevent unjust enrichment. It has
the effect of taking the title to the property from one
person whose title unjustly enriches him, and
transferring it to another who has been unjustly
deprived of it. [See the case of Tay Choo Foo @ Tay
Chiew Foo v. Tengku Mohd Saad @ Tengku Ahmad bin
Tengku Mansur & Ors. (all acting as administrators of
the estate of Tengku Mansur bin Tunku Yaacob,
deceased) & Another Appeal [2009] 1 MLJ 289 CA].
[emphasis added]
[151] In the case of Ng Hoo Kui & Anor v. Wendy Tan Lee Peng
(administratrix for the estate of Tan Ewe Kwang, deceased) &
Ors [2020] 12 MLJ 67 (‘Ng Hoo Kui’), the first appellant was a
shareholder and director of the second appellant, AVD while the
1 st respondent was the shareholder and director of AVD and AV.
AVD was incorporated to develop a mixed housing project
wherein the appellant agreed to invest with the respondent and
the appellant had invested RM10.49 million personally for paid -
up capital in AVD. These monies were transferred to AVD’s
(RM 4.29m) and AV’s bank account (RM6 million). The sum in
dispute was the RM6 million whereby the respondents claimed
was paid as premium to participate in the development project
and not for share capital of AVD.
46
[152] The appellant claimed amongst others for the respondent to
transfer the ownership of the shares in AVD to the appellant.
The High Court decided that the respondents were constructive
trustees for the shares and ordered for it to be transferred back
to the appellant (which was reversed in the Court of Appeal but
subsequently upheld in Federal Court). The Federal Court held
at para [113] as follows:
“[Applying the principle as aforesaid, from the evidence of

TEK’s personal account and his failure to explain his
source of income, we are of the view that TEK was
financially incapable of acquiring the shares in AVD.
TEK’s acquisition of the shares was made possible based
on the monies obtained from payments made by Ng. These
monies (claimed by TEK to have been paid as premium),
for the said acquisition of the AVD shares, are monies
paid by Ng. The learned trial judge found that this act on the
part of TEK (acquiring AVD’s shares using monies paid by
Ng on one hand and claiming the monies were for payment of
premium on the other) amounts to a dishonest and an
unconscionable conduct, as TEK was not entitled to the
shares legally as there is no evidence to show that he paid
for it (refer to para 61 of the learned trial judge’s
judgment). Clearly, the Court of Appeal erred in law and
fact in failing to hold that the defendants had not contributed
any monies into AVD towards the capital of AVD. It is clear
that TEK, the second and the third defendants are holding the
1.75 million shares registered in their names as constructive
trustees as they had obtained the said shares without making
any contribution [2020] 12 MLJ 67 at 108to the capital of AV
and had obtained the same as a result of the dishonest,
unconscionable and inequitable conduct on the part of TEK in
that TEK had claimed that the monies paid by Ng into AV
was part of premium due to him personally or to AV and
47
therefore he was entitled to utilise the same. This constitutes
a dishonest, inequitable/unconscionable conduct to deprive
Ng of his beneficial interest in shares in AVD. The Court of
Appeal erred in not appreciating that constructive trust is
imposed by law and does not arise as a result of any intention
to create it unlike express trusts”.
[153] Applying the principles in Ng Hoo Kui, the Plaintiffs had

