JUDGMENT

Shamsulbahri Haji Ibrahim J:

[After The Full Trial]

Brief Background

[1] As a brief background, the plaintiff and the 1st Defendant are siblings while the 2nd Defendant is the 1st Defendant's wife.

[2] On 19 May 1978, the plaintiff, together with the 1st Defendant and their late father, Yak Kim Leng incorporated the 3rd Defendant as a company carrying out the business of textiles. The Plaintiff and the 1st Defendant hold a 47.5% shares each while the balance held by Yak Kim Leng.

[3] After around 1990, the 3rd Defendant converted its business into investment in properties. With the new business model, the 3rd Defendant purchases immovable properties such as residential houses, shop houses and shopping mall units and then rents them out to third parties. The sole revenue for the 3rd Defendant derives from the monthly rentals of the properties.

[4] On 4 April 2003, the 3rd Defendant appointed the 2nd Defendant as its director without holding any share.

[5] The Plaintiff avers that as he, the 1st Defendant and Yak Kim Leng are Singaporeans, they cannot purchase immovable properties in Malaysia unless with the approval of state governments. The same rule applies to the 3rd Defendant. The Plaintiff asserts that although the 3rd Defendant was registered in Malaysia, the company is considered as a foreign company.

[6] To solve this difficulty, the plaintiff contends that all immovable properties purchased by the 3rd Defendant had been registered under the 2nd Defendant's name as she is a Malaysian and the wife of the 1st Defendant. Thus, the plaintiff avers that the 2nd Defendant holds the following 10 properties ("Properties") as a trust for the 3rd Defendant:

(a) No 25, 25-1-3, Lorong 6A/91, Taman Shamelin Perkasa, 56100 Cheras, Kuala Lumpur (PN 31086, Lot 54719, Mukim Kuala Lumpur, Daerah Kuala Lumpur);

(b) No 23, 23-1-3, Lorong 6A/91, Taman Shamelin Perkasa, 56100 Cheras, Kuala Lumpur (PN 31087, Lot 54718, Mukim Kuala Lumpur, Daerah Kuala Lumpur);

(c) No 21, 21-1-3, Lorong 6A/91, Taman Shamelin Perkasa, 56100 Cheras, Kuala Lumpur (PN 31274, Lot 11816, Mukim Kuala Lumpur, Daerah Kuala Lumpur);

(d) No 28, 28-1-3, Lorong 6E/91, Taman Shamelin Perkasa, 56100 Cheras, Kuala Lumpur (PN 31193, Lot 11735, Mukim Kuala Lumpur, Daerah Kuala Lumpur);

(e) No 270, Jalan Batu Unjur 7, Taman Bayu Perdana, 41200 Klang, Selangor (HSD 158491, PT 42241, Mukim Klang, Daerah Klang);

(f) Lot 2.15B, 2nd Floor, Kotaraya Complex, Jalan Cheng Lock, 50000 Kuala Lumpur;

(g) No 272, Jalan Batu Unjur 7, Taman Bayu Perdana, 41200 Klang, Selangor (HSD 158492, PT 42242, Mukim Klang, Daerah Klang);

(h) No 15, Jalan F U2/F, Taman Dr Ismail Jaya, Seksyen U2, 40150 Shah Alam;

(i) 38-4-8, Kondo Bukit Robson, Persiaran Syed Putra 5, Off Jalan Syed Putra, 50460 Kuala Lumpur; and

(j) 38-3-8, Kondo Bukit Robson, Persiaran Syed Putra 5, Off Jalan Syed Putra, 50460 Kuala Lumpur.

[7] Nevertheless, years passed by since the purchases, the plaintiff discovered that the 2nd Defendant neglected in discharging her duties as the trustee of the 3rd Defendant as she:

(a) failed to collect some of the rentals of the Properties on behalf of the 3rd Defendant; and

(b) rents out the Properties to third parties under her own name and deposits the rentals therefrom to her own bank account.

[8] On 11.8.2018, the plaintiff vide his solicitors issued a letter to the 1st and 2nd Defendants requesting them to provide detailed particulars of the Properties including the names of tenants but to no avail.

[9] Dissatisfied with the 1st and 2nd Defendants' nonchalant attitude, the plaintiff requested the 3rd Defendant's company secretary to hold an extraordinary general meeting for the company. However, the 1st and 2nd Defendants vide a letter dated 17 May 2019 declined the request for the following reasons, inter alia:

(a) the plaintiff may get the service of an independent accountant or auditor to scrutinize the 3rd Defendant's bank account; and

(b) not all rentals of the Properties belong to the 3rd Defendant.

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