Tab 3 NG Kim Fong V Menang

[2020] 1 LNS 1263 Legal Network Series
DALAM MAHKAMAH RAYUAN MALAYSIA

(BIDANG KUASA RAYUAN)
[RAYUAN SIVIL NO: W–02(W)–727–04/2019]
ANTARA
NG KIM FONG … PERAYU

(NO. K/P: 610907-10-5918)
DAN
MENANG CORPORATION (M) BERHAD … RESPONDEN

(NO. SYARIKAT: 5383K)
(Dalam Mahkamah Tinggi Malaya di Kuala Lumpur

Dalam Wilayah Persekutuan Kuala Lumpur, Malaysia
(Bahagian Sivil)
Guaman No: WA– 22CY– 1-09/2016
Antara
Menang Corporation (M) Berhad … Plaintif

(NO. SYARIKAT: 5383-K)
Dan
Ng Kim Fong … Defendan

(NO. KP: 610907-10-5918)
CORAM: MARY LIM THIAM SUAN, HMR

HAS ZANAH MEHAT, HMR
S. NANTHA BALAN, HMR
1
JUDGMENT
Introduction
[1] The background facts and events which precipitated the

litigation between the parties to this appeal are such that it is
appropriate to preface this judgment by quoting an African
(Swahili) proverb which reads: “ when elephants fight, it is the
grass that suffers”. The Malay equivalent is, “ gajah sama gajah
berjuang, pelanduk mati di tengah -tengah”. Both these proverbs
mean that when giants engage in battle, it is the small person in
between who gets crushed. These proverbs quite aptly describe
the situation in which Ms. Ng Kim Fong (“ the appellant”)
found herself during the brief period from 9 th May 2016 up to
19 th July, 2016. The latter date being the appellant’s “ career
ending” date.
[2] To put it in context, the appellant contends that her career got
crushed as she was caught in the whirlpool of an interpersonal
dispute between the Deputy Managing Director (“ Dy
MD”)/Deputy Chief Executive Officer (“ Dy CEO”) of the
respondent, Mr. Toh May Fook (“Toh”) and the Managing
Director (“MD”/Chief Executive Officer (“ CEO”) of the
respondent, Dato’ Shun Leong Kwong (“ Dato’ Shun”).
[3] The appellant commenced employment with the respondent as

financial accountant on 13th February, 1989. The appellant w as
re-designated (promoted) as the Senior Group Accountant on 1 s t
January, 2001.
[4] She held that position until 19 th July, 2016 when she “ceased” to
be an employee of the respondent.
[5] The respondent is listed on the Main Board of Bursa Malaysia
2
Securities Berhad (“Bursa”) and are subject to the Main Market

Listing Requirements of Bursa, the Companies Act 2016 and the
Capital Market and Services Act 2007 (“ CMSA”). Being a
public listed company, the respondent is compelled to make
disclosure of all relevant information and events pertaining inter
alia, to its business and of its acquisition and disposal of assets.
[6] The appellant’s cessation of employment is evidenced by her

purported letter of “early retirement” dated 19 th July, 2016
(“the letter of retirement”). The circumstances which impelled
the appellant to issue the letter of retirement are controversial.
[7] The appellant had worked with the respondent for 27 years and 5
months when she gave the letter of retirement. The appellant
claims that she was forced out of employment as Dato’ Shun had
called her into his room and questioned her about a
memorandum which she had issued to the respondent’s Board of
Directors (“BOD”) and her “alignment” with Toh and had
wanted her to leave the respondent.
[8] The respondent does not dispute that there was a meeting in
Dato Shun’s room but maintains that the appellant “voluntarily”
opted for early retirement.
[9] The letter of retirement reads as:-
Dear Dato’ Shun,
FORMAL EARLY RETIREMENT NOTICE
I hereby would like to notify you my formal early notice of

retirement as a Senior Group Accountant effective 19 July
2016. I thank you for the opportunity to work with you.
Yours faithfully.
3
Ng Kim Fong.
[10] The appellant testified that she used her own words when
drafting the letter of retirement. The respondent contends that
the appellant’s voluntariness in wanting to retire early can be
gleaned from the language employed in the letter of retirement.
[11] The appellant would have reached her 55 th birthday on 7th

September, 2016. Under her contract of employment with the
respondent she would have been entitled to substantial
retirement benefits if she retired upon reaching her 55 th
birthday.
[12] Further, based on the Minimum Retirement Age Act 2012, she
could have (if she wanted to) worked until her 60th birthday.
Obviously, if she retired at the age of 60, her retirement benefits
would have been much higher than if she had retired at the age
of 55 years.
[13] The appellant contends that at all material times she followe d
the instructions of Toh who was brought in as Dy MD/Dy CEO
of the respondent on 22 nd April, 2016. He was removed as Dy
MD and Dy CEO of the respondent on 18 th July, 2016.
According to the appellant, she was caught in the middle of a
dispute between Toh and Dato’ Shun.
[14] Since around 9 th May, 2016, the appellant was placed under
Toh’s team and she took instructions from him. The
respondent’s Company Secretary, the late Mr. Ng Ah Wah was
also placed under Toh. There were a few other staff who were
also in the team. They were all paid an additional allowance as
part of the team under Toh. Dato’ Shun was not at all happy
with the fact that Toh had formed his own team. He said Toh
went ahead and formed his own “team” without clearing with
4
him.
[15] After Toh had been brought in and the team was formed, he
asked the appellant to provide information and documents
pertaining to some past land transactions. The land transaction
pertained to the sale of lands by the respondent’s wholly owned
subsidiary, Menang Development (M) Sdn Bhd (“ MDSB”) in
Seremban 3 to Selalu Manja Sdn Bhd.
[16] In this regard, Toh used MDSB to appoint a third party audit
firm, PKA Advisory Sdn Bhd (“ PKA”) to conduct a forensic
investigation over those land transactions. As instructed by Toh ,
the appellant disclosed the relevant information on the land
transactions to PKA.
[17] The respondent’s BOD were not informed of PKA’s

appointment. The appellant herself did not inform the
respondent’s BOD and neither did she inform Dato’ Shun about
PKA’s appointment or that she had been instructed by Toh to
look into the past land transactions or that information
concerning these transactions were being disclosed to PKA.
[18] As far as the appellant was concerned, whatever Toh knew,

Dato’ Shun would know and vice versa. Hence, she saw no
reason to inform Dato’ Shun about these matters.
[19] The appellant was in active communication with Toh and PKA
over the historical land transactions. On 29 th June, 2016, the
appellant issued an e-mail to Toh which reads :-
5
MEMORANDUM
FROM TO
Ng Kim Fong Mr Toh May Fook
Senior Group Deput y Group Managing Director
Accountant
SUBJECT DATE
Queries On Land Sale Transact To 29 June 2016
Selalu Manja Sdn Bhd
PRIVATE & CONFIDENTIAL
You have brought up some issues on land sale to Selalu

Manja Sdn Bhd whereby Selalu Manja Sdn Bhd had
successful constructed and sold about 69 units of shoplots
near UiTM Campus in Seremban 3 as follows:-
1) Any knowledge or confirmation who are the persons

behind the development of this project.
2) Land sale value transacted at RM10.27 per square

foot, whether it is of reasonable value.
KNOWLEDGE OF THE PERSONS WHO ARE

BEHIND THE COMPANY – SELALU MANJA SDN
BHD
After the acquisition of 50% portion of the unacquired

PT22212 Geran 159555 by Selalu Manja Sdn Bhd, Mr Too
Kok Leng and Mr Chiam Tau Meng, Independent Non -
Executive Directors of Menang Corporation (M) Berhad
had been in frequent discussion with me on the
apportionment of quit rent, assessment and sharing of
conversion premium of the said land.
6
Hence, I strongly believed that they are the persons who

were actively involved in the project development of 69
units of shoplots on the said land by Selalu Manja Sdn
Bhd.
Mr Teoh Choo Huang, Director, Puan Noriza Sharif,

General Manager, Madam Sow Yow Len, Sales &
Marketing manager of Menang Development (M) Sdn Bhd,
who were directly involved in the project development,
have knowledge of the persons behind Selalu Manja Sdn
Bhd.
You can ask them and they should be able to verify and
confirm the same.
In one occasion, Mr Too Kok Leng told me that Dato’ Shun

Leong Kwong requested him to appoint his brother, Mr
David Soon Yuow Kong to be the main broker for the
shoplot sales.”
LAND SALE VALUE TRANSACTED AT RM10.27 PER

SQUARE FOOT, WHETHER IT IS OF REASONABLE
VALUE
Below is a summary of land sale transacted around UiTM

Campus in Seremban 3,
Menang Development (M) Sdn Bhd

Review of Sale of Land Transaction
Selalu Manja Sdn Bhd
Date Part ies Land Area Sales Value Value (psf)

Details (sf) (RM) (RM)
22.09. IMSB UiTM Land 2,272,282 35,476,400 15.61
2010 Seremban 3 –
7
Compulsor y
Acquisit ion
2011 MDSB Selalu Manja PT22212 50% 253,171 2,600,000 10.27

Sdn Bhd portion
18.09. MDSB Regiland PT22212 Geran 253,171 3,850,000 15.21

2012 Propert ies 159555
Sdn Bhd
08.05. MDSB Velvet Valle y PT HS(D) 43642,711 2,625,517 61.47
2013 SB – Hatten 219890
Part of 1,660,410 sf out of the total land area of 2,166,752

sf of the property PT 22212 Geran 159555 (said land) has
been compulsorily acquired by the Authorities in year
2010.
50% portion of the unacquired said land was subsequently

sold to Selalu Manja Sdn Bhd at RM10.27 psf in year
2011.
The sales value transacted at RM10.27 psf was below the

market value of RM15.61 psf which was benchmarked by
compulsory acquisition in yea r 2010 for the purpose of
construction of UiTM Campus.
In year 2012, remaining balance of 50% of the unacquired

said land was sold to Regiland Properties Sdn Bhd at
8
RM15.21 psf.
Hence, the 50% portion of the unacquired said land sold to

Selalu Manja Sdn Bhd in year 2011 at RM10.27 psf may
not have been conducted at arm’s length.
For your comments and further action, please.
Regards,
Ng Kim Fong
[20] There was yet another land matter which was potentially
problematic for the respondent and/or for Dato’ Shun
personally. It had to do with the sale of the lands in Klang
involving a company called Prosper Commodity Group Sdn Bhd
under a Consortium Agreement dated 26 th March, 2010. The
lands became the subject of land acquisition and issues arose in
relation to the distribution of the compensation monies and tax
implications relating thereto. There were meetings between
Dato’ Shun and Toh on this topic. The appellant was present at
the meetings. These issues were still raging and there was no
closure.
[21] According to the appellant, she was impelled to issue a

memorandum dated 18 th July, 2016 (“the impugned memo”)
which was sent to Dato’ Shun and circulated to the members of
the respondent’s BOD. The impugned memo pertained to tax
implications and other corporate governance issues arising fro m
the Klang land transactions/Consortium agreement. It reads as
follows:-
9
MEMORANDUM
FROM TO
Ng Kim Fong Senior Group Accountant Dato’ Shun Leong Kwong (Group
Managing Director)
By e-mail / By Hand
CC
Mr Toh May Fook (Deput y

Managing Director),
Dato’ Abdul Mokhtar Ahmad

(Group Chairman),
Dat in Mariam Eusoff (Non-

Execut ive Group Deput y
Chairman), Dr. Christopher Shun
Kong Leng (Non-Independent, Non,
Execut ive Director),
Mr. Chiam Tau Meng (Indep endent

Non-Execut ive Director),
Mr Yoong Nim Chee (Indep endent

Non-Execut ive Director),
Mr Teoh Choo Huang (Director of

Menang Development (M) Sdn
Bhd),
Mr Ng Ah Wah (Company
Secretary / Group Accountant)
10
SUBJECT DATE
MENANG DEVELOPMENT (M) SDN 18.07.2016

BHD
MEETING WITH DATO’ SHUN ON

CONSORTIUM AGREEMENT
1) Per the meeting held on 14 July 2016 in the

presence of Dato’ Shun, Raja Ras hid, Ng Ah W a
h and Ng Kim Fong.
FORMAL LEGAL OPINION
You briefed us that you have sought out legal

opinion on the Consortium Agreement and opined
that it is legal and valid. It would be good if you
could arrange your solicitors for corporate
governance purposes to formally raise the opinion to
ensure all distributions via the Consortium
Agreement holds.
ADVERSE HUGE TAX EXPOSURE
We highlighted during the meeting that Menang