remitted approximately RM30,565,555.20 to the 3 rd Defendant
for the purpose of share capital and providing IFSLs to the SPVs
to be used towards the acquisition of lands for development.
However, the Defendants had wrongfully utilized the funds and
had wrongly recorded in the general ledgers of the SPVs to
reflect that the funds to purchase the lands acquired were from
the Defendants.
[154] Given that the Defendants had clearly relied on the Plaintiffs to
provide the funding even for their subscription of shares and for
the IFSLs to the SPVs and due to the lack of explanation and
documentary evidence as to the source of funds of the Defendant
to purchase the lands, in particular, the refusal by the
Defendants to provide any account despite the Order to Account,
it can be reasonably inferred that the Defendants had in actuality
utilized the Plaintiffs’ Remittances for the entire joint venture
involving the SPVs with the 1 st Plaintiff. As such, it is the
judgment of this Court that the Defendants are holding their
respective shares in the SPVs and further that the lands that
were purchased by the SPVs are all held by the Defendants as
trustees for the Plaintiffs.
Conclusion
[155] In the premises, this Court grants to the Plaintiffs the following
orders:
(a) a declaration that the 1 st Defendant, the 2 nd Defendant and
48
the 3 rd Defendant are the trustees for monies that were
remitted by the 1 st Plaintiff and his nominees namely, the
2 nd Plaintiff, the 3 rd Plaintiff and the 4 th Plaintiff to the 3 rd
Defendant’s following personal accounts and his solicitors,
Messrs Ferida, Hassan, Low & Ng’s clients’ account:
(i) OCBC Bank (Account No.: 7201108647);
(ii) Public Bank (Account No.: 3122430203); and
(iii) Maybank Berhad (Client Account) (Account No.:

5123166048780)
(b) a declaration that the 1 st Plaintiff is the ultimate

beneficiary to the all the shares held by the Defendants in
the 8 th Defendant, 9 th Defendant, 10 th Defendant and 11 th
Defendant;
(c) an order that the 1 st Defendant, the 2 nd Defendant, and the

3 rd Defendant breached their duties as trustees of the 1 st
Plaintiff by using the Plaintiffs’ Remittances against the
terms of the trust and or otherwise for their own interests;
(d) a declaration that the 8 th Defendant, 9 th Defendant and 10 th

Defendant hold the following lands as trustees for the
Plaintiffs;
(i) for the 8 th Defendant:

No. No. PN/Geran No. Lot Mukim Daerah
1. PN 152586 Lot 35786 Bandar Daerah

Ipoh(S) Kinta
Ipoh(S) Kinta
Ipoh(S) Kinta
49
Ipoh(S) Kinta
5. Geran 59538 Lot 35792 Bandar Daerah
Ipoh(U) Kinta
Ipoh(U) Kinta
Ipoh(U) Kinta
Ipoh(U) Kinta
(ii) for the 9 th Defendant:

(As set out in Annexure 1)
(iii) for the 10 th Defendant:
50
No. No. PT No. H.S.(D) No. Lot Mukim Daerah
1. PT 19600 166903 Lot 134 Sungai Daerah
Raya Kinta
Raya Kinta
Raya Kinta
(collectively referred to as “the Lands”)
(e) an order that the 8 th Defendant, 9 th Defendant and 10 th

Defendant do transfer the Lands to the 1 st Plaintiff within
14 days from the date this order is given;
(f) in the event the 8 th Defendant, 9 th Defendant, and 10 th

Defendant fail(s) to transfer the Lands as stipulated above,
the Registrar of the High Court is authorized to sign the
Form 14A of the National Land Code to effect the transfers
to the 1 st Plaintiff on behalf of the 8 th Defendant, 9 th
Defendant and 10 th Defendant;
(g) the Defendants to pay the Plaintiffs costs fixed at

RM150,000.00 subject to allocator.
Dated: 12 JANUARY 2024
(ONG CHEE KWAN)

Judge of the High Court of Malaya
High Court of Kuala Lumpur, NCC2
Counsel:
For the plaintiff - C Vignesh Kumar, P.G. Cyril, D Yasinthra &

Rubanyah Sedopathy; M/s Vignesh Kumar
(Kuala Lumpur)
51
For the defendant - K. Kirubakaran & Cheong Jun Yeng, Lim Wei
Wen & Sharbin Abisheg Raj Rajendran (PDK); M/s Shui Tai
(Petaling Jaya)
Case Reference:
Takako Sakao (f) v. Ng Pek Yuen (f) & Anor [2009] 6 MLJ 751
Paragon Finance Plc v. DB Thakerar & Co [1999] 1 All ER 400
Perbadanan Kemajuan Pertanian Selangor v. JW Properties Sdn Bhd

