1. ) TADMANSORI HOLDINGS SDN. BHD. 2. ) DATUK SERI UTAMA TENGKU ADNAN BIN TENGKU MANSOR 3. ) DATO' DR. TENGKU RETHWAN BIN TENGKU MANSOR 1. ) DANCOM TELECOMMUNICATIONS (M) SDN. BHD. 2. ) THREE WELLS HOLDINGS SDN. BHD. 3. ) DATUK LIU THIM SOO

WA-22NCC-332-05/2024 Kand. 195 24/06/2025 10:36:27 IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN THE FEDERAL TERRITORY OF KUALA LUMPUR WRIT SUMMONS NO: WA-22NCC-332-05/2024 BETWEEN 1) TADMANSORI HOLDINGS SDN. BHD. (Company No.: 198701005116 (163787-U)) 2) DATUK SERI UTAMA TENGKU ADNAN BIN TENGKU MANSOR (IC No.: 501220-04-5119) 3) DATO’ DR. TENGKU RETHWAN BIN TENGKU MANSOR (IC No.: 541029-71-5037) …PLAINTIFFS AND 1) DANCOM TELECOMMUNICATIONS (M) SDN. BHD. (Company No.: 198601008207 (157400-P)) 2) THREE WELLS HOLDINGS SDN. BHD. (Company No.: 199101002088 (212399-W)) 1 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal 3) DATUK LIU THIM SOON (IC No.: 541205-10-5431) 4) DATIN TAN KUI MOI (IC No.: 550809-05-5230) 5) LIU YOONG CHWEN (IC No.: 841026-14-5301) …DEFENDANTS Judgment [Striking out of suit] Introduction [1] Courts will strike out a suit based on the principles of "let the loss lie where it falls" and in pari delicto when the parties are equally at fault in an illegal or immoral transaction. The courts act on the Latin maxim “Ex turpi causa non oritur actio”, which states that no action arises from a dishonourable cause. [2] The maxim in pari delicto (“in equal fault”) can be displaced or moderated by three considerations commonly referred to as the “trio of considerations” first propounded in the English Supreme Court case of Patel v Mirza [2016] UKSC 42 [“Patel”] and accepted by our courts. 2 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [3] The above maxim and principles are relied on by the defendants in five separate applications filed by the five defendants here to strike out the plaintiffs’ Writ and Amended Statement of Claim [Enclosure 6] pursuant to Order 18 rule 19(1)(a) and/or (b), (c) and (d) of the Rules of Court 2012 [“ROC 2012”]. [See Enclosures 31 to 35]. [4] The Amended Statement of Claim [Enclosure 6] concerns a dispute in relation to a Share Sale Agreement. [5] The three plaintiffs are all represented by Messrs Satha & Co. The five defendants are all represented by Messrs Mohana Krishnan. The plaintiffs filed one common written submission and one common reply written submission. The defendants filed one common written submission and one common reply written submission. [6] On 21-04-2025, I allowed all five striking out applications with costs of RM 6,000 for each defendant subject to allocatur. [7] Consequent to my striking out decision, I also set aside an ad-interim injunction [Enclosure 7] granted earlier by consent in favour of the plaintiffs with costs of RM 10,000 subject to allocatur. [8] On 15-05-2025, the plaintiffs filed six Notices of Appeal to appeal to the Court of Appeal against my striking out of their writ and Amended Statement of Claim and the setting aside of the ad-interim injunction. These are my grounds of judgment. Background Facts 3 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Parties [9] The 1st plaintiff Tadmansori Holdings Sdn. Bhd. [“Tadmansori”] is a private limited company incorporated under the Companies Act 1965 having its registered address at Lot 6.06, 6th Floor, Semua House, Jalan Bunus 6, 50100 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur and business address at 23-2 Jalan Setiawangsa 9, Taman Setiawangsa, 54200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur. Tadmansori is involved in the business of investment holding and provision of management services. [10] The 2nd plaintiff Datuk Seri Utama Tengku Adnan Bin Tengku Mansor [“Tengku Adnan”] is the majority shareholder of Tadmansori. Tengku