Development (M) Sdn Bhd (MDSB) could suffer a
potential tax payable of RM7.2 million upon
distribution of proceeds for the first tranche of
receipt from Borang H of RM30 million (net of
repayment of loan) via the Consortium Agreement.
Per computation, MDSB will receive a sum of RM5.0

million – from the distribution under Pacific Bright
Sdn Bhd. That would mean a cash outflow of RM1.2
11
million from the Company.
The tax input was provided by Mr Ong Chong Chee

of Advent MS Tax Consultants Sd n Bhd during the
meeting held with Prosper Commodity Group Sdn
Bhd and MDSB on 3 June 2016 and subsequently
reaffirmed by Mr Ong via his e-mail dated 16 June
2016. (Per Appendix A).
He also affirmed that for any future sale of remaining

lands, MDSB will continue to suffer tax losses and
tax payable upon distribution of proceeds under the
Consortium Agreement.
Your view is hereby sought on addressing this

matter.
REGULATORY IMPLICATIONS
We, Ng Ah Wah (Company Secretary / Group

Accountant) and Ng Kim Fong (Se nior Group
Accountant) had expressed our concerns to you on
the regulatory implications of the Consortium
Agreement and impact on us as officers of the
Company.
You have verbally offered to pay for the fine imposed

on us in event we are indicted by the regulatory
bodies. From our view, such offer is a naked insult to
our professionalism.
We, hereby seek written confirmation from you as

the Director in Charge that the Consortium
Agreement is in the best interests of the Company.
12
2) Proceeds from Acquisition of Klang Land
On 15 July 2016, Menang Corporation (M) Berhad is

in receipt of letters from Pacific Bright Sdn Bhd and
claims from Prosper Commodity Group Sdn Bhd and
Runding Waja Sdn Bhd for their 51% and 19%
entitlement respectively from the proceeds of
acquisition of Klang Land via the Consortium
Agreement (per Appendix B, Appendix C &
Appendix D).
All Directors and officers of the Company have

fiduciary duties to protect and safe guard the
interests of the Company at all times.
As such, all distributions under the Consortium

Agreement should not be considered until the legal
and financial impact of the said Agreement are
sorted out.
Regards,
Ng Kim Fong
Senior Group Accountant
[22] The impugned memo irked Dato’ Shun. He reacted quickly. On

18 th July, 2016 he removed Toh as the Dy MD/Dy CEO of the
respondent. The late Ng Ah Wah was also asked to hand in his
resignation.
[23] On 19 th July, 2016, he called the appellant into his office and
questioned her about the impugned memo and about her
“alignment” with Toh and had wanted her to leave.
[24] Dato’ Shun’s wife, Datin Mariam Binti Mohamed Eusoff
13
(“Datin Mariam”) (PW2) (Deputy Non-Executive Chairperson

of the respondent) was also present at that meeting. Their son -
in-law, Raja Shahruddin Rashid (“ Raja Shahruddin”) (PW3),
(who did not hold any position in the respondent ) and his wife
Marianna Binti Aly Shun (Dato’ Shun’s daughter) were waiting
outside the meeting room. There were 2 security guards who
were placed outside Dato Shun’s room.
[25] According to the appellant, Dato Shun wanted her out of the
respondent and that she was “forced” or “pressured” to put in
her letter of retirement. She then went to her workplace,
prepared and handed in the letter of retirement. On 11th August,
2016, she lodged a complaint with the office of the Director
General of Industrial Relations under Section 20 of the
Industrial Relations Act 1967 (Revised 1976) (“ IRA”), claiming
that she had been dismissed without just cause of excuse.
[26] On the other hand, the respondent claimed that whilst the
appellant was in employment and after she had left, she had
been wrongfully divulging various confidential and sensitive
information and documents to third parties. As far as the
respondent was concerned the appellant voluntarily retired w hen
confronted.
The suit
[27] The respondent alleged that the appellant had breached her
express or implied duties which she owed to the respondent. The
respondent’s pleaded case per the Amended Statement of Claim
is as follows:
“(3) Pursuant to the express and/or implied terms and

conditions of the Defendant’s employment with the
14
Plaintiff, the Defendant owes the tions Plaintiff (sic)

the duty to act for the Plaintiff’s interest, duties of
fidelity and good faith.
(4) In addition, the Defendant owes the Plaintiff:-
a. A duty not to disclose any confidential material

belonging to the Plaintiff.
b. Not to misuse the information belonging to the

Plaintiff in a manner detrimental to the
Plaintiff.
c. To take directions and instructions from the

board of directors of the Plaintiff.
d. To always act in the best interest of the

Plaintiff.
(5) The Plaintiff states from about July 2016 the

Defendant has acted contrary to her contractual
duties and legal obligations to the Plaintiff resulting
in breach of the contractual duties.
(6) The Plaintiff states that the Defendant from July

2016 has been accessing and forwarding confidential
material and information belonging to the Plaintiff to
parties that are not authorised by the Plaintiff and to
further assist in acts to destabilise the Plaintiff.
(7) The Defendant in breach of her contractual and legal

duties and obligations to the Plaintiff disclosed
details of the transactions involving the Plaintiff to
3 rd parties that were not authorized by the board of
directors of the Plaintiff to reccive (sic) this
15
information.
(8) The Defendant knowingly or otherwise took various

steps in order to destabilise the Plaintiff including
attempting to oust the managing director of the
Plaintiff or in the alternative sought to force the
managing director of the Plaintiff to divest his
interest in the Plaintiff.
(9) The Plaintiff states that the Defendant without the

knowledge and or the consent of the board of
directors of the Plaintiff started to investigate
transactions involving the Pla intiff which had been
previously ratified and reported.
(10) The Plaintiff states that the Defendant either on her

own accord or with the assistance of other
individuals started to investigate various transactions
and alleging that there were problems with these said
transactions. The Plaintiff states that the Defendant
had full knowledge of these transactions and had
been prior to this given full access to the documents
pertaining to these transactions and states that the
Defendant did not raise any issue with these
transactions.
(11) The Plaintiff states that the Defendant was the

individual responsible for the accounts of the
Plaintiff and had never raised any issue with the
transactions now being questioned until July 2016.
(12) The Plaintiff states that the allegations by the

Defendant that there were issues with the
transactions involving the Plaintiff is mischievous
16
and malicious calculated to damage the reputation

and financial standing of the Plaintiff.
(13) The Plaintiff states that the Defendant without the

consent and/or the knowledge of the board of
directors of the Plaintiff proceeded to release
confidential and sensitive information to 3 rd parties
including the following.
a. The Defendant without the knowledge or the
approval of the board of directors of the
Plaintiff assisted in the appointment of a
company called PKF Advisory Sdn Bhd to
conduct a review of the transactions entered
into by the Plaintiff’s subsidiary Menang (M)
Development Sdn. Bhd.
b. PKF Advisory Sdn Bhd were instructed by Toh
May Fook to identify all land sale transactions
but no further than the financial year ending
30.6.2005, to review all relevant documentation
concerning the sale transactions with a view to
report on the scope of the transactions and to
conduct the necessary enquiries with the
management.
c. In the alternative, the Plaintiff states that the
Defendant assisted in the appointment of PKF
Advisory Sdn Bhd even though without the
approval from the board of directors of the
Plaintiff to look for reasons to challe nge the
validity of the said transactions.”
[28] The respondent filed the Writ and Statement of Claim on 20 th

September, 2016 and sought to obtain injunctive orders to
17
restrain the appellant from having access to the respondent’s

information technology sys tem or the Dropbox account and to
restrain her from divulging the respondent’s information to third
parties. They also sought orders to compel her to deliver up
documents or information within her possession.
[29] The appellant counterclaimed for all losse s and damages

(including retirement benefits) on account of her loss of
employment (constructive dismissal). The appellant’s
counterclaim is premised on the fact that she was allegedly
forced to opt for an early retirement by the respondent. The
appellant therefore counterclaimed for:-
a. Loss of retirement benefits;
b. Loss of earnings;
c. Loss of special allowances, insurance, medical and other

benefits; and
d. Loss of employers’ contribution to the employees’

provident fund (EPF).
Decision of the High Court
[30] On 27 th March, 2019, after a full trial in the High Court, the
learned Judge (“the learned Judge”) allowed the respondent’s
claim in the main action and dismissed the counter -claim by the
appellant. He held that the appellant had “ voluntarily” retired
from employment and that by her actions, she was in breach of
her contract of employment. In his grounds of judgment, the
learned Judge refers to Toh as “TMF”.
[31] The relevant parts of the learned Judge’s grounds of judgment
18
pertaining to his conclusions are as follows:-
“[12] With reference to the Defendant’s contention that

she was only following instructions of TMF, this
Court is unable to agree with the stand taken by the
Defendant.
Firstly, the Defendant had admitted that she did not

inform the Plaintiff’s board of directors that she is
providing information on past transactions to TMF
and about the memorandum dated 29 -6-2016 on the
land sale to Selalu Manja Sdn Bhd which was only
issued to TMF (see page 237 to 238 of Bundle B).
Secondly, from the contents of Defendant’s own e -

mail to TMF, it was obvious that the Defendant had
chosen to align herself to TMF instead of the
Plaintiff (see e-mail dated 1-7-2016, 2-7-2016 at
pages 2401 and 241 of Bundle B; and 20 -7-2016 at
page 273 of Bundle B where the Defendant had listed
the matters to be carried out for purposes of ousting
the Managing Director, Dato Shun).
This Court therefore concludes of duties towards the

Plaintiff but in actual fact shows a conspiracy
between the Defendant and TMF to take over the
control of the Plaintiff from SP -1. Being a public
listed a company, such a bid to oust control will
definitely destabilise the Plaintiff company by
causing a negative impact on its reputation and
financial standing.
[13] Another important aspect that influenced the decision

of this Court was the demeanour of the witnesses
19
appearing for both parties. In the case of Shahrullah

bin Abdul Rakeb v. Public Prosecutor [2012] 4 MLJ
592, Abdul Malik Ishak J. elaborated as follows:
“Dictionary defines the word ‘demeanour’ in

many ways. Thus, it has been defined as
‘bearing’, ‘outward behaviour’, ‘conduct’,
‘mien’, ‘comportment’, ‘manner’ or even
‘appearance’. The Concise Oxford Dictionary at
p380 carries a definition of the word
‘demeanour’ which means ‘outward behavior or
beaning’.”
[14] Having seen the demeanour of the Defendant whist

giving evidence, this Court finds the testimony of the
Defendant with reference to what transpired during
the day in question was unconvincing compared to
that of the Plaintiff’s main witnesses namely, Sp-1
and SP-2.
Based on my observation, as much as the Defendant

had in the early part of her testimony tried to be very
calm, candid and composed, she later on became
defensive, to a certain extent evasive and could not
stop fidgeting when confronted with evidence not in
her favour.
Counterclaim
[15] In resisting the suit commenced by the Plaintiff, the

Defendant filed a counter claim for contending that
the Plaintiff had forced her out to retire.
Under the counterclaim, the Defendant sought for the
20
following reliefs:
i. loss of retirement benefits;
ii. loss of earnings;
iii. loss of special allowances, insurance, medical

and other benefits; and
iv. loss of employer’s contribution to the

Defendant’s provident fund (EPF).
[16] Having reviewed the evidence adduced by the

Defendant in support of her counterclaim, this Court
takes the view that the Defendant had not succeeded
in proving so as the evidence relied upon by the
Defendant clearly does not support her case
especially the evidence by SD3, the Defendant’s
colleague who clearly testified that the Defendant
only informed her that she had resigned and never
mentioned that she was forced to retire.
[17] Despite the Defendant’s attempt to portray a

gruesome picture of the Plaintiff’s of fice causing her
to feel threatened on the day of her purported sacking
(by saving that there were unknown men at the office
premise, the MD’s son and daughter were waiting
outside the MD’s office when the Defendant was
questioned by the MD (PW-1) and his wife (PW-2)
about the memo sent by the Defendant to the
Plaintiff’s board of directors), this Court is not
convinced of the situation. The fact that the
Defendant had gone back to the Plaintiff's office the
very next day and could walk into her former work
21
place without any problems clearly dispels the

Defendant’s version of what truly happened.
[18] This Court also refers to the e -mail dated 20-7-2016

at page 273 of Bundle B sent by the Defendant to
TMF wherein the Defendant wrote that she had opted
for early retirement. This e-mail is part of the
documents to which the Defendant had objected from
being accepted as evidence as can be seen at
paragraph [8] above.
Thus, it wasn’t a surprise when questioned during

cross examination by the Plaintiff’s counsel o n
whether he had received such e -mails from the
Defendant, TMF answered that he does not remember
having read or seen the e -mail before despite
agreeing that the recipient address of the e -mail was
TMF’s e-mail address.
[19] On the upshot, it is clear that the Defendant had on

