The Company Secretary owes no fiduciary duty to individual directors absent a Board resolution; thus, no liability arises for failing to act on individual shares sales.

A) Introduction

[1] This is an appeal by the Appellant's above named against the decision of the Sessions Court handed down on 29 July 2015 which dismissed the Appellant's claim against the Respondent's with costs of RM 10,000.00.

B) Background Facts And Parties Contentions

[2] The relevant background facts and nature of the dispute which led to the Appellant's claim in the Sessions Court can be garnered from the respective pleaded case and contentions of both parties as stated below.

Appellant's Case

[3] The 1st Appellant contended that he was the major shareholder (holding 80% of the shares) cum director of the Company known as Autowide Parts Sdn Bhd (hereinafter referred to as "the said Company") whereas the 1st Respondent was the minority shareholder (holding 20% of the shares) cum director of the said company.

[4] The paid up capital of the said Company was RM 100,000.00 in the year 2007 and hence the 1st Appellant was holding 80,000 unit of shares whereas the 1st Respondent was holding 20,000 unit of shares of the said Company.

[5] The Appellant's submitted that some time in the year 2009 at a meeting between the 1st Appellant, Mr Loh Han Khim (the husband of 1st Respondent), 2nd Respondent and 3rd Respondent, the 1st Appellant informed and suggested to the parties attending the meeting that he intended to sell 29% of his shares to the 1st and 2nd Respondent, ie 4.5% of his shares to the 1st Respondent and 24.5% of shares to the 2nd Respondent for RM236,735.00 illustrated as follows:-

[6] The said suggestion was unanimously agreed to by the 1st Appellant, 1st and 2nd Respondent respectively and this was communicated to the 3rd Respondent who was the Company Secretary of the said Company.

[7] The Appellant's further contended that although the 3rd Respondent was informed of the 1st Appellant's intention to sell his shares (as illustrated above), the 3rd Respondent did not follow the instructions of the 1st Appellant to carry out the necessary procedures but prepared instead documents to increase the paid up share capital of the said Company.

[8] The 1st Appellant questioned the 3rd Respondent as to why he prepared the documents to increase the paid up share capital as opposed to documents to transfer the 1st Appellant's shares to the 1st and 2nd Respondent and why the 1st Appellant had yet to receive the RM 236,735.00 for the sale of shares. The 3rd Respondent in reply informed the 1st Appellant that the documents prepared by him were the correct documents and the 1st Appellant was required to sign them before he could get the said sum of RM236,735.00.

[9] Based on the said representation by the 3rd Respondent, the 1st Appellant said he executed the said documents.

[10] Due to the said increase of the paid up share capital, the 1st Appellant's shares were diluted from 80% to 51% and the 1st Appellant therefore suffered monetary losses. The 3rd Respondent ought to have adjusted the shares first before issuing new paid up share capital.

[11] The 1st Appellant also informed the 3rd Respondent that he wished to let the 2nd Appellant hold part of his 51% shares.

[12] The allotment of shares after the said dilution were as follows:-

[13] At another meeting held some time in the year 2010 between the 1st Appellant, Mr Loh Han Khim, 2nd Respondent and 3rd Respondent, the parties unanimously agreed that the 2nd Respondent would acquire 11% of his shares (or 33,000 units) from the 1st and 2nd Appellant.

[14] The value for the said 11% of shares was yet to be determined at the said meeting pending statement of audited accounts for the said financial year which the 3rd Respondent had knowledge and/or notice off.

[15] The monetary value for t