Adnan has held significant political and governmental positions, including being the former Secretary General of the United Malay National Organisation (“UMNO”) political party and the former Treasurer General of the Barisan Nasional political alliance or coalition. Additionally, Tengku Adnan has been the former Member of Parliament for Putrajaya and had previously served as the Minister for Federal Territories from 16-05-2013 to 09-05-2018 and Minister for Tourism from 14-02-2006 to 18-03-2008 within the Government of Malaysia. [11] The 3rd plaintiff Dato’ Dr. Tengku Rethwan Bin Tengku Mansor [“Tengku Rethwan”] is an individual with an address at 29, Jalan SS7/2, Kelana Jaya, 47301 Petaling Jaya, Selangor. Tengku Rethwan has been the director of Tadmansori since 02-05-1990. Tengku Rethwan is also a minority shareholder of Tadmansori. 4 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [12] The 1st defendant Dancom Telecommunications (M) Sdn. Bhd. [“Dancom”] is a private limited company incorporated under the Companies Act 1965, having its registered address at B-3-9, 3rd Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur and business address at Wisma Dancom, Lot 5, Lorong 51A/227B, 46100 Petaling Jaya, Selangor. [13] Dancom was formerly known as Riswell Enterprise Sdn. Bhd., Danish Communication (M) Sdn. Bhd. and Dancom Marketing (M) Sdn. Bhd. Dancom is involved in the business of trading and installation of telecommunication equipment and apparatus. [14] The 2nd defendant Three Wells Holdings Sdn. Bhd. [“Three Wells”] is a private limited company incorporated under the Companies Act 1965, having its registered address at Lot 6.06, 6th Floor, Semua House, Jalan Bunus 6, 50100 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur and business address at Lot 5, Lorong 51A/227B, 46100 Petaling Jaya, Selangor. Three Wells is involved in the business of investment holding and general trading. [15] The 3rd defendant Datuk Liu Thim Soon [“Datuk Liu”] is an individual with an address at 7, Jalan 5/19B, 46000 Petaling Jaya, Selangor. Datuk Liu has been a director of Dancom and Three Wells since 25- 02-1987 and 11-04-1995 respectively. [16] The 4th defendant Datin Tan Kui Moi [“Datin Tan”] is an individual with an address at 2, Jalan 17/21G, 46400 Petaling Jaya, Selangor. Datin 5 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Tan is the wife of Datuk Liu. Datin Tan is also the director of Dancom and Three Wells since 02-08-2019 and 20-06-2005 respectively. [17] The 5th defendant Liu Yoong Chwen [“Kingston Liu”] is an individual with an address at 7, Jalan 5/19B, 46000 Petaling Jaya, Selangor. Kingston Liu is the son of Datuk Liu the 3rd defendant. Kingston Liu is also a director of Three Wells the 2nd defendant since 29-06-2012. Tadmansori’s Shareholders [18] All of the issued shares in Tadmansori are held by the 2nd plaintiff Tengku Adnan and his brother the 3rd plaintiff Tengku Rethwan. Tengku Rethwan is also one of the four directors in Tadmansori. [See Enclosure 59 plaintiff’s 1st affidavit in reply exhibit TA-1 pages 99 and 100]. Directors and Shareholders of Three Wells [19] The 3rd defendant Datuk Liu, his wife the 4th defendant Datin Tan and their son the 5th defendant Kingston Liu are the directors of the 2nd defendant Three Wells. They also hold all the issued shares of Three Wells. Directors and Shareholders of Dancom [20] Datuk Liu and Tengku Adnan were appointed as directors of the 1st defendant Dancom on 25-02-1987. 