19-7-2017 resigned on her own accord to her own
detriment causing her not being entitled to claim
retirement benefit as she had not attained the
required age of 55 years. If she had reached 55 years,
she would have been entitled to such retirement
benefits provided under her contract of employment
with the Plaintiff.
[32] The appellant’s appeal before this Court is directed at the

decision of the learned Judge dated 27 th March, 2019 wherein
the respondent’s claim against the appellant was allowed and the
appellant’s counterclaim was dismissed, with costs of
RM40,000.00.
22
Entry of Toh into the respondent
[33] As mentioned earlier, Toh was brought in as Dy MD/Dy CEO of

the respondent on 22 n d April 2016. He is a Chartered Accountant
by profession and has held various financial and senior
managerial positions in listed and other entities.
[34] Indeed, it is relevant to note that he was formerly the Group

Financial Controller of the respondent. And so he was not
entirely a newcomer to the respondent. At the time when he was
brought (or brought back) into the respondent, he held
23,753,500 ordinary shares of RM0.50 each in the respondent.
He was subsequently removed as Dy MD and Dy CEO of the
respondent on 18 th July 2016. Dato’ Shun perceived To h was
taking steps to displace him and take control of the respondent.
[35] Dato’ Shun formed the view that the appellant was “aligned” to
Toh and joined his “camp”. He said that Toh had an agenda to
get him out of the respondent. Dato’ Shun said that he had a
problem with Toh as he had a sinister agenda to oust him and
that the appellant was part of Toh’s agenda.
[36] In so far as the appellant’s role in the factual matrix is

concerned, the learned Judge made the following findings: -
36.1. that the appellant had conspired with Toh to take

control of the respondent from Dato’ Shun;
36.2. that the appellant breached her employment contract

in wrongfully disclosing confidential information and
documents to PKF; and
36.3. that the appellant voluntarily issued t he letter of

retirement and was not coerced or pressured by Dato’
Shun to do so.
23
Appellant’s job scope
[37] Turning now to the appellant’s job scope, it is clear that she
dealt with the financial affairs and overall accounting functions
of the respondent’s group of companies including its wholly
owned subsidiary, MDSB.
[38] The appellant also reported to the members of the BOD, the
audit committee, its external and internal auditors, and acted in
accordance with the instructions of the management team
namely the Chairman, Dato’ Abdul Mokhtar Ahmad (“ Dato’
Mokhtar”), Dato’ Shun and Toh.
[39] It is not in dispute that on 22 nd April, 2016, Dato’ Shun

appointed Toh as an Executive Director of the respondent and 4
days later, named him as Deputy Managing Director of the
respondent. Essentially, Toh became Dato’ Shun’s deputy. Toh
became directly involved in all operational matters and matters
requiring major decision making. Toh was assisted by the
appellant and the respondent’s company secretary, Mr. Ng Ah
Wah and they were paid additional allowances for their
increased duties.
Appellant acting on Toh’s instructions
[40] Throughout June and July 2016, Toh did the following: -
40.1. he queried the appellant on various land transactions,
40.2. he asked the appellant and Ng Ah Wah to prepare various

documents on past land transactions,
40.3. he appointed PKF to review the past land transactions and

asked the appellant to deliver documents to them, and
24
40.4. he dealt with the respondent’s tax issues as the

compensation monies received from the land acquisition
had to be paid to 3 rd parties (to whom the lands were sold
under the 2010 Consortium Agreement).
40.4.1. Mr. Ong Chong Chee of Advent MS Tax

Consultants Sdn Bhd (“MSTax”) highlighted
the tax impact on the respondent arising out of
the compensation monies which had to be
onward paid to the 3 rd parties;
40.4.2. Messrs Zaid Ibrahim & Co (“ZICO”) having

reviewed the Consortium Agreement, had
highlighted irregularities relating to the
agreement;
40.4.3. Mr. Lim Beng Guan of ZJ Advisory Sdn Bhd

(“ZJA”) proposed a solution called an “Out of
Company Approach” to resolve the
irregularities. The “Out of Company Approach”
would result in Dato’ Shun being personally
penalized;
40.4.4. not unnaturally, disagreements arose between

Dato’ Shun and Toh as to whether this Out of
Company Approach was the appropriate manner
to resolve the tax implications to the
respondent.
[41] There was a stiff push-back from Dato’ Shun on the Out of
Company Approach as he refused to sign the memorandu m of
understanding which was meant to resolve the irregularities.
[42] On 18 th July, 2016, the appellant issued the impugned memo to
25
the BOD of the respondent seeking instructions on the action to

be taken to pay the compensation under the Consortium
Agreement. The appellant said that the impugned memo was
issued for purposes of its contents being discussed at the BOD
meeting which was scheduled for 1 st August, 2016.
Meeting in Dato’ Shun’s room
[43] On the very next day on 19 th July, 2016, after lunch, Dato’ Shun
called the appellant into his room. His wife was present at the
meeting. The appellant claims that in that impromptu meeting,
both Dato’ Shun and his wife coerced the appellant into issuing
the letter of retirement.
[44] As soon as she issued the letter of retirement, Datin Mariam

ensured that the appellant packed up. She took away the keys
and pass-card from the appellant and asked that she leave
immediately even before the office day ended.
[45] She was never allowed back into the office. On 20 th July, 2019,
the appellant delivered a letter (from Toh) to the respondent.
She said she was made to wait outside the accounts department
to collect her personal belongings.
[46] The respondent’s actions are said to be inconsistent of their

treatment of the appellant where they suggested that she left
voluntarily.
[47] The appellant pointed to the fact that on 18 th July, 2016, the
respondent had also terminated Toh and re-designated him to a
non-executive position and also sought the late Ng Ah Wah’s
resignation as company secretary.
[48] After she ceased employment, the appellant raised the issues of
26
her removal to the BOD of the respondent, its audit committee

and auditors but did not receive a response.
48.1. The BOD never discussed the issues which the

appellant raised nor the various terminations.
48.2. Dato’ Shun forced the appellant to leave and wanted

her to state that she “agreed to an early retirement”.
48.3. The appellant never received any retirement benefits

which she was entitled to as she would have turned
55 years, 2 months later.
48.4. The respondent deprived the appellant of her

retirement benefits although she had worked for a
total of 27 years and 5 months (almost her entire
adult life) with the respondent.
[49] The appellant claimed that she never breached her employment
contract. She said that, as a public listed company, the
documents and information of the respondent are within the
public domain.
[50] She said that there was no information – allegedly confidential -

which she had wrongfully divulged. She said that Toh asked the
appellant and the late Ng Ah Wah to produce past documents
and they acted according to instructions.
[51] They also gave the documents to PKF whom the respondent
engaged (through MDSB) to review the respondent’s land
transactions.
[52] There was never any conspiracy. Indeed, conspiracy was not
even pleaded. There was no evidence of such actions which had
been tendered by the respondent or their witnesses. The
27
respondent also never filed any claim against Toh and they
never alleged how they were affected.
[53] The grievance turned out to be personal between Dato’ Shun

(and his family), and Toh. Only Dato’ Shun’s family were
witnesses at the trial and they raised bare allegations against the
appellant.
[54] The respondent’s other witnesses (including from PKF) did not
and could not identify a single piece of information as being
confidential and sensitive in nature and did not identify such
type of information which was wrongfully disclosed to PKF.
[55] The appellant highlighted the respondent’s inconsistency, in

that, although Dato’ Shun took umbrage with the fact that PKF
had been appointed to do forensic investigations into previous
land transactions; albeit without the respondent’s BOD
resolution authorizing PKF to do so, the respondent had called
two witnesses from PKF to testify on its behalf.
[56] In so far as the appellant was concerned, she was duty bound to
act on Toh’s instructions. And as per Toh’s instructions, the
appellant had to:-
56.1. answer his queries;
56.2. collate information and documents from the late Ng

Ah Wah and hand them to PKF;
56.3. deliver the Memorandum of Understanding on the

‘Out of Company Approach’ to Dato’ Shun for him
to sign;
56.4. face dissent amongst the respondent’s management

team.
28
[57] The appellant acted as was required of her and as instructed by

Toh. During the trial Toh testified that he directed the appellant
and she acted as per his instructions.
[58] The appellant was in no position to question Toh’s demands,

instructions or requirements. The appellant just listened to Toh’s
instructions and was caught in the specific matters which
subsequently became objectionable to Dato’ Shun.
[59] Toh claimed that he raised matters which were well within his
scope of duties and powers. Thus, the appellant would have been
in breach of her duties had she disobeyed Toh and would have
exposed herself to the risk of being summarily dismissed.
[60] Thus, the appellant contended that the respondent (through

Dato’ Shun) coerced, intimidated and forced her to leave. On
19 th July, 2016, Dato’ Shun and Datin Mariam called her up to
confront her and forced her to leave.
[61] The appellant served the respondent all her adult life for more
than 27 years, and she acted faithfully and dutifully and never
committed any misconduct.
[62] According to the appellant, she was the victim of the tussle
between Dato’ Shun and Toh and that Dato’ Shun wanted to get
rid of Toh, along with the appellant and the late Ng Ah Wah.
Respondent’s Claim
[63] The respondent’s claim against the appellant inter alia is for the
following:-
a. the appellant to return to the respondent all information

and documents including in electronic form belonging to
29
the respondent; and
b. the appellant be restrained from accessing the respondent ’s

information system.
[64] The respondent’s position is that Toh was removed as Dy

MD/Dy CEO of the respondent on 18 th July, 2016. He was
removed 3 months after he was appointed.
[65] According to the respondent, whilst Toh was with the

respondent, he was a destabilizing factor and had caused many
problems for the respondent. Essentially, Toh started to question
various land transactions that were entered into well before he
joined the respondent.
[66] Toh obtained information about the previous land deali ngs and
transactions of the respondent from the appellant. The appellant
also provided information to parties such as PKF. PKF was a
consultancy brought in by Toh.
[67] The appellant did not seek the permission of the respondent
before providing the information to Toh or PKF. The respondent
did not appoint PKF and no approval was given by the BOD of
the respondent for PKF’s appointment.
[68] The respondent’s position is that on 19 th July, 2016, Dato’ Shun

spoke to the appellant about the allegations raised by the
appellant. When the allegation was raised, the appellant
immediately offered to resign and opted for an early retirement.
[69] Hence, on 19 th July, 2016, the appellant “voluntarily” issued her

early notice of retirement and it was duly accepted by t he
respondent.
[70] The respondent contended that although the appellant had
30
offered to opt for an early retirement, she continued to interfere

in the respondent’s business.
[71] Specifically, the appellant continued to issue e -mails,

correspondences and sought to communicate with third parties in
respect of the respondent’s affairs.
[72] Further, prior to her early retirement, the appellant had

photocopied or downloaded information belonging to the
respondent from the computers belonging to the respondent.
[73] This information was further used by the appellant after she had
left the employment of the respondent. After leaving the
employment of the respondent, the appellant continued to access
the information technology system of the respondent.
[74] The appellant had without the consent or authority of the

respondent continued to log into the Dropbox which had been
set up by the appellant when she was working with the
respondent.
[75] Even though the respondent demanded that the appellant do

refrain from interfering with the respondent’s affairs and return
all documents and information to the respondent, the appellant
refused to do so.
[76] The respondent filed the suit as they were concerned that the
appellant may continue to use these documents to disrupt and
interfere with the business of the respondent. As such the
respondent filed the suit inter alia for the appellant to return all
documents and information belonging to the respondent.
[77] The appellant commenced industrial relation proceedings which

was dismissed by the Industrial Court on 2 nd August, 2019. The
appellant’s counterclaim herein is seeking similar remedies as
31
sought in the Industrial Court.
[78] The respondent states that there is no merit in the appellant’s

counterclaim. The appellant’s counterclaim is solely on the fact
she is entitled to work until the age of 60. This is simply not
correct as the appellant opted for early retirement.
[79] Further, the appellant is in any event, not entitled for the
retirement benefits as only employees w ho have attained the age
of 55 at the time of the early retirement, are entitled for such
retirement benefits. The appellant did not attain the age of 55
when she opted for early retirement on 19 th July, 2016.
[80] The respondent referred to the appellant’ s memorandum dated

29 th June, 2016, wherein the appellant gave her own opinion on
the transactions which took place years ago. The appellant also
did not consult the BOD of the respondent prior to giving her
opinion and information to Toh.
[81] The respondent contend that the learned Judge was correct in
taking the conduct of the appellant in issuing the memorandum
dated 29 th June, 2016 to Toh without informing the BOD of the
respondent and concluding that the appellant’s defence that she
was only carrying out the instructions of Toh, had no merits.
[82] The respondent also referred to an e -mail dated 1 st July, 2016

issued by the appellant to Toh. In this e -mail, the appellant
stated as follows:-
Jul 1 at 9:45 PM
Dear Mr Toh
You can label me “whatever” synd rome. But I live with my

heart rather than my head.
32
Yes, consultants are right when they dissect everything..

prima facie. They will never get to notice the sentiment
behind the actions.
Menang, we have struggled with cashflow ever since I

stepped foot there. We struggled, year after year to keep
the Company standing. You may say that the Directors mis
or do not know how to managed. However, I felt we are
fortunate. At times of dire straits, there always some
windfall somehow.
Many second board listed co ca me and went in 3-5 years

timeframe. Dato’ Shun be it whatever, he did really put
Menang on a life line.
Dato’ Shun and Dato’ Mokhtar compliment each other.

