PUNCAK KENANGAN (M) SDN BHD v 1. ) SYED SAZLEE BIN SYED HAMZAH 2. ) Suruhanjaya Syarikat Malaysia (SSM) 3. ) KHOO KIAM CHONG

wa-22ncc-221-05-2022 High Court (Mahkamah Tinggi) 9 December 2025 • WA-22NCC-221-05/2022 • 150 min read
25 cases cited (3 SG, 22 foreign)

Catchwords

FRAUD: Impeachment of consent order – Consent order procured by conscious and deliberate concealment of material facts – Setting aside judgment on ground of fraud – Whether test for fraud requires proof of conscious and deliberate dishonesty – Whether constructive fraud or mere unconscionability sufficient – Whether concealed facts must be material in the sense their disclosure would have fundamentally altered the manner in which the court approached and decided the matter – Whether applicant who personally approved and benefited from impugned transactions could conceal such involvement and seek to challenge those same transactions – Whether consent order entered bilaterally between applicant and statutory body without participation of affected parties could stand – Whether fraud vitiates judgments, agreements and transactions – Applicability of 'fraud unravels everything' principle – Whether fresh action to impeach judgment obtained by fraud barred by res judicata COMPANY LAW: Register of members – Rectification of register – Appeal under s 602(4) Companies Act 2016 against Registrar's refusal to rectify – Whether consent order directing Registrar to reconsider rectification application affects proprietary rights of shareholders – Whether company whose register is subject of rectification application is a necessary party – Whether Registrar entitled to know full facts when making decisions about exercise of discretionary powers – Whether consent order merely procedural or dispositive of parties' rights CONTRACT LAW: Champerty and maintenance – Champertous agreements void as contrary to public policy – Whether Declaration of Trust, Power of Attorney and Agreement for Shares constitute champertous arrangements – s 24(e) Contracts Act 1950 – Whether person with no pre-existing legitimate interest in litigation agreeing to assist party in return for share of proceeds constitutes champerty – Whether interest derived solely from impugned champertous agreements could confer legitimate standing – Whether circularity of deriving standing from agreement whose validity is in question – Whether stranger to company with no shareholding, directorship or creditor relationship has independent legitimate interest – Whether champertous agreements void by operation of law without need for formal declaration – Whether proceedings instituted pursuant to champertous arrangements liable to be set aside – Whether finding of no conspiracy in separate proceedings precludes finding of champerty – Whether arrangement designed to enable party to obtain indirectly what failed to obtain through dismissed litigation NATURAL JUSTICE: Breach of audi alteram partem principle – Deliberate exclusion of interested parties from proceedings – Whether party whose proprietary rights may be affected entitled to notice and opportunity to be heard – Whether consent order obtained in breach of natural justice is a nullity – Whether affected party entitled to have order set aside ex debito justitiae – Whether right to be heard applicable where rectification of register of members would fundamentally alter shareholding structure – Whether opportunity to participate at subsequent administrative stage cures exclusion from court proceedings in which order was obtained – Whether bilateral consent order binding on parties who were not party to it and had no knowledge of it ABUSE OF PROCESS: Multiplicity of proceedings – Whether filing of successive proceedings based on substantially similar allegations regarding same underlying transactions constitutes abuse of process – Whether repeated attempts to relitigate matters determined adversely in prior proceedings amounts to collateral attack – Whether litigation pursued not for vindication of rights but for commercial benefit of intermeddler – Whether cumulative effect of excluding interested parties, concealing mater

Practice Areas

Administrative Law Civil Procedure Company Law Contract

Judges (1)

Atan Mustaffa Yussof Ahmad Delivered

Counsel (13)

Lim Kian Leong & Co Firm Vazeer Akbar Majid & Co. Firm Zahir Jeya & Zainal Firm Dennis Xavier Counsel Defendant Jeane Lee Yi Jin Counsel Plaintiff Jeyakumar Palakrishnar Counsel Plaintiff Nor Syairah Sulaiman Counsel Defendant Normadiah Mohammad Counsel Plaintiff Rossa Severinus Counsel Defendant Shamitha a/p Ganisan Counsel Plaintiff Stanley Sebastian a/l Sinnappen Counsel Defendant Terence Chan Kah Meng Counsel Plaintiff Ung Zhee Laine Counsel Plaintiff

Parties (4)

PUNCAK KENANGAN Sdn Bhd Plaintiff Suruhanjaya Syarikat Malaysia Defendant Khoo Kiam Chong Defendant Syed Sazlee bin Syed Hamzah Defendant

Case Significance

A significant treatment of the impeachment of a consent order, that fraud requires conscious and deliberate dishonesty and material concealment, that champertous arrangements are void under section 24(e) of the Contracts Act 1950 and confer no standing, and that a consent order obtained by excluding affected parties in breach of natural justice is a nullity set aside ex debito justitiae.

