[1] This is an application by the 2nd Respondent for a validation order pursuant to s 223 of the Companies Act 1965 to validate the payment of a sum of RM4,798,200.00 in the 1st Respondent's current account with Public Bank Berhad ("PBB") towards the overdraft granted by United Overseas Bank (M) Bhd ("UOB") to the 1st Respondent. I have dismissed the validation application. These are the reasons for my decision.

Salient Background Facts

[2] The Petitioner, a contributory and contingent creditor and director of the 1st Respondent has filed the winding up petition to wind up the 1st Respondent on the just and equitable ground.

[3] The Petitioner (Tan Poh Lee), the Supporting Contributories (Tan Poh Hui and Tan Poh Yee) and the 2nd Respondent (Tan Boon Thien) are the children of the Contributory, Tan Kim Choo @ Tan Kim Choon ("TKC") and one Madam Chang Ying (deceased).

[4] The particulars of the Company's shareholdings are as follows:

[5] The particulars of the Company's current board of directors are as follows:

[6] The 1st Respondent owns a hotel known as Cairnhill Hotel together with the land on which it is situated. Pursuant to a tenancy agreement, the 1st Respondent collects rent f