Siti Norma Yaakob JCA:

To appreciate the nature of this appeal, we need to go into some details as to the transactions undertaken by the many parties to this suit as a clear understanding of them would undo some of the confusion created by the mere reading of the appeal records themselves.

The 1st-10th appellants (plaintiffs in the Court below) were the shareholders of a private limited company known as Seri Naga Construction Sdn. Bhd. (Seri Naga), a property development company, incorporated under the Companies Act, 1965 with an authorised capital of RM1 million divided into one million ordinary shares at RM1 each. Between them, the 1st-10th appellants were the registered and beneficial owners of 700,001 shares of RM1 each in Seri Naga which also represent the paid up capital of the company. Between these ten shareholders, the 10th appellant was the majority shareholder holding more than 50% of Seri Naga's equity. Additionally the 1st and 2nd appellants were also the Directors of Seri Naga and that Seri Naga's known asset at the material time was a piece of land known as Lot 10, Grant No. 19811, Town of Ayer Hitam, District of Batu Pahat, State of Johor (the property).