Defamation requires proof that statements were made, defamatory, and not protected by privilege; malice negates privilege.

[1] This libel action was originally commenced by Tan Sri Dato' Lim Guan Teik ("Tan Sri Lim") and the late Tan Sri Ngan Ching Wen ("Tan Sri Ngan") as 1st and 2nd plaintiffs against the defendant, Mr Tan Kai Hee ("the defendant") on 20 November 2007. However Tan Sri Lim now proceeds with this action as the sole plaintiff as the late Tan Sri Ngan's cause of action against the defendant for tort of defamation abated pursuant to proviso to s 8 of the Civil Law Act 1956 when Tan Sri Ngan passed away on 1 March 2011.

[2] For the background facts which are generally undisputed I shall adopt what has been summarised in the plaintiff's submission:

2.1 The plaintiff was the Chairman of UHB's BOD (Unico Holdings Berhad Board of Directors) from 28 January 1999 - 6 August 2008 (WSPW1, Q&A 2(c)(iii) at p 3). At the same time, the plaintiff was also the President of ACCCIM (Associated Chinese Chambers of Commerce and Industry of Malaysia from 6 October 1998 to 23 August 2003 (WSPW1, Q&A 3(b)(ii) at p 5).

2.2 The late Tan Sri Ngan was the Managing Director of UHB from 1995 until 2004 (WSDW1, Q&A 17(i) at p 9). Subsequently, the late Tan Sri Ngan was appointed by UHB's BOD as UHB's Company Advisor on 30 May 2007 (Bundle D3, at pp 86 and 92).

2.3 The defendant was a director of UHB since 1990 (WSDW1, Q&A 6 at p 4) until he was not re-elected during UHB's AGM held on 28 September 2007 (Bundle D5 at pp 1, 7 and 9).

2.4 On 21 December 2006, UHB's BOD was presented with a proposal which in summary is as follows:

(i) 97% of UHB's investment in Unico-Desa Plantations Berhad (UDPB) (namely 240 million UDPB shares) would be distributed to UHB's shareholders on the basis of 2.4 UDPB shares for every one share held in UHB by way of capital reduction;

(ii) balance 3% (equivalent to 7.52 million UDPB shares) would be dealt with at the discretion of UHB's BOD; and

(iii) after the distribution, par value of UHB's shares would be reduced from RM1.00 to RM0.10 per share. As a consequence thereof, UHB's issued and paid up capital would be reduced from RM100,000,000 to RM10,000,000 comprising of 100,000,000 ordinary shares of RM0.10 each.

("Proposed Return of Capital and Capital Reduction Scheme") (Bundle D3 at pp 70-77).

2.5 The defendant, who was a director of UHB, objected to the proposed return of capital and capital reduction scheme (Bundle D3, at pp 78 and 80-81). At the material time, the plaintiff was the Chairman of UHB's BOD.

2.6 On 31 July 2007, UHB's BOD resolved to seek a mandate from the shareholders of UHB ("Shareholders' Mandate") in the forthcoming AGM (to be held on 28 September 2007) whether to proceed with the proposed return of capital and capital reduction scheme. The defendant was against the idea of obtaining Shareholders' Mandate as he did not agree with the proposed return of capital and capital reduction scheme. The late Tan Sri Ngan attended this meeting as the newly appointed Company Advisor of UHB and the late Tan Sri Ngan expressed his support for the proposed return of capital and capital reduction scheme (Bundle D3, at pp 104 and 105-107).

2.7 To garner opposition to the proposed return of capital and capital reduction scheme and the proposed resolution for the Shareholders' Ma