in the court of appeal malaysia (appellate jurisdiction)

At the Board of Directors meeting that took place on 17.11.2003 the
members (including the directors from the petitioner) unanimously agreed
that the management of the 1 st respondent be instructed to request auditors to
include the verification of the said advance of RM3.78 million and the
alleged stock losses as part and parcel of the forthcoming annual audit for
the financial year ending 31.12.2003. There was a delay in instructing the
auditors due to the fact that at the beginning the Board members felt the fees
requested by the auditors were on the high side. Eventually the auditors
agreed to do the verification on an agreed fee. The “Report on Verifications
of Stock Loss and Advances from Ngiu Kee Sdn Bhd” was completed on
17.9.2004. It is interesting to note that even before the report was completed
the petitioner proceeded to the file the present petition. This was completely
against the Board’s unanimous decision to wait for the report before any
action could be taken. The evidence shows that according to the auditor’s
report, the stock loss and the advance had been verified and there should not
be any more grievances by the petitioner. Instead of waiting for the
auditor’s report to be finalized, the petitioner filed the present petition. In
our view, when the petitioner filed the petition, it was a total disregard of the
unanimous decision of the Board of Directors and total disregard of the
parties’ interest.
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