Social Finance Sdn Bhd v 1. ) Jamaliyah Binti Salleh 2. ) FK Technology Sdn Bhd 3. ) Khairy Fahmy Bin Mohd Karim

wa-24ncc-370-07-2025 High Court (Mahkamah Tinggi) 22 April 2026 • WA-24NCC-370-07/2025 • 17 min read
5 cases cited (0 SG, 5 foreign)

Outcome

I therefore granted the declaratory relief sought and ordered the registration of the transfer of the shares. As D2 has paid RM2 million to the Plaintiff and given that Learned Counsel for the Plaintiff has agreed to refund the payment, I further ordered that the sum of RM2 million be refunded to D2 within 30 days from the date of this order.

Quoted verbatim from the judgment of High Court (Mahkamah Tinggi) (wa-24ncc-370-07-2025). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

Moneylending — Illegal moneylending — Borrowing of RM4 million under Letter of Undertaking and Guarantee (LoUG) with 16% return — Default in repayment triggering agreed security enforcement mechanism of transferring 51% controlling shareholding — Whether single loan transaction at interest raises unrebutted presumption of carrying on moneylending business under Moneylenders Act 1951 — Distinguishing Triple Zest Trading & Suppliers v Applied Business Technologies Sdn Bhd — Exorbitant versus commercial return — Singularity of transaction arising from existing business relationship — Plaintiff successfully discharging burden of proof to rebut statutory presumption — LoUG held valid and enforceable. Contract — Enforcement of security — Post-transfer partial repayments and unpaid stated consideration — Whether constituting waiver, election, or approbation and reprobation — Contractual rights crystallised upon default — Defences legally unsustainable. Equity — Relief against forfeiture — Proportionate nature of security consequence — Commercial parties held to their willingly bargained bargain — Relief denied. Company Law — Share transfer — Company secretary’s refusal to register duly approved, adjudicated, and stamped share transfer instrument — Scope of duties under Sections 105 and 106 of the Companies Act 2016 — Company secretary having no discretion to adjudicate commercial disputes — Failure to act tantamount to breach of duty — Court ordering registration of transfer under Section 107 of the Companies Act 2016 subject to a refund of partial repayments.

Practice Areas

Moneylending Company Law Contract Equity & Trusts

Judges (1)

Muhammad Adam bin Abdullah Delivered

Counsel (6)

Azmi & Associates Firm Cheang & Ariff Firm Shahdan Anuar & Jamaludin Abdullah Abdul Rahman Firm Deanna Ternisha Counsel Defendant Hadi Mukhlis Khairulmaini Counsel Plaintiff Rusdy bin Ishak Counsel Defendant

Parties (4)

FK Technology Sdn Bhd Respondent Social Finance Sdn Bhd Applicant Jamaliyah binti Salleh Respondent Khairy Fahmy bin Mohd Karim Respondent

Statutes Cited

Companies Act 2016 (Cap 777)
Rules of Court 2012

Cases Cited (5)

UK (1)
[1973] 2 WLR 28
MY (4)
[1983] 1 CLJ 123 [1997] 1 CLJ 568 [2023] 10 CLJ 733 [2023] 6 MLJ 818

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-24ncc-370-07-2025)