FACTS

The plaintiff is in the business of manufacturing inter alia wooden doors and frames and possesses various assets. It was also the lawful assignee of a lease of a piece of land known as Lot No. 6532, Batu 5 1/2, Jalan Kapar, 42000 Klang, Selangor. This was also its place of business. Form 49 of the Companies Act 1965 (the Act) in the Common Agreed Bundle of Documents (CABD) showed that the 1st defendant became a director of the plaintiff as of 3.1.86 and his letter of resignation dated 17.11.90 showed that he had resigned as a director cum secretary of the plaintiff as of 17.11.90. It is not in dispute that during his tenure of office the 1st defendant was the director primarily responsible for the financial management of the plaintiff.

The 2nd defendant had bought over the plaintiff in 1980 and was its director from 1980 to 2.1.86. There were only 2 shareholders in the plaintiff between 1980 to 2.1.86, namely the 2nd defendant and his brother, Yam Chok. It is clear that the two of them injected much money in respect of the building and towards the running of the plaintiff. It is also not in dispute that the 2nd defendant had pledged four of his own properties to UMB