Without proper registration of a property transfer, no equitable rights can be claimed by the prospective recipient.

(Datuk Mohd. Saari Yusoff H)

1. In the counter-claim, the defendant prays inter alia for the following:

(a) A declaration that the defendant is the beneficial owner of the property known as 23, Jalan Deruman, Damansara Heights, 50490 Kuala Lumpur situated on land held under HS(D) 80069, PT No. 930, Kuala Lumpur.

2. In SIC (end. 8), the plaintiff applies to strike put the counter-claim under O.18 r. 19 (b) and (d) RHC 1980. This appeal is against the decision of the learned Registrar who dismissed the application.

Common facts

3. The defendant was a director of the plaintiff from 22 October 1991 to 3 October 1998 and a director of the Omega Holdings Bhd from 8 March 1991 to 24 December 1997. The plaintiff is wholly owned subsidiary of Omega Holdings Bhd.

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4. At all material times, the plaintiff was the registered proprietor of the land held under HS (D) 80069, PT No. 930 Kuala Lumpur with a double storey bungalow (hereinafter referred to as "the said land").

5. On 31 December 1997, the Board of directors of the plaintiff resolved that an EGM of the plaintiff be convened on 9 January 1998 to approve the granting of the said land to the defendant as gratuities in consideration for the dedication and past services rendered by the defendant to the plaintiff but the EGM was never held for purpose of approving the aforesaid resolution.

6. Both parties agree that there is nothing in the law on the requirement for the plaintiff to obtain sanction from KLSE for purpose of granting the said land to the defendant.

Issue

7. Issue for determination is whether the defendant is beneficial owner of the said land.

Finding

8. The plaintiff is wholly owned subsidiary of the Omega Holding. For the defence, it is contended that, since the Board of Directors of Omega Holding had passed a resolution to grant the said land as gift to the defendant (which alleged fact was denied by the plaintiff), it had the same effect as if the shareholders of the plaintiff's company had approved the gift.

9. I agree with En. Lim, learned counsel for the plaintiff, that the aforesaid resolution (even if true) would not have no legal effect as the statutory procedure in

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calling of AGM is different [see Tan Tien Kok v. Medical Specialist Centre (JB) Sdn. Bhd ].

10. Further, I also agree with En. Lim that the alleged gift was bad in law as such transaction was never approved by the shareholders of the plaintiff company in general meeting pursuant to section 132 E (1) of the Company Act 1965 [see Mui Plaza Sdn Bhd v. Hong Leong Bank Bhd ].

11. In this regard, the plaintiffs case is further reinforced by the case of Brunker v. Perpetual Trustee Company (Limited) [1937] 57 CLR 555. In that case, a bachelor seventy-one years of age died from cardiac failure after an illness of seven days' duration. On the day before his death he executed a memorandum of transfer in respect of certain land under the Real Property Act 1900 (N.S.W.) in favour of the appellant, who for many years had been his housekeeper and had attended to him during his last and a previous illness. The transfer was prepared by a law stationer, a friend of both the deceased and the appellant, and was handed to him after execution without any precise instruction; it was expressed to be for a nominal consideration only and purported to transfer to the appellant an estate in fee simple in remainder expectant on the transferor's death; it contained no notification of a mortgage to which the land contained in the transfer was, together with other properties, subject at the time of the execution of the transfer, because it appeared that the transferor wished to procu