Krisia Binti Aris Palilah v 1. ) Zaiton Binti Ahmad 2. ) Muhammad Hasrullah Bin Roslan 3. ) Ong Li Hoon 4. ) Pembinaan Yokriskon Sdn Bhd

wa-22ncc-582-08-2023 High Court (Mahkamah Tinggi) 15 June 2025 • WA-22NCC-582-08/2023

Catchwords

her signature on the Share Transfer Form was forged-burden to prove forgery-plaintiff failed to call a handwriting expert-The execution of the Share Transfer Form and delivery of the certificate and transfer for registration are sufficient to divest the plaintiff of her interest-Whether the transfer of the plaintiff’s 750,000 shares in PYSB to the 1st defendant is valid;-Whether the plaintiff is a nominee shareholder holding the 750,000 shares of PYSB on behalf of Naxus and whether the nominee arrangement is illegal; and-Whether the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05-2023 is valid-It is only when the shares are registered in the name of a nominee for an illegal purpose or in order to defraud a public authority, that the owner may be precluded from asserting his beneficial ownership of the shares-It is trite law that a nominee arrangement per se whereby a person holds shares on trust for the real owner is not illegal-In a nominee arrangement there is a resulting trust relationship between the real owner and the registered shareholder; the registered shareholder being the trustee, and the real owner, the beneficiary-The principle that a nominee arrangement whereby a person holds shares on trust for the real owner is valid-“A share is movable and not immovable property. Legal title in a share is rested in the person to whom the share is allotted or transferred and whose name is on the register of members in respect of that share. It is also possible for a person to have shares registered in the name of a nominee, who will hold as trustee for him-It is trite that the court will not condone or lend its hand to a party who takes advantage of its own wrongdoings and comes to court without clean hands-Sections 56, 60A to 60D of the Companies Act 2016 mandate disclosure of beneficial owners to shares-sections 60A to 60D of the Companies Act 2016 are new provisions inserted via section 3 of the Companies (Amendment) Act 2024 [Act A1701], and came into force only on 01-04-2024-64. The saving provision in section 31 of the Companies (Amendment) Act 2024 [Act A1701] states that the amendment provisions are not to have any retrospective effect at all-that the plaintiff has no right to call and hold the EGM. Once the plaintiff had signed the Share Transfer Form and submitted the same to PYSB for registration, she is estopped from exercising any further right as a shareholder

Practice Areas

her signature on the Share Transfer Form was forged-burden to prove forgery-plaintiff failed to call a handwriting expert-The execution of the Share Transfer Form and delivery of the certificate and transfer for registration are sufficient to divest the plaintiff of her interest-Whether the transfer of the plaintiff’s 750,000 shares in PYSB to the 1st defendant is valid;-Whether the plaintiff is a nominee shareholder holding the 750,000 shares of PYSB on behalf of Naxus and whether the nominee arrangement is illegal; and-Whether the appointment of Nik Ahmad Amin bin Nik Man as a director of PYSB in the EGM on 12-05-2023 is valid-It is only when the shares are registered in the name of a nominee for an illegal purpose or in order to defraud a public authority, that the owner may be precluded from asserting his beneficial ownership of the shares-It is trite law that a nominee arrangement per se whereby a person holds shares on trust for the real owner is not illegal-In a nominee arrangement there is a resulting trust relationship between the real owner and the registered shareholder; the registered shareholder being the trustee, and the real owner, the beneficiary-The principle that a nominee arrangement whereby a person holds shares on trust for the real owner is valid-“A share is movable and not immovable property. Legal title in a share is rested in the person to whom the share is allotted or transferred and whose name is on the register of members in respect of that share. It is also possible for a person to have shares registered in the name of a nominee, who will hold as trustee for him-It is trite that the court will not condone or lend its hand to a party who takes advantage of its own wrongdoings and comes to court without clean hands-Sections 56, 60A to 60D of the Companies Act 2016 mandate disclosure of beneficial owners to shares-sections 60A to 60D of the Companies Act 2016 are new provisions inserted via section 3 of the Companies (Amendment) Act 2024 Act A1701, and came into force only on 01-04-2024-64. The saving provision in section 31 of the Companies (Amendment) Act 2024 Act A1701 states that the amendment provisions are not to have any retrospective effect at all-that the plaintiff has no right to call and hold the EGM. Once the plaintiff had signed the Share Transfer Form and submitted the same to PYSB for registration, she is estopped from exercising any further right as a shareholder

Judges (1)

Leong Wai Hong Delivered

Parties (5)

Pembinaan Yokriskon Sdn Bhd Defendant Krisia binti Aris Palilah Plaintiff Muhammad Hasrullah bin Roslan Defendant Ong Li Hoon Defendant Zaiton binti Ahmad Defendant

Case Significance

Krisia Binti Aris Palilah v 1. ) Zaiton Binti Ahmad 2. ) Muhammad Hasrullah B... is a High Court (Mahkamah Tinggi) decision dated June 15, 2025 (citation: wa-22ncc-582-08-2023). The case was decided by Leong Wai Hong.

What was the outcome of Krisia Binti Aris Palilah v 1. ) Zaiton Binti Ahmad 2. ) Muhammad Hasrullah B...?

Krisia Binti Aris Palilah v 1. ) Zaiton Binti Ahmad 2. ) Muhammad Hasrullah B... is a High Court decision dated June 15, 2025. The case was heard by Leong Wai Hong. See the full judgment for details.