Peh Swee Chin SCJ:

Four questions of law were earlier allowed to be reserved for determination by this Court under s. 66 of the of Judicature Act 1964 . They are as follows:

1. Whether the definition of "director" under s. 4 of the Companies Act 1965 , a person can be held or deemed to be a director of a private limited company?

2. Whether, in the non-compliance with s. 123(1) and (4) of the Companies Act 1965 a person can be held or deemed to be a director of a private limited company?

3. If the answer to question 2 is in the negative, can a person who is being charged as an agent, or as a director of a private limited company and in that capacity be held to act as an ad-hoc agent by the said company?

4. Whether a director/member of a private limited company can be said to have committed an offence under s. 409 of the Penal Code by paying out monies from the said company's funds to a third party when he is the sole contributor of the paid-up capital and ultimately, the sole beneficial owner of all the issued shares of the said company?

It would be necessary to set out some material facts whenever it is necessary to do so in this judgment.

Three of the charges against the appel