6 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [21] Sometime in 1994, following the exit of foreign shareholders, all of Dancom’s issued shares were held as follows: - i. Tadmansori held 5,200,000 ordinary shares (“Shares”); and ii. Datuk Liu held 1,300,000 ordinary shares. [22] Tengku Rethwan was appointed as a director of Dancom on 19-08- 1994. Tengku Adnan resigned as a director of Dancom on 24-09-1999 and was replaced by his son, Tengku Daud Shah Bin Tengku Adnan (“Tengku Daud”). [23] The board of directors of Dancom comprised of Datuk Liu, Tengku Rethwan and Tengku Daud. Tadmansori’s Loan to Dancom [24] Tadmansori had advanced a sum of RM 10,000,000 as loan to Dancom (“the Loan”). A balance of RM 9,000,000 of the Loan remained outstanding (“Balance Loan”). [25] The Balance Loan together with interest, was fully settled by Dancom by month instalment payments made between October 2019 and December 2023. [26] On 15-11-2018, Tengku Adnan was charged for graft. Share Sale Agreement dated 28-06-2019 in relation to Dancom 7 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [27] On 28-06-2019 Tadmansori and Three Wells executed a Share Sale Agreement in relation to Dancom (“Share Sale Agreement”) dated 28- 06-2019, whereby Tadmansori sold the Shares to Three Wells for a purchase consideration of RM10 million (“Purchase Price”). [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.3 at page 18 and Exhibits LTS-1 at pages 27 to 41] [28] On 28-06-2019, Tadmansori executed a Form of Transfer dated 28-06- 2019 for the transfer of the Shares to Three Wells. [29] The Share Sale Agreement and the Form of Transfer were both duly executed by Tengku Rethwan on behalf of Tadmansori and the same duly stamped. [30] On 26-07-2019, the Shares were transferred to Three Wells. [31] On 02-08-2019, Tengku Rethwan and Tengku Daud both resigned as directors of Dancom. Letter of Agreement dated 28-06-2019 and Trust Deed cum Power of Attorney [32] Besides the Share Sale Agreement, Tadmansori, Tengku Rethwan, Datuk Liu and Three Wells also executed the following documents for the sale of the Shares- i. Letter of Agreement dated 28-6-2019; and 8 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal ii. An undated Trust Deed cum Power of Attorney. [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.4 at page 18 and Exhibits LTS-2 at pages 43 to 47 and LTS-3 at pages 49 to 53] [33] Parties by the Letter of Agreement dated 28-06-2019 agreed therein that pending full payment: - i. Three Wells shall hold the shares for the benefit of Tadmansori [55%] and Tengku Rethwan [ 5%]; and ii. For the said purpose, parties shall enter into a Trust Deed cum Power of Attorney. Supplemental Agreement dated 07-12-2019 to make Datuk Liu personally liable to pay the Purchase Price if Three Wells defaults [34] By a Supplemental Agreement dated 07-12-2019, Tadmansori and Three Wells varied the instalment payments terms contained in the Share Sale Agreement to, inter-alia, make Datuk Liu personally liable to pay the Purchase Price if Three Wells defaults. [35] It was agreed as follows: - i. In the event Three Wells is unable to pay the Purchase Price in accordance with the agreed deferred payment instalment schedule, Datuk Liu shall personally assume the outstanding 9 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Purchase Price as a debt, free of interest and which shall be payable after Dancom settles the Balance Loan with interest which Dancom had taken from Tadmansori; [See Clause 2.1.2]. ii. Tadmansori shall not treat any delay or failure by Three Wells to comply with the deferred payment instalment schedule as a fundamental breach; [See Clause 2.1.3] and iii. Tadmansori agreed to further vary the deferred payment instalment schedule and grant Three Wells or Datuk Liu more indulgence to pay the Purchase Price, should the need arise due to the performance of Dancom, the Malaysian economy and global outlook. [See Clause 2.1.4]. [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.4 at page 18 and Exhibit LTS-4 at page 59] Tengku Adnan convicted