[2017] MLJU 1107; [2017] 8 CLJ 392
Ng Hoo Kui & Anor v. Wendy Tan Lee Peng (administratrix for the
estate of Tan Ewe Kwang, deceased) & Ors [2020] 12 MLJ 67
ANNEXURE 1
No. No. Lot No. PN Mukim Daerah
1 130457 134706 Sungai Raya Kinta
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69

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[2024] CLJU 411 Legal Network Series

IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR

2. JERARD CO. LTD

3. JERARD GLAMOUR LIMITED

4. JERARD GLAMOUR STRATEGY LIMITED

5. RED AND BLUE INVESTMENT CO. LTD … PLAINTIFF

1. CHIN CHOONG KIT @ JOSEPH CHIN

2. CHOONG HOONG @ PHILIP CHIN

3. CHIN PENG SIN

4. YAP MAY FATT

5. YAP WAI FOONG (NO. K/P: 850106-08-5980)

6. CHAN YOKE YING

7. LAM PUN YING

9. EMERALD DEALS SDN BHD

10. GLAMOUR IDEALS SDN BHD

11. GLAMOUR PORTFOLIO SDN BHD

12. GLAMOUR STRATEGY SDN BHD

[1] In essence, the Plaintiffs brought this claim against the

[2] Notwithstanding that the parties had previously entered into a

[3] Further, despite an order made by this Court on 9.11.2022 for

[5] The questions for determination are whether there is a

[6] Around 2002, the 1 st Plaintiff was introduced to the 3 rd

[7] After meeting and discussing with the 3 rd Defendant, the 1 st

[8] The result of this introduction yielded a business relationship

[9] Pursuant to the aforesaid, a number of special purpose vehicle

[11] Although the lands proposed by the 3 rd Defendant would be

[12] The understanding between the 1 st Plaintiff and the 3 rd

[13] The 1 st Plaintiff’s beneficial interest in the properties acquired

[14] The 3 rd Defendant also was to procure his family members,

[17] Based on the aforesaid understanding, EDSB, GISB, GPSB,

[18] Several agreements were entered between the 1 st Plaintiff’s

a) Shareholders’ Agreement dated 16.11.2006 between the 1 st

b) Friendly Loan Agreement dated 16.11.2006 between JCL,

c) Supplemental Agreement dated 11.08.2007 between JCL,

d) Shareholders’ Agreement dated 11.08.2007 between JCL,

e) Friendly Loan Agreement dated 17.08.2007 between JCL,

a) Shareholders’ Agreement dated 16.11.2006 between the 1 st

b) Friendly Loan Agreement dated 17.08.2007 between JCL,

c) Friendly Loan Agreement dated 23.11.2007 between JCL,

d) Agreement dated 3.06.2008 between JCL, JGL, PC, JC and

a) Shareholders’ Agreement dated 16.11.2006 between JCL,

b) Friendly Loan Agreement dated 16.11.2006 between JCL,

c) Friendly Loan Agreement dated 16.11.2006 between JCL,

d) Friendly Loan Agreement dated 23.11.2007 between JCL,

a) Shareholders’ Agreement dated 16.11.2006 between the 1 st

c) Friendly Loan Agreement dated 16.11.2006 between JCL,

[19] The Shareholders Agreements (“SAs”) comprised of two (2)

[20] At all material times, the 3 rd Defendant had represented to the 1 st

[23] The Ipoh High Court actions comprising of 3 suits (Suit

[24] Unfortunately, notwithstanding the KPMG Report, there

[25] In the meantime, Plaintiffs engaged one Messrs PKF Covenant

[26] The 3 rd Defendant together with another accountant namely, Mr

a) the Report on Findings dated 19.4.2019 (“First Report on

b) the Report on Findings dated 21.6.2019 (“Second Report

The Plaintiffs’ case

[30] Furthermore, based on the KPMG Report, there is an excess sum

[34] Thereafter, according to the Plaintiffs, with this new -found

[35] The Plaintiffs contended that the understanding between parties

The Defendants’ case