One stood on the financial, keeping the Co alive, the other
sourced out Government projects with his rapport. Even if
Dato’ Mokhtar succeeded in procuring PFI projects,
without Menang’s strength, it will never materialized.
Now I see lots of pain arising from ego fighting. One

refusing to step aside – after 27 years in reign and the
other eagerly to show his friends and shareholders he can
perform.
So they went all way to take out each other to extend of

fault finding, discrediting the other & ways to punish
financially.
Without, Dato’ Shun, you would never have an interest in

Menang. He should have let the Bank foreclose Klang
Land and Menang would have lost all the PFI projects plus
the land if he have known the desperate saving action
33
brought him so much pain.
Sales of properties in Seremban has always been slow.

There are so much supply. If not, for China demand in the
local investments, properties value would still remain low.
Town centre properties in Rasah Jaya was held over a

period of more than 20 years before it was finally disposed
at breakeven value.
Many companies out there & Banks making losse s and

Directors are taking millions ringgits or dollars of bonuses
& salaries. I am not condoning the actions.
You have the maestro to make money from your future

schemes and allow the shareholders to enjoy lots more
from it. The question is that “Do you really want to start
your future fruit path riding on this pain or hardship??”
Please find some ways less painful, palatable for both

you..
And I know you can do it.
I am not here to judge you in whatever you do. Money is

not everything but harmony, love, peace, appreciation,
gratitude, joy are more complete in living a life.
Regards,
Kim
[83] In a subsequent e-mail dated 2 nd July, 2016 issued by the

appellant to Toh, it was made clear that the appellant was fully
aware of the plan and intention of Toh and had agreed to this
34
plan which was to raise the issue of past transactions concerning

the respondent. The e-mail dated 2 nd July, 2016 reads as follows:
“Dear Mr Toh,
I know once you are clear on what you set out for, you are
determined to set it to the end. You are unstoppable. Just
like your ROXY days.
Truthfully, I never seen you worked so hard before with so

much passion. Now so much info disseminated. There are
not much choice but go forth.
I do not have the power to influence. It’s been very hard

for me. I wish I am not around to see this paid to both
people I cared for. I wish there is perfect harmonious
solution beyond all this.
Apparently not, it has gone so far and there is no turning

back. The intent was for him to concentrate on his PINK
diamond and you to do your stuff.
From Klang Land distribution-to lose control – to financial

loss-to RPT over a span of two months, it is just a
nightmare. What if anything happens to him at his age, you
could be blamed.
He is now desperate. Lying, selective memory loss. I hate

to think more ugliness to come, WAR OF ROSES.
Please ..if there is an amicable solution?? Lesser pain -less

punitive proposed by DS, just be open to it. So that, all of
us can put this behind us.
Regards
35
Kim”
[84] The respondent described the above-mentioned e-mails as a

clear reflection of the appellant’s motive in forwarding the
information to Toh and third parties without the consent of the
BOD of the respondent.
[85] Hence, it was argued that there was no basis in the appellant’s
contention that she was only carrying out the instructions of
Toh. Counsel said that the learned Judge also took into account
these e-mails in arriving at his conclusion that there is no basis
in the appellant’s defence.
[86] The appellant provided confidential docu ments to PKF without

the consent of the respondent. The respondent relied upon the
cases of Schmidt Scientific Sdn Bhd v. Ong Han Suan [1997] 5
MLJ 632 at page 644 and BT Engineering Sdn Bhd v. Team
United Resources Sdn Bhd & Anor [2012] 5 MLJ 720 at pages
735 and 736 in support of the allegation of breach of
confidentiality.
[87] The respondent also relied on the Court of Appeal’s decision in

Soh Chee Gee v. Syn Tai Hung Trading Sdn Bhd [2018] MLJU
1774; [2019] 2 MLJ 379 at paragraphs 44-47 pertaining to
breach of fiduciary duties by senior employees. However, the
issue of breach of fiduciary duties was not pressed during
argument before us. Rightly so. The only issue that had to be
considered is in regards to the appellant’s alleged misconduct in
divulging confidential information and documents to third
parties.
The impugned memo
[88] On 18 th July, 2016, the appellant issued the impugned memo to
36
Dato’ Shun (copied to all the members of the BOD ), raising

certain issues on the Consortium Agreement and the all eged
adverse tax exposure and the regulatory implications. In the
impugned memo too, the appellant did not disclose the fact that
PKF had been appointed to review the land transactions. This is
admitted by the appellant.
[89] Further, the matters raised by the appellant in the impugned

memo were not raised at any time by the appellant prior to it
being issued. The respondent contends that the impugned memo
was issued by the appellant to assist Toh to damage the
reputation and financial standing of the respo ndent.
Meeting on 19 th July, 2016 – Respondent’s version
[90] The respondent’s version is that, on 19 th July, 2016, Dato’ Shun

called the appellant to ask her about the impugned memo. When
he raised the issue of the impugned memo, the appellant
immediately offered to resign and opted for early retirement. On
the same day, she issued her notice of retirement and it was duly
accepted by the respondent.
[91] The respondent submits that the contents of the letter of

retirement especially “thanking” Dato’ Shun c learly shows that
there is no truth in the appellant’s allegation that she was forced
to issue this letter.
[92] Secondly, the evidence given by the appellant during cross

examination shows that the appellant in fact had time to prepare
the letter of retirement after the meeting with Dato’ Shun and
Datin Mariam.
[93] In this regard, counsel for the respondent emphasized that the
appellant agreed that after the said meeting, she went back to
37
her room, typed out the letter of retirement and then returned to
Dato’ Shun’s room and handed over the letter of retirement.
[94] The respondent contends that the appellant issued the letter of
retirement in an attempt to get retirement benefits. This is
corroborated by the fact that on 20 th July, 2016, the appellant iss ued
an e-mail to Toh where the appellant stated as follows: -
“Yes, I opt for early retirement and have yet to see the
computation of the calculation so I observe the right to review
that pending the early retirement package.”
[95] Next, the appellant’s own witness, SD-3 agreed that the
appellant informed her that the appellant had resigned.
SYN Tak ingat. Adakah Pn meneliti keadaan di

dalam pejabat pada masa Pn Ng Kim Fong
disuruh memasuki pejabat Managing Director,
iaitu Dato' Shun? Dan lepas itu, beliau keluar
dan pack barang dia. Adakah Pn ingat?
ZAZILA Saya tak ingat, sebab selepas balik makan, saya

sembahyang. Solat, pray. Yang saya ingat,
selepas jam, saya tak ingat pukul berapa, dia
beritahu dia nak balik, dia resign. Itu saja.
SYN Dia balik sahaja? Yang itu sahaja ingat?
ZAZILA Itu saja dia beritahu dia dah nak balik, dia
beritahu dia dah berhenti.
[96] It was argued for the respondent that the appellant is bound by
the evidence given by SD-3. In law a party to civil proceedings
is bound by the evidence of the witnesses he calls. (See:
Ratnavale v. Lourdenadin [1988] 2 MLJ 371 SC at page 380).
38
[97] The respondent also relied upon the fact that the appellant
returned to the respondent’s office on 20 th July, 2016, which is
the very next day after the appellant was (allegedly) forced to
issue the letter of retirement. The appellant agreed that she went
to the accounts room without any problem on 20 th July, 2016.
[98] Raja Shahruddin (who held no executive or other position in the

respondent at that time) saw the appellant in the accounts room.
He asked her to wait at the reception area and informed her that
he will get a staff to pack the appellant’s belongings.
[99] According to the respondent, this was done because if the

appellant went to the accounts ro om to take her belongings then
this may give rise to the perception that she is taking documents
or properties belonging to the respondent as she had already
“retired” on 19 th July, 2016.
[100] It was submitted that the conduct of the appellant in returnin g to

the respondent’s office on 20 th July, 2016 to collect her personal
belongings demonstrates that the appellant was not forced or
coerced into issuing the letter of retirement the day before.
[101] The respondent submits that the abovementioned facts do not

show that the appellant was forced to retire on 19 th July, 2016.
In any event the incident happened on 20 th July, 2016 after the
appellant opted for an early retirement on 19 th July, 2016.
The counterclaim
[102] The appellant’s counterclaim is premised on the assumption she

is entitled to work until the age of 60. The respondent submits
this is simply not correct as the facts set out above clearly show
that the appellant opted for an early retirement. As such, the
appellant is not entitled for any of t he reliefs as per the
39
counterclaim.
[103] The respondent further states that the appellant in any event is
not entitled for the retirement benefits as only employees who
attained the age of 55 at the time of the early retirement are
entitled for the retire ment benefits. The appellant did not attain
the age of 55 years when she opted for the early retirement on
19 th July, 2016.
[104] In so far as the appellant’s post “retirement” conduct is

concerned, it is relevant to note that she wrote the following e -
mails to the respondent’s internal and external auditors. The
first e-mail is dated 21 st July, 2016 to the external auditors. It
reads as follows:-
Dear All..
Sorry the date informed. All the events occurred on 19

July 2016 instead of 20 July 2016.
Regards Kim
On Thursday, July 21, 2016 9:42 AM, kim kim wrote: Dear
Dato’ Lock, Kenny and Zu Wei
On 19 July 2016, I wrote to Dato’ Shun questioning on the

Klang Land deal. (per memo attached)
On 20 July 2016, Dato’ Shun with the memo on hand and

Datin Mariam in the same room, he expressed his dislike.
After lengthy explanation on the reason why the memo had
to go out – is to protect and safeguard the company’s
interests and to cover personalities not involved in the
deal.
40
Datin said to Dato’ “Enough said. Pa, what do you want

to do with her?” I was therefore being coerced to leave
the company.
On the same day, the Deputy Managing Director Mr Toh

May Fook was re designated to Non Executive Director
without a Board Resolution. Our Company Secretary, Mr
Ng Ah Wah, was also coerced into making the
announcement without the compliance as he wrote a memo
questioning Dato’ Shun, why there is no announcement
made on Klang Land Acquisition.
Within that meeting of asking him to make the

announcement, Mr Ng Ah Wah was also asked t o leave the
Company.
Now Menang Office is in a state of being locked down,

with 2 heavy security guards posted and fronting the door.
None of the remaining staff, especially the Junior

Accountant were able to access any e -mails and WiFi.
They are also limited to certain information and heavily
guarded by Dato’ Shun secretary Ms Tan Shoo Li taking
turns by Raja Rashid (Dato’ Shun son-in-law) who is not
an officer of the Company eyeing and guarding the staff
every movement.
I would appreciated if you could note these

irregularities currently being carried out in Menang
Corporation (M) Berhad being a public listed company
and your role as Auditors of the Group in handling
situation like this.
Your staff is now at Menang’s office carrying out the
41
audit, could easily confirm the situation.
As the compensation of Klang Land is a huge sum, please

check subsequent payments after the financial year end for
any irregular payments and signatories to cheques
payments.
Regards
Ng Kim Fong
cc. Independent Directors
Mr Colin Too
Mr Chiam Tau Meng
Mr Yoong Nim Chee
[Emphasis added]
[105] Next, she sent a letter on 29 th July, 2016 to the respondent and
to all the members of the BOD. There was no response by the
respondent. It reads as follows:-
29 July 2016
Menang Corporation (M) Berhad
8 th Storey South Block
Wisma Selangor Dredging
142-A Jalan Ampang
50450 Kuala Lumpur
42
Atten: Board of Directors of Menang Corporation (M)

Berhad
YBhg Dato’ Abdul Mokhtar Ahmad
YBhg Dato’ Shun Leong Kwong
Mr Toh May Fook
YBhg Datin Mariam Eusoff
Dr. Christopher Shun Kong Leng
Mr Chiam Tau Meng
Mr Too Kok Leng
Mr Yoong Nim Chee
Dear Sirs,
MENANG CORPORATION (M) BERHAD – MS NG

KIM FONG : SENIOR GROUP ACCOUNTANT
On 16 June 2016, morning, I was called to Dato’ Shun

Leong Kwong’s office (Group Managing Director/ Group
Chief Executive Officer of Menang Corporation (M)
Berhad). In his office, his daughter, Marianna Aly Shun
was also present. She was seated on the couch.
During the meeting, Dato’ Shun told me there is going to

be a “big fight” soon with him and Mr Toh May Fook
(Deputy Group Managing Director of Menang Corporation
(M) Berhad). He wants me out of the Company before the
fight comes.
Dato’ Shun persuaded that since I am eligible for optional
43
retirement, I will be well compensated. He said the su m is

quite sizeable. I was totally puzzled and surprised by the
offer. I could never imagine he could coerce me into
taking such actions after 27 years’ service in the Company.
He completely disregarded my plea to the extension of my

presence till Septembe r 2016 to complete the audit for the
Group.
Being part of the senior management of the Company, I

was not told of any wrong doing on my part in respect of
my work and I am sincerely not aware of any misconduct
in carrying out my professional duties. I have been
carrying out my ordinary duties in my role for the last 27
years diligently, therefore I was in the state of shock when
manipulated by Dato’ Shun, being informed I am
standing in divided lines of loyalties and was asked to
leave with immediate effect.
On Thursday morning, 23 June 2016, Mr Ng Ah Wah,

Company Secretary cum Group Accountant and I were
called to meet in Dato’ Shun room. Dato’ Shun attempted
to deny that he had requested me to leave the Company but
I insisted that it was true. It was true that he has made the
request as narrated above. Later on, I was made to
understand that Mr Toh sort clarification with Dato’ Shun
on the employment status of Mr Ng Ah Wah being the
Company Secretary and I, being the Senior Group
Accountant.
Both Mr Ng Ah Wah and I were then summoned into Dato’

Shun’s room in the presence of Mr Toh. In that meeting, I
insisted was asked to leave on 16 June 2016. Mr Ng Ah
Wah mentioned that he has tendered his resignation too.
44
After a series of mediation by Mr Toh, Dato’ Shun

apologized for any misunderstanding caused. The meeting
concluded with assurance given by Dato’ Shun and Mr Toh
that both Mr Ng Ah Wah and I were very much needed at
this point in time and we should continue our service as
usual.
On 19 July 2016, after lunch, at the front door, there

were two intimidating strangers brought to the office by
Dato’ Shun. The atmosphere of the office were suddenly
surged with hostility and threatening presence with
existence of people who were unrelated to the Company.
Mr Ng Ah Wah came into the computer room shaken, told

me that he was forced to make an immediate
announcement to re designate Mr Toh May Fook’s position
from Deputy Managing Director of Menang Corporation
(M) Berhad to Non Independent and Non-Executive
Director. He was also coerced to leave the Company
straightaway thereafter.
Subsequently, I was called to Dato’ Shun room’s. Datin

Mariam Eusoff, Non-Executive Group Deputy
Chairman of Menang Corporation (M) Berhad was also
present. Raja Rashid (Dato’ Shun’s son in law) and
Mariana were both seated at secretary table outside
Dato’ Shun’s room.
Dato’ Shun brought up a certain memo that I raised to

him and he harassed me on the contents of memo. I
attempted to give my explanation but both Dato’ Shun
and Datin Mariam intensified their harassment and
coerced me to take up the early retirement. Upon
acceptance, Dato’ Shun exclaimed that was what he
45
wanted.
Being disoriented after a series of harassment and

coercion, I went back to my room typed the letter to
agree to take up the early retirement.
Datin Mariam came into the computer room shortly

after the meeting, insisted that I handover all keys and
passcard to the office before leaving that day which had
created more anxiety as it was not normal for her to
make such demands.
Ng Ah Wah and I quickly packed up whatever belongings

we had and we were escorted out of the office.
On 20 July 2016, I was requested by Mr Toh to deliver a

letter. Two intimidating strangers were posted at the front
door. Apparently, my room was lock ed out. Upon
delivering the letter, Raja Rashid asked the staff to
handover my left over personal items at the reception area
and I was escorted out of the office.
I hereby insist and maintain that I was forced to opt for

early retirement as there were numerous attempts by Dato’
Shun’s coercion action to estop me from carrying out my
role as the Senior Group Accountant.
I reserve all rights to my position Senior Group

Accountant of the Company and shall be on leave until my
personal safety is assured.
I am submitting this letter to the Board of Directors of

Menang Corporation (M) Berhad with the hope that the
Board can deliberate on my position giving due
recognition of the difficulties inflated by Dato’ Shun and
46
his family some of whom has no local standi i n the office,

let alone involved directly in the management of our
office’s affairs.
Yours faithfully
Ng Kim Fong
[Emphasis added]
[106] On 4 th August, 2016, the appellant sent the following letter to

the internal auditors of the respondent:-
04 August 2016
CGRM Infocomm Sdn Bhd
C-3-11, Block C, Plaza Damas
60, Jalan Sri Hartamas 1, Sri Hartamas
50480 Kuala Lumpur, Malaysia
Atten : Ms Jasmine Lee
By e-mail
Dear Sirs,
MENANG CORPORATION (M) BERHAD – MS NG

KIM FONG : SENIOR GROUP ACCOUNTANT
On 1 August 2016, I requested Mr Yoong Nim Chee,

Independent Non-Executive Director to table a letter
addressed to the Board of Directors of Menang
Corporation (M) Berhad during the Board Meeting on my
rights to my position as Senior Group Accountant of
Menang Corporation (M) Berhad.
47
A copy of the letter is hereby attached.
Dato’ Shun Leong Kwong, Group Managing Director /

Group Chief Executive Officer had made numerous
attempts leading to coercion action to estop me from
carrying out my professional duties as the Senior Gro up
Accountant of Menang Corporation (M) Berhad.
I hereby, inform you that I am invoking my rights under

Section 321 CAPITAL MARKETS AND SERVICES
ACT 2007 (Act 671).
Being the internal auditors of Menang Corporation (M)

Berhad, I hereby request you, in your professional capacity
to do the necessary to act on the irregularities and report
promptly to Bursa Malaysia in event you consider findings
are in breach of the Listing Requirements.
Thank you.
Yours faithfully
Ng Kim Fong
cc. Company Secretary – Ms Tai Yit Chan & Ms Chan

Yoke Peng (Contact No. 03-7720 1188)
[107] On 4 th August, 2016, she sent the following e -mail to the

external auditors:-
“Subject: MENANG CORPORATION (M) BERHAD –

MS KIM FONG: SENIOR GROUP
ACCOUNTANT
From: kim kim
48
Date: Thursday, August 4, 2016 10:49 AM
Dear Dato’ Lock Peng Kuan,
Attached herewith a letter requesting you, in your

professional capacity to do the necessary to act on the
irregularities commited by Dato’ Shun Leong Kwong
whilst carrying out my duties as the Senior Group
Accountant of Menang Corporation (M) Berhad.
Kindly be informed, the following parties has been

contacted to independently address the issue on the same
matter.
Audit Committee of Menang Corporation (M) Berhad
CHAIRMAN : Mr Chiam Tau Meng
Members : Mr Too Kok Leng, Mr Yoong Nim Chee
Internal Auditors – CGRM Infocomm Sdn Bhd
Ms Jasmine Lee
By early next week, I will be lodging a complaint with

Bursa Malaysia on the irregularities. Within that
complaint, all parties contacted to address this matter will
be highlighted.
Thank you. Regards
Ng Kim Fong
Attachments
• MCB-NgKimFong-BT.pdf (142.73KB)
• MCB-NgKimFong-SGA.pdf (767.42KB)”
49
[108] On 20 th July, 2016, the appellant is alleged to have sent the

following e-mail to Toh. During the trial, the appellant denied
sending this e-mail. The respondent submits, it is quite apparent
that it could only have been sent by the appellant. It reads as
follows:-
“Subject: so updates
Date: Wednesday, July 20, 2016 7:48 AM
Dear Mr Toh
Over the 2 months, there are lots colors added to ou r lives.

As you said, when you are here to do good things, there
will be lots of people who will come in to support you.
Cashflow of Menang
I do not think Dato’ Shun dare to use the RM30.0 million

for his own use to buy more shares. That is the consortium
money and he is accountable to Klang Group.
Ask Klang Group to pressure him on the deal, ensure

Klang Group consultants keep question him on the
legality, plus work out statements / schedule to ensure all
dues are captured. Banks statements that fund are s till
locked in.
You tell Klang Group have the safe guard their interest as
no Accountant any more in the Company to protect them.
To him, the money will be distributed under Pacific Bright

and he will use Ong CC to relook at the adverse tax
impact. The money belongs to PBSB all the RM30.0M will
have to be accountable under PBSB where Dato’ Edwin
Tee is the ……, so DS will not …..around with this
50
account and DS has to work out how the RM30.0M to be

paid exactly – distribution – tax – fees etc.
Menang’s portion of KLand Distribution – est. RM5.0M –

he will use it to pay for their salaries to fight you – legal
fees etc. As for Harasa RM2.0M he must have used up
already. As you said, there is only one source of income.
Prayfully, the balance of Rm20.0 million comes in later to

remove all financial bullets
No extra cash to pay Johawaki.. faced with pressure of

S218. There is lots of cashoutflow pressure as Datin say,
the shareholders will take care of it. They just don’t have
financial bullets
Menang Shares
Move of CShun’s 29 M shares to pledge for a margin plus

perhaps to hold on to Tuanku Heights Land together. 29M
* RM1.00* 1.4 (say margin) = RM10M. Probably they can

buy another RM10M value of shares and no cash to
convert warrants
Now is holding strong at above Rm1.00, why don’t you be

a bit cruel, buy sparsely today just to hold the price and let
them grab most of it at RM1.00. Monitor volume on what
he has bought about RM10M, do not support price and let
it go down to RM0.70 – 0.80 sen.
You still got lots of time to yr EGM, save your financial

bullets and grab more shares at lower prices.
Say if S218, on IMSB / Court order injunction –

announcement – price go down.
51
There will be a margin call and they need to find money or

sell shares. Market manipulation and yo u know how to do
it.. you need to be cruel now..
(I seen your soft soul).. and heart – you do not need to

justify anymore – 78 yrs old.. pain etc) saranghae..
We need to starve the soldiers so they do not have strength

to fight the war. Too much greed and cruelty we need to
cleanse
Court Order
Well S is polished, he and his family will not go to jail so

he will not destroy any documents. He locked us out, to
make sure we are not access to it. Well you get your
Injunction Court Order.
When I mentioned that, you seem to hold back. Things to

me and Ah Wah had happen for a reason. It is time for you
to drop the respect and sentiment for Shun’s family. It is
war time and your mission is to get them out Menang as
soon as possible.
Keep driving fear into them, no longer in words but action.