This High Court decision in the Commercial Division at Kuala Lumpur determined two suits heard together, in which the plaintiffs sought to impeach a consent order obtained in earlier proceedings on the grounds of fraud, deliberate concealment of material facts and champertous arrangements. The consent order had directed the Registrar of Companies to reconsider an application to rectify a company's register of members. The court approached the matter through the principle that fraud unravels everything. It held that setting aside a judgment for fraud requires proof of conscious and deliberate dishonesty, not mere unconscionability, and that the concealed facts must be material in the sense that their disclosure would have fundamentally altered the way the court approached the matter. On the facts it found that a party who had personally approved and benefited from the impugned transactions could not conceal that involvement and then challenge those same transactions, and that a bilateral consent order entered between one party and the statutory body, without the participation of the affected shareholders, could not stand. The court also held the underlying arrangements, a declaration of trust, a power of attorney and an agreement for shares, to be champertous and void under section 24(e) of the Contracts Act 1950, an intermeddler with no pre-existing legitimate interest having agreed to assist in return for a share of the proceeds, so that no legitimate standing could be derived from them. It further held that the consent order, obtained in breach of the audi alteram partem rule by the deliberate exclusion of interested parties, was a nullity liable to be set aside ex debito justitiae. The court set the consent order aside, granted declaratory relief, and ordered the individual defendants to pay the plaintiffs costs of RM100,000 and the Companies Commission RM15,000. The judgment is a significant treatment of fraud, champerty and natural justice in the impeachment of a consent order.

Summary

Two suits heard together challenged a consent order obtained in earlier proceedings regarding the register of members of Puncak Kenangan (M) Sdn Bhd, alleging it was procured through fraud, champerty, and in breach of natural justice. The High Court impeached and set aside the consent order in its entirety, finding it was obtained through conscious and deliberate concealment of material facts, pursuant to champertous arrangements void under s.24(e) Contracts Act, and in violation of the audi alteram partem principle.

What did the court require to set aside the consent order for fraud?

Proof of conscious and deliberate dishonesty, not mere unconscionability, with the concealed facts being material in the sense that their disclosure would have fundamentally altered how the court approached and decided the matter. It found a party who had approved and benefited from the transactions could not conceal that and then challenge them.

Why were the underlying arrangements void, and what was the effect on the consent order?

The court held the declaration of trust, power of attorney and agreement for shares were champertous and void under section 24(e) of the Contracts Act 1950, conferring no legitimate standing, and that the consent order, obtained by excluding affected parties in breach of natural justice, was a nullity set aside ex debito justitiae, with costs of RM100,000 to the plaintiffs and RM15,000 to the Companies Commission.

Statutes Cited

Companies Act 2016 (Cap 777)
Contracts Act 1950 (Cap 136)
Rules of Court 2012

Cases Cited (25)

SG (1)
[2006] SGCA 46
SLR (2)
[1998] 1 SLR 374 [2016] 5 SLR 103
UK (5)
[1956] 1 All ER 341 [1967] 2 QB 729 [1993] 1 WLR 1489 [2003] 1 WLR 1511 [2013] EWCA Civ 328
AU (1)
[2012] VSC 87
MY (16)
[1975] 2 MLJ 175 [1976] 2 MLJ 253 [1981] 2 MLJ 199 [1985] 1 MLJ 42 [1989] 2 MLJ 290 [1990] 2 MLJ 303 [1996] 1 MLJ 374 [2004] 1 MLJ 618 [2009] 5 MLJ 95 [2010] 2 MLJ 181 [2012] MLJU 1070 [2016] MLJU 367 [2019] 2 CLJ 246 [2020] 5 MLJ 185 [2021] 3 MLJ 622 [2024] 1 CLJ 467

Judgment

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Source: eJudgment (wa-22ncc-221-05-2022)