We need to act quickly to put DS on his knees. Otherwise
our mission is futile.
Remember you are here to protect shareholders interest.
Resignation of Co Sec & Accountant
You or Mr Yoong can write to demand why no

announcement on resignations and cc to Bursa. Let them
get queried.
52
Hmm My Role..
Today I will not go back to office .. but
I will write an e-mail to DS cc all directors
Reason
1) I am being coerce being blamed for the memo I send

out on Monday, the relationship was soured and I
was asked by DS what to do with me.
2) Yes, I opt for early retirement and have yet to see

the computation of the calculation so I observe the
right the review that pending the early retirement
package.
3) So I will be staying on as SGA until the computation

is agreed upon
4) For today 20.07.2016 I will be on leave and be back

to office on 21.07.2016
Ask DS to revert on e-mail if he disagree or agree

otherwise resume duties as usual.
Is that good enough
As for Ah Wah, I remember in once of the conv ersation, it

would be good if he resign.
Anyway we deal with Ah Wah later..
Regards
Kim”
53
[109] On 23 rd July 2016, the appellant apparently sent the following e -

mail to Toh.
Jul 23 at 12:51PM
Dear Mr Toh
Meanwhile I am trying to procure the latest Form 29 o f

MDSB for PKF
Can you please.. do the lodging of yr irregularities of your

re designation and the non announcement of top
management to Bursa and SC.. first
Let Brian come up the report professionally then you and

Nim Chee can make another trip to Bursa a nd SC
You need not need to do all together.
It would look more professional to you then.. It is becos

you found something not good then the re designation was
done to stop the report from coming out subsequently
For the latest Form 29, I will try to get Ta n to scan and ask
the auditor to use their PC to send out to me.. If not, then I
need to as BTilly manager to send me a copy. That is why
this will take time.
For those actions in hand, of which you can lodge.. do it

first.
Regards
Kim
[110] Her e-mail to Toh on 23 rd July 2016 (7.35pm) reads as follows:
54
Jul 23 at 7:35 PM
To May Fook Toh
Dear Mr Toh
I knew my life is over.. once I give you my handphone

another my life over since I eat the Kerang yesterday..
hmmm
Brenda asks me.. don’t my friends call me.. I told her I

have no friends.. except.. I Me and Myself
that is already too much…
I always told my mother.. It is becos of her, I never get to

sit still
My life is so filled with toy hobbles even apps chatting

with you.. Im looking at charts.. I am watching movies..
googling news
watch this.. feed everything soul.. humor plus thingy
[111] The appellant maintained that the respondent did not show and
did not identify how and what information was confidential,
sensitive and had to be kept away from public domai n, which
should never be the case when it concerned the dealings of a
public listed company.
[112] At any rate, the appellant contended that she was justified in
making disclosure to the third parties such as Toh and as a
matter of public interest as she was highlighting irregularities
within the respondent.
55
[113] In this respect, Dato’ Shun concurred that information of land

transactions whether of the respondent or of its subsidiaries are
part of documents which a public listed company had to disclose
anyway.
[114] Dato’ Shun agreed during cross -examination that as a public

listed company, the respondent had to be transparent and make
relevant disclosures of its dealings such as acquisitions and
disposals.
[115] He agreed that as a public listed company, w hatever information

which is sensitive should also go into the public domain because
it has the duty to disclose to shareholders and to the public at
large. He also agreed that sensitive information whether it be
commercial dealings, contracts or arrangeme nt with finances,
should also be disclosed in announcements to Bursa.
[116] Ultimately, after a full trial, the learned Judge said that the
appellant had not proven her case that she was forced to issue
the letter of retirement. The learned Judge said that she was not
truthful and based on her demeanour, she was obviously lying.
In this regard, he said that the appellant ‘later on became
defensive, to a certain extent evasive and could not stop
fidgeting when confronted with evidence not in her favour’ .
[117] The learned Judge concluded that the appellant was in breach of
her express and implied terms of her contract of employment
and found in favour of the respondent. He dismissed the
appellant’s counterclaim.
Our Decision
[118] Having heard the extensive s ubmissions of the respective

parties, we are satisfied that the learned Judge had erred in his
56
findings of fact and the conclusions which he had reached. In

our view, the learned Judge had failed to comprehensively
evaluate all the evidence led by the respective parties. In short,
the learned Judge was plainly wrong in the conclusions which he
had reached.
[119] The learned Judge (per paragraph 6 of the Grounds of Judgment)

found that the appellant had breached her contract of
employment when she, without the respondent’s prior consent,
provided various confidential information to PKF in the course
of employment and also during the post -employment
employment period.
[120] The 3 documents were the memorandum dated 29 th June 2016

(containing the appellant’s input on the land transactions ) fro m
the appellant to Toh; her e -mail from appellant to PKF dated
20 th July 2016 and 21 st July 2016 with more than 40 attachments
and many more.
[121] Consequently, the learned Judge found that the appellant had
breached clause 9(g) of the employment contract, finding that it
was obvious that the appellant wanted to cause damage to the
respondent’s reputation and standing to enable a corporate
takeover of the respondent by parties aligned to the appellant.
Clause 9(g) (sic) of the respondent’s Staff Employment Policy -
Terms of Service reads as:-
“9. Disciplinary Code
9.2 Disciplinary actions will be taken against an employee

if he commits any of the offences listed below:
9.2.1 Major Offences
57
(g) Disclosing commercial or manufacturing secrets or

calculations or designs or any other information .…”
[122] We are satisfied that the learned Judge erred in holding that the
appellant breached this term. At paragraph 9 of his judgment the
learned Judge held that the 3 documents and/o r information had
already been found to be confidential as stated in paragraph 6 of
his judgment.
[123] We have examined paragraph 6 of the learned Judge’s Grounds

of Judgment and with respect, while there is a finding, it is not
reasoned. In any case, we do not find any of the information to
be confidential as a matter of law.
[124] More materially, the evidence shows that the appellant did not
act on a frolic of her own as she had at all times acted under
instructions lawfully given by the then Dy MD/Dy C EO -Toh.
Thus she cannot be said to have been in breach of clause 9(g)
(sic).
[125] In fact, the appellant would have been in breach of her duties
had she disobeyed Toh and would have exposed herself to the
risk of being summarily dismissed. In this regard , Clause 9.2.1
(a) of the Staff Employment Policy -Terms of Service states:
“9. Disciplinary Code
9.2 Disciplinary actions will be taken against an

employee if he commits any of the offences listed below:
9.2.1 Major Offences
58
(a) Wilful insubordination or disobedience

whether alone or in combination with others, to
any lawful and reasonable order of a superior
of the Company.
…”
[126] It is important to emphasize that at all times the appellant was

acting as per Toh’s instructions. He confirmed them to be his
instructions at page 2 of SEDW4 at pages 581 of RA (Jilid 3):
‘I came to know that there were company land transactions

which were questionable. They involved the independent
directors of the Plaintiff, and David Soon. He is Dato’
Shun’s brother.
As the Deputy Managing Director, I took reasonable care

to query land transactions involving the Plaintiff and its
subsidiaries. I asked the Defendant and Ng Ah Wah to
compile and prepare relevant information and
documents.’
[127] Further, we do not find evidence to suggest that she was in any
way acting in tandem with Toh to undermine the respondent or
to damage the respondent’s reputation in the manner as alleged.
[128] If anything, the appellant’s conduct was consistent with her

position and responsibilities as the Group Senior Accountant
vis-a-vis the land transactions and the compensation to third
parties and the related tax implications or issues.
[129] Of course, the appellant may well have been rather too
enthusiastic in her e-mails to Toh as regards Dato’ Shun’s
59
involvement etc, but that of itself can hardly be grounds for

misconduct or a basis to conclude that she was part of Toh’s
purported agenda. In fact, Toh was quite adamant about
uncovering the truth about the historical land transactions.
[130] As for the contention that the appellant ought to have brought
her concerns to the BOD, whilst that may have been prudent on
hindsight, she had offered a reasonable explanation in that she
had reposed all activities to Toh who attended the BOD
meetings and whom she expected to have taken up either with
the BOD in general or Dato’ Shun in particular.
[131] On the issue of confidential information, it is in our view,

imperative to remind ourselves that the respondent had, via the
Amended Statement of Claim, taken the high road and mounted
their case on a plea of breach of express or implied terms of the
appellant’s contract of employment by reason of an alleged
wrongful disclosure of confidential (sensitive) information
and documents to third parties.
[132] The first point to note here is that the information and
documents must pass the test of having the quality or attributes
of confidence as may be recognised by law.
[133] The first question is -what in law, is confidential information ?

In this regard, we do not think that the description “sensitive”
adds anything to the discussion at hand. And so it becomes
necessary to hearken to the case law definition of “confidential
information”.
[134] Indeed, when queried on this point, counsel for the respondent
conceded (correctly in our view) that the information and
documents that are the subject of the respondent’s complaint
against the appellant do not fall within the traditional definition
60
of “confidential” in the sense as contemplated by the seminal

case of Faccenda Chicken Ltd v. Fowler [1987] Ch. 117; [1986]
3 W.L.R. 288; [1986] 1 All E.R. 617 CA.
[135] In this regard, it is relevant to refer to BT Engineering Sdn Bhd

v. Team United Resources Sdn Bhd & Anor [2012] 5 MLJ 720;
[2012] MLJU 351; [2012] 5 CLJ 800; [2012] 2 AMCR 165 HC,
where Hanipah Farikullah JC (now JCA) had examined the
relevant cases touching on the topic of breach of confidence and
it is worth recapitulating what she had said in her judgment [64 -
69], which reads as:-
BREACH OF CONFIDENCE
[64] I turn to consider the allegation of breach of

confidence. The plaintiff contended that the second
defendant has committed the tort of breach of
confidence.
[65] As stated earlier, the second defendant was a former

employee of the plaintiff, previously hired as a
consultant.
[66] Counsel for the plaintiff referred to the case of

Schmidt Scientific Sdn Bhd v. Ong Han Suan [1997] 5
MLJ 632, where the court held as follows:
Held, allowing the claim
(1) The duty of good faith or fidelity does not only

require that the employee refrains from misuse
or from disclosing information whilst still in
the employment of the employer. There is an
implied duty that prohibits the employee fro m
using any confidential information obtained
61
during his employment, without the employer 's

consent, for his own or someone else's use after
the employment contract ends.
In this case, apart from the general duty of

good faith and fidelity, the first, second, third
and fourth defendants — and through them the
fifth defendant — as ex-employees were also
under an implied duty not to use, divulge
and/or disclose to whomsoever, any
confidential information and/or trade secrets
obtained during the course of their employment
with the ex-employer after the employment had
ceased for their own or the fifth defendant's
benefit to the detriment of the plaintiff.
[67] In the case of Coco v. AN Clark (Engineers) Ltd

[1969] RPC 41 of most assistance. Megarry J held
that in order to succeed in an action for breach of
confidence the plaintiff must establish to the
satisfaction of the court the following three
conditions, namely:
•(a) that the information which the plaintiff is

seeking to protect is of a confidential nature ;
•(b) that the information in question was

communicated in circumstances importing an
obligation of confidence; and
•(c) that there must be an unauthorised useof the

information to the detriment of the party
communicating it.
62
[68] In the context of a relationship between employer

and an ex-employee, the law of confidentiality has
been set out clearly in the case of Faccenda Chicken
v. Fowler [1985] FSR 105 at p 114 as follows:
•(a) information which because of its trivial

character or easy accessibility from public
resources cannot be regarded by reasonable
persons or by the law as confidential. The
employee is at liberty to disclose it during his
service or afterwards as he pleases, even to a
competitor;
•(b) information which the employee must treat as

confidential (either because he is expressly told
it is or because from the character it is
obviously confidential) but which once learned
necessarily remains in the employee's head and
becomes part of his own skill and knowledge
applied in the course of his employer's
business.
So long as the employment continues, he

cannot otherwise use or disclose such
information. But when he is no longer in the
same service, the law allows him to use his full
skill and knowledge for his own benefit in
competition with his former master; and
•(c) specific trade secrets so confidential that,

even though may necessarily have been learned
by heart and even though the employee may
have left the service, cannot lawfully be used
save for the employer's benefit.
63
[69] The principles cited in the above authorities have

been adopted and applied by many local cases,
including the cases of Regent Decorators (M) Sdn
Bhd & Anor v. Michael Chee & Ors [1984] 2 MLJ
78; Schmidt Scientific Sdn Bhd v. Ong Han Suan &
Ors [1997] 5 MLJ 632; [1998] 1 CLJ 685; Electro
Cad Australia Pty Ltd & Ors v. Mejati RCS Sdn Bhd
& Ors [1998] 3 MLJ 422; [1998] 3 CLJ Supp 196;
Svenson Hair Center Sdn Bhd v. Irene Chin Zee Ling
[2008] 7 MLJ 903; [2008] 8 CLJ 386; Worldwide
Rota Dies Sdn Bhd v. Ronald Ong Cheow Joon
[2010] 8 MLJ 297.
[136] At any rate, even assuming that the information and/or

documents fall within the rubric of “confidential”, it is
important to bear in mind that under the law of confidence,
disclosure of confidential information may be permitted on the
grounds that there is an overriding public interest in having
those facts placed in the public domain.
[137] The defence of public interest would involve, for example, the
disclosure of evidence concerning the commission of criminal
offences and other serious unlawful/antisocial conduct, e.g. tax
evasion. This was established in the Englis h case of Gartside v.
Outram [1856], 26 LJ Ch 113, where Woods VC stated that:
"There is no confidence as to the disclosure of an iniquity .”
[138] In Initial Services Ltd v. Putterill [1968] 1 QB 396, [1967] 3 All

ER 145, [1967] 3 WLR 1032, |2 KIR 863, 111 Sol Jo 541 Initial
Services Ltd v. Puterill, Lord Denning MR extended the duty of
disclosure and stated that the exception was not limited to frauds
or misdeeds, but it extended to cover any such illegal behaviour
or misconduct that ought to be disclosed to other parties.
64
[139] Denning MR (p.405-406 QB) said:
“…Initial Services Ltd sought to strike out several of the

paragraphs in Mr Putterill's defence. The master (Master
Diamond) and the judge (Cusack J) refused to strike them
out. Initial Services Ltd appeal to this court. In support of
the appeal, counsel for Initial Services Ltd said that in the
employment of every servant there is implied an
obligation that he will not, before or after his service,
disclose information or documents which he has
received in confidence. Now I quite agree that there is
such an obligation. It is imposed by law. But it is
subject to exceptions.
Take a simple instance. Suppose a master tells his servant:

“I am going to falsify these sale notes and deceive the
customers. You are not to say anything about it to
anyone.”
If the master thereafter falsifies the sale notes, the servant

is entitled to say: “I am not going to stay any longer in the
service of a man who does such a thing. I will leave him
and report it to the customers.” It was so held in the case
of Gartside v. Outram ([1856], 26 LJ Ch 113, see at p 114
and at p 116). Counsel suggested that this exception was
confined to case where the master has been “guilty of a
crime or fraud”; but I do not think that it is so limi ted.
It extends to any misconduct of such a nature that it
ought in the public interest to be disclosed to others.
Wood, V-C, put it in a vivid phrase ([1856], 26 LJ Ch 113,
see at p 114 and at p 116): “ There is no confidence as to
the disclosure of iniquity.”
In Weld-Blundell v. Stephens ( [1919] 1 KB 520 at p 527 )
65
Bankes LJ rather suggested that the exception was limited

to the proposed or contemplated commission of a crime or
a civil wrong; but I should have thought that that was too
limited.
The exception should extend to crimes, frauds and

misdeeds, both those actually committed as well as
those in contemplation, provided always —and this is
essential—that the disclosure is justified in the public
interest. The reason is because “ no private obligations
can dispense with that universal one which lies on every
member of the society to discover every design which
may be formed, contrary to the laws of the society, to
destroy the public welfare.” See Annesley v. Earl of
Anglesed ([1743], 17 State Tr 1139 at pp 1223– 1246). The
disclosure must, I should think, be to one who has a proper
interest to receive the information. Thus it would be proper
to disclose a crime to the police; or a breach of the
Restrictive Trade Practices Act, 1956, to the registrar.
There may be cases where the misdeed is of such a
character that the public interest may demand, or at
least excuse, publication on a broader field, even to the
press.”
[140] Indeed, the appellant took the position that she had not divulged
anything that was confidential. Based on counsel’s concession
as stated earlier, the issue of breach of confidentiality does not
even arise.
[141] Even if it arises, based on the appellant’s stand that there were
“irregularities” in the land transactions, the disclosure was in
our view, protected by the principle as stated in Initial Services
Ltd v. Putterill. Further, as stated earlier, the appellant’s
66
disclosure of information and documents to PKA was based on

Toh’s instructions. On that premise, she did as instructed and
cannot be faulted in any manner whatsoever.
[142] At any rate, given that the respondent is a public listed entity,
any disclosure of the type that was communicated to the internal
and external auditors or as threatened by the appellant, to the
Securities Commission, cannot be thwarted or hindered by
injunctive orders of the type that were sought by the respondent.
[143] It may be recalled that during cross -examination, Dato’ Shun

could not even point to any information or document which the
respondent claimed was “sensitive”.
[144] If at all it was sensitive, such sensitivity may well have to do

with Dato’ Shun personally rather than to the respondent as a
corporate entity.
[145] Hence, if indeed there were (as alleged by the appellant)

irregularities of and concerning the land transactions, then those
whose hands are soiled will have to answer for the alleged
wrongdoing. But that is not for discussion or determination in
these proceedings.
[146] On the appellant’s counterclaim, it is obvious enough that what

has to be determined as a matter of proof is whether there was
evidence to support the appellant’s allegation that she was
forced into early retirement.
[147] The learned Judge found her claim unproven, relying on SD3’s
evidence and the fact that she returned to her office the next
day, walking into her office without any problems clearly
dispelling the appellant’s version of what had truly happened.
67
[148] In our view, the learned Judge should have (but did not)
critically examined Dato’ Shun’s evidence during cross-
examination to determine (as a matter of probability) what
really took place on that fateful day. It therefore falls on us to
undertake the evidential evaluation.
[149] Dato’ Shun’s evidence was as follows:-
“…
SYN It is my instructions, Dato’ that when this letter

was issued, you were in fact concerned that this
was a letter to the Board of Directors with a
view towards furthering the agenda, so called
agenda, which Toh May Fook, which you
alleged Toh May Fook to have. Would you
agree with me? So that when this letter was
issued to the Board, it was to further Toh May
Fook’s agenda and not for the questions. Not
for him, not for the Defendant to get the legal
opinion?
SHUN I would disagree with that opinion of yours.
SYN You do not agree with me that –
SHUN With that question, the way you have done, yes.
SYN This was to further Toh May Fook’s agenda?

Then, it’s my instructions that if it was not to
further any agenda and these were proper things
to be issued like giving an opinion and getting
a view in relation to the tax exposure, you
could have waited until the Board meeting was
68
held before you called in the Defendant on this

memo.
SHUN That is depend on my time table. If there is no

reason I have to meet straight away or three
days later or six days later.
SYN No, my question is that if this was to be

addressed to the Board, you could have left it
to the Board to decide at the Board meeting, all
these issues that were raised but instead you
chose to call the Defendant into the your room
immediately the next day.
SHUN No problem, for clarification, I have no

problem calling her earlier.
SYN You had no problem calling her earlier?
SHUN Calling her, no problem.
SYN Alright. Then if you had no problem calling her

in, what was the issue that you raised with the
Defendant on the Memorandum? Why was there
a need for you to raise any issues on the
Memorandum with the Defendant?
SHUN This is I was seeking clarification here and

there, let’s see let her explain to me. Let’s see.
SYN You say you were seeking clarification.
SHUN Yes, I need clarification from her.
SYN My, my instructions are that you did, you were

not issuing a clarification but you had called
69
her in because you did not want her to issue a

memo.
SHUN No. I didn’t say that.
SYN Which called her… Just, if you could just bear

with me.
SHUN Sure, sure.
SYN You did not want her to issue the memo which
would call for answers which could not be put
up by the Board.
SHUN Not necessary, no, answer is no.
SYN My, my instructions are that there was no lega l

opinion that the distribution was proper other
than the one that was put up by Zaid Ibrahim at
that time. Do you agree with me?
SHUN Disagree
SYN Right. My instructions are that as a result of the

Zaid Ibrahim opinion, you were in fact asked to
sign a Memorandum of Agreement to call for
your personal liability in relation to the
Consortium Agreement, which you did not
agree.
SHUN Of course I did not agree. To sign that, to sign

that so-called out of company solution.
SYN Alright and, and it is my instructions that

because you had not agreed, the, and the
distribution was being called for to be made,
70
the Defendant had no choice but to issue the

letter to ask for confirmation and for the
legality of the payment which you were not
happy with. Do you agree?
SHUN No, I disagree.
SYN Alright. It is my instructions, Dato’ Shun, that

in fact all you had done was to call the
Defendant into you room in the presence of
Datin Mariam to ask, to tell her that she should
leave because she had not, she should not have
issued the Memorandum.
SHUN Ok, absolutely no to that.
SYN Now, my instructions are that because you have

asked her to leave and she –
SHUN I just said I did not do that.
SYN My instructions are that you had in fact told her

that she should retire from the company.
SHUN No, no again.
SYN Then there is no reason if you had merely

seeking clarification from her, for her to opt for
early retirement.
SHUN No, I did not force her to resign or anything.

I just said in the light of all this, you are
speaking on behalf of the new guy, what do
you want to propose to do? I was hoping she
would come to our side, ok, maybe I mean I
made some mistake, come let me be you
71
know. I said what do you want to do? Oh, I

opt for early retirement. She immediately
left, typed the letter and gave it to me.
SYN Ok, so –
SHUN I was surprised in fact by that.
SYN Let me, let me try and understand this.
SHUN Yes.
SYN You said that you thought that if there was

some irregularities she was hoping to come on
your side as opposed to the new guys.
SHUN No, no, no, no. I said you have point out this
and that. You are obviously taking a position of
somebody. Let’s clarify. You have been with
me for 27 years, why you are changing now?
That was my hope. When she asked for early
retirement, I was in fact surprised. I did not
expect her to leave.
Much less than your assumption that I

pressured her to resign. Far from it, I would tell
you, far from it.
…”
“…
SYN That you have asked her to take a side which

you feel would contradict with the matters that
were raised in relation to the memo.
72
SHUN No, I would say, ok, I would say –
SYN Would you agree with this statement that the

matters raised in this memo would show that it
was a stand which would not be taken by you
side if you like?
SHUN No, I didn’t say that. We would –
SYN Would you agree –
SHUN That’s why I prepared to say go ahead, get a

Consultant, get the tax resolved, get the
distribution resolved. I did not tell her no, you
cannot do this, you cannot do that. Get it done.
I had tremendous faith in this girl actually, you
don’t realise that.
SYN My instructions are, Dato’, that at that point in

time there was no opinion that could rectify the
distribution had you not taken-
SHUN I already –
SYN Any personal liability under the Memorandum

of Understanding.
SHUN I already said not to that already. You want

legal opinion, we are legal opinion. You ask for
a copy, you get a copy.
SYN Alright, so, and my instructions are that you

did not, that the Defendant did not offer to
resign but you told her to leave because she
was not able to take on your side and retract
the matter that was given.
73
SHUN No, no I just said what do you want to do

now, given the situation. She said I take
early retirement.
SYN Alright.
SHUN And she just left and typed a letter and gave it
to me.
SYN Alright. My instructions are –
SHUN And the letter is on file.
SYN My instructions are that she did not offer to

take early retirement, you can disagree or agree
with me.
SHUN Ok. Ok.
SYN But in fact you had forced her to leave the

office.
SHUN Absolutely no.
SYN And called it early retirement.
SHUN Absolutely no to that.
SYN Alright, so you disagree with the proposition.
SHUN Disagree.
SYN Right. My instructions are that you had asked

her to write the letter immediately after the
meeting was over.
SHUN No. Never. She went and volunteered and wrote

me the letter of early retirement.
74
…”
[Emphasis and underlining added]
[150] Having considered the full factual matrix, in particular the

answers elicited in cross -examination of Dato’ Shun
particularly, the parts which were emphasized and underlined as
above, it is clear to us that the situation in which the appellant
was placed, left her with no option but to leave immediately.
From his answers during cross-examination, it is also clear to us
that Dato’ Shun quite unequivocally presented the appellant with
“Hobson’s choice”-i.e. no choice. He just wanted her out of the
respondent.
[151] Dato’ Shun’s utterances to the appellant, “what do you want to

do now, given the situation” is in our view, pregnant with
meaning. These words, when taken together with all the
surrounding and attendant circumstances, unequivocally meant
that the appellant had to leave now or else she will be sacked.
That, to us, is a manifestation of a forced resignation.
[152] In the result, we are satisfied that the audio -visual advantage
which the learned Judge had (and which we are deprived of)
appears to have been lost in the final assessment of the evidence
as a whole.
[153] The learned Judge seems to have been focusing on the

appellant’s demeanor and behavior in the witness box rather
than to test the allegation against the contemporaneous
documents and events and in particular to Dato’ Shun’s own
testimony as alluded to above.
[154] The question to be asked is whether the fact that the appellant
went back to the office on 20 th July 2016, seemingly without any
75
problem and the fact that she told SD3 that she had resigned
tells us anything about what actually transpired in Dato’ Shun’s
room on 19 th July 2016?
[155] In our view, the appellant’s conduct in going back to the office
the next day to deliver a letter from Toh and to collect her
things and/or that she told SD3 that she had resigned is neither
here nor there. It is in our view, neutral in terms of what had
transpired in Dato’ Shun’s room.
[156] The question which ought to have been at the forefront of the
learned Judge’s mind should have been -whether Dato’ Shun had
in his conversation with the appellant, unequivocally indicated
or intimated or implied that she should leave the respondent
immediately. To us, the answer is quite obvious. He just wanted
her out of the respondent as he felt that she was not loyal to him
and had instead, teamed up with Toh.
[157] No doubt, in his answers during cross-examination, Dato’ Shun

said that he was “surprised” that the appellant had opted for
early retirement. That to our mind, was a disingenuous answer
which was intended to mitigate the effect of what he had done to
the appellant to procure her resignation.
[158] In this regard, it is important to note that in her post 19 th July,

2016 e-mail communications, the appellant had unmistakably
mentioned that she was “coerced” out of her employment.
[159] Indeed, it is to be noted that the appellant’s strongly worded e -

mail to the respondent dated 29 th July, 2016 (copied to its BOD
members) was not even repudiated by the respondent. The
respondent’s non-response is most telling in the circumstances.
76
[160] If there was no coercion that was exerted on the appellant, then
in the ordinary course of e vents, the respondent would have
promptly and firmly responded to state unequivocally that the
appellant had tendered her letter of retirement on her own
volition. The respondent just kept silent to a serious allegation
that was formally made by their own Ex-Senior Group
Accountant and did not respond to her e-mail.
[161] In the circumstances, the respondent’s silence (or non -response)

permits an inference that the appellant was speaking the truth
when she claimed that she was coerced or forced to leave the
respondent.
[162] Indeed, in this regard, it is necessary to ask ( which the learned

Judge did not), why would the appellant, who was about 2
months shy of reaching her 55 th birthday and having spent
almost her entire adult life working for the respondent,
“spontaneously” tender her letter of retirement and give up her
substantial monetary entitlements by way of contractual
retirement benefits.
[163] During cross-examination Dato’ Shun tried to say that he had no

issues with the impugned memo and that he ju st wanted the
appellant to “clarify” and that he was more interested in finding
out why she had switched allegiances to Toh.
[164] Looking at the entire matrix of events, it is quite clear that

Dato’ Shun was irked by the fact that appellant was working
with Toh and had forced the issue over the land deals and had
raised issues and questions impacting on corporate governance
and fiduciary duties.
[165] It was submitted for the respondent that as the Senior Group
Accountant of the respondent and its group of companies, the
77
appellant was privy to all the historical land transactions and

had not raised any issue previously with regard to these
transactions which were all being resurrected up by Toh who
had just come in as the Dy MD/Dy CEO of the respondent.
[166] In our view, the question still remains – were there irregularities
which warranted forensic investigations? It is immaterial in our
view that the appellant did or said nothing about these land
transactions in the past.
[167] If she was derelict in her duties as the Senior Group Accountant
by reason of her failure to raise issues at the material time, then
it was entirely open to the respondent to have taken action
against her. That is an entirely different matter altogether. The
question of alleged irregularities cannot and should not be
conflated with the appellant’s previous action, inaction or
acquiescence over these land transactions. In the upshot, the
appellant’s counterclaim was proved on a balance of
probabilities and ought to have been allowed.
Quantum of damages
[168] In so far as quantum is concerned, we are mindful of the

common law’s stricture as to the amount of damages that is
permissible for loss of employment. At the outset, we are
constrained to state that we do not disagree with the pro position
that was lucidly enunciated by HRH Raja Azlan Shah CJ
(Malaya) in Fung Keong Rubber Manufacturing (M) Sdn Bhd v.
Lee Eng Kiat & Ors [1981] 1 MLJ 238 FC (p. 239), where he
said:-
“In the case of a claim for wrongful dismissal, a workman

may bring an action for damages at common law. This is
78
the usual remedy for breach of contract, eg, a summary

dismissal where the workman has not committed
misconduct.
The rewards, however, are rather meagre because

in practice the damages are limited to the pay
which would have been earned by the workman
had the proper period of notice been given.
He may even get less than the wages for the period of
notice if it can be proved that he could obtain similar
job immediately or during the notice period with
some other employer.
He cannot sue for wounded feelings or loss of

reputation caused by a summary dismissal, where for
instance he was dismissed on a groundless charge of
dishonesty. At common law it is not possible for a
wrongfully dismissed workman to obtain an order for
reinstatement because the common law knew only
one remedy, viz., an award of damages. Further, the
courts will not normally "reinstate" a workman who
has been wrongfully dismissed by granting a
declaration that his dismissal was invalid: see Vine v.
National Dock Labour Board [1957] AC 488, 500,
507; Francis v. Municipal Councillors of Kuala
Lumpur [1962] 1 WLR 1411; [1962] MLJ 407. At the
most it will declare that it was wrongful. However
his common law right has been profoundably affected
in this country by the system of industrial awards
enacted in the Industrial Relations Act, 1967.
The wrongfully dismissed workman can now look to

the remedies provided by the arbitration system. He
79
can now look to the authorities or his union to

prosecute the employer and force the latter to
reinstate him.
Reinstatement, a statutorily recognized form of

specific performance, has become a normal remedy
and this coupled with a full refund of his wages
could certainly far exceed the meagre damages
normally granted at common law.”
[169] Later in AETNA Universal Insurance Sdn Bhd v. Ooi Meng Sua
[2001] 3 MLJ 502 CA Gopal Sri Ram JCA (at 504) said:-
“The common law governing the relationship of master and

servant is clear. It is contained in the following
propositions.
(1) A master is entitled to summarily dismiss his

servant at any time, notwithstanding any
contractual provision requiring the giving of
notice of termination.
(2) If a dismissal is challenged, the burden is on

the master to justify it: SR Fox v. Ek Liong Hin
Ltd [1957] MLJ 1.
(3) If the master fails to justify the dismissal,

then he must pay the servant such damages
as are just in lieu of proper notice.
(4) A master who has given no reason or a bad

reason for summarily dismissing his servant
may, at the trial of the action, justify the
dismissal for a good reason.”
80
[170] We were told that the appellant’s complaint of wrongful

dismissal was dismissed by the Industrial Court. It was
submitted for the respondent that the Civil Court and by
extension this Court is barred from giving any form of relief for
the appellant’s wrongful dismissal.
[171] In this regard, the respondent relied on section 20(4) of the

Industrial Relations Act 1967 (Revised 1967) (“ IRA”) which
reads: “(4) Where an award has been made under subs ection (3),
the award shall operate as a bar to any action for damages by
the workman in any court in respect of wrongful dismissal ”. It is
of course rather tempting to conclude that based on a plain
reading of section 20(4) of the IRA, the appellant’s rig ht to be
paid her contractual benefits has been snuffed out merely
because she lost in the Industrial Court.
[172] However, having considered the issue, and based on the peculiar
facts of the present appeal, we do not agree that section 20(4) of
the IRA bars the civil courts from granting the appellant relief
by way of payment of her contractual entitlement i.e. retirement
benefits which she was deprived of due to the “forced
retirement” in the circumstances as described in the earlier part
of our conclusions.
[173] Whilst we agree that the civil courts are not permitted to award
any form of monetary compensation for wrong dismissal ( apart
from the payment of wages in lieu of notice ), we do not think
that section 20 (4) of the IRA can be relied upon to deny the
appellant her retirement benefits, which she would have been
entitled to had she been allowed to work up her maximum
retirement age of 60 years.
[174] Of course, the respondent would in our view have stood on

firmer ground had the Industrial Court handed down an award in
81
the appellant’s favour as in that event, all the monetary

components of her claim predicated on a complaint of dismissal
without just cause or excuse would or may have been subsumed
in the award of the Industrial Court.
[175] We must go on record as stating that the factual situation here is

quite unique. Thus, but for the events which took place on 19 t h
July 2016, the appellant would have worked until her 60th
birthday and thereby entitling her to her full retirement benefits
as per her contract of employment.
[176] Accordingly, we do not see any legal (statutory) or equitable

impediment or restriction on this Court granting the appellant
relief by way of her retirement benefits which she was
contractually entitled to in the ordinary course of events.
Outcome
[177] In the circumstances, we find that the appellant is entitled in law

to damages for breach of contract, not as compensation for loss
of employment, but in the form of payment of her contractual
retirement benefits as provided in clause 25.3(c) of the Staff
Employment Policy -Terms of Service, calculated up to
retirement age by law; that is, 60 years, 1.5 months x 17 years x
RM10,850 = RM276,675.00. That sum shall carry interest at 5%
per annum from 1 st August, 2016 till the date of full payment or
realization.
Costs
[178] Costs of RM70,000.00 (subject to allocator) was ordered as

costs here and below. The appeal is therefore allowed and the
decision of High Court on 27 th March, 2019 is hereby set aside
82
and the order on the appella nt’s counterclaim is as pronounced

above.
Dated: 3 FEBRUARY 2020
(S NANTHA BALAN)
Judge
Court of Appeal Malaysia
COUNSEL:
For the appellant -Ng Sai Yeng & Teoh Chye Yi; M/s Raja, Darryl & Loh
For the respondent -Sanjay Mohanasundram & K Gobinath; M/s Sanjay Mohan
Case(s) referred to:
Schmidt Scientific Sdn Bhd v. Ong Han Suan [1997] 5 MLJ 632 HC at page 644
Soh Chee Gee v. Syn Tai Hung Trading Sdn Bhd [2018] MLJU 1774; [2019] 2
MLJ 379 CA
BT Engineering Sdn Bhd v. Team United Resources Sdn Bhd & Anor [2012] 5
MLJ 720; [2012] MLJU 351; [2012] 5 CLJ 800; [2012] 2 AMCR 165 HC
Ratnavale v. Lourdenadin [1988] 2 MLJ 371 SC
Faccenda Chicken Ltd v. Fowler [1987] Ch. 117; [1986] 3 W.L.R. 288; [1986]
1 All E.R. 617 CA
Gartside v. Outram [1856], 26 LJ Ch 113
Initial Services Ltd v. Putterill [1968] 1 QB 396; [1967] 3 All ER 145; [1967] 3
WLR 1032; 2 KIR 863, 111 Sol Jo 541 CA
Fung Keong Rubber Manufacturing (M) Sdn Bhd v. Lee Eng Kiat & Ors [1981]
1 MLJ 238 FC
83
AETNA Universal Insurance Sdn Bhd v. Ooi Meng Sua [2001] 3 MLJ 502 CA
Legislation referred to:
Industrial Relations Act 1967, s. 20 (4)
84

Tab 3 NG Kim Fong V Menang

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Tab 3 NG Kim Fong V Menang

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[2020] 1 LNS 1263 Legal Network Series

DALAM MAHKAMAH RAYUAN MALAYSIA

NG KIM FONG … PERAYU

MENANG CORPORATION (M) BERHAD … RESPONDEN

(Dalam Mahkamah Tinggi Malaya di Kuala Lumpur

Menang Corporation (M) Berhad … Plaintif

Ng Kim Fong … Defendan

CORAM: MARY LIM THIAM SUAN, HMR

[1] The background facts and events which precipitated the

[3] The appellant commenced employment with the respondent as

[5] The respondent is listed on the Main Board of Bursa Malaysia

Securities Berhad (“Bursa”) and are subject to the Main Market

[6] The appellant’s cessation of employment is evidenced by her

[9] The letter of retirement reads as:-

Dear Dato’ Shun,

FORMAL EARLY RETIREMENT NOTICE

I hereby would like to notify you my formal early notice of

[11] The appellant would have reached her 55 th birthday on 7th

[17] The respondent’s BOD were not informed of PKA’s

[18] As far as the appellant was concerned, whatever Toh knew,

PRIVATE & CONFIDENTIAL

You have brought up some issues on land sale to Selalu

1) Any knowledge or confirmation who are the persons

2) Land sale value transacted at RM10.27 per square

KNOWLEDGE OF THE PERSONS WHO ARE

After the acquisition of 50% portion of the unacquired

Hence, I strongly believed that they are the persons who

Mr Teoh Choo Huang, Director, Puan Noriza Sharif,

In one occasion, Mr Too Kok Leng told me that Dato’ Shun

LAND SALE VALUE TRANSACTED AT RM10.27 PER

Below is a summary of land sale transacted around UiTM

Menang Development (M) Sdn Bhd

Date Part ies Land Area Sales Value Value (psf)

2011 MDSB Selalu Manja PT22212 50% 253,171 2,600,000 10.27

18.09. MDSB Regiland PT22212 Geran 253,171 3,850,000 15.21

Part of 1,660,410 sf out of the total land area of 2,166,752

50% portion of the unacquired said land was subsequently

The sales value transacted at RM10.27 psf was below the

In year 2012, remaining balance of 50% of the unacquired

Hence, the 50% portion of the unacquired said land sold to

For your comments and further action, please.

[21] According to the appellant, she was impelled to issue a

Mr Toh May Fook (Deput y

Dato’ Abdul Mokhtar Ahmad

Dat in Mariam Eusoff (Non-

Mr. Chiam Tau Meng (Indep endent

Mr Yoong Nim Chee (Indep endent

Mr Teoh Choo Huang (Director of

MENANG DEVELOPMENT (M) SDN 18.07.2016

MEETING WITH DATO’ SHUN ON

1) Per the meeting held on 14 July 2016 in the

FORMAL LEGAL OPINION

You briefed us that you have sought out legal

ADVERSE HUGE TAX EXPOSURE

We highlighted during the meeting that Menang

Per computation, MDSB will receive a sum of RM5.0

million from the Company.

The tax input was provided by Mr Ong Chong Chee

He also affirmed that for any future sale of remaining

Your view is hereby sought on addressing this

We, Ng Ah Wah (Company Secretary / Group

You have verbally offered to pay for the fine imposed

We, hereby seek written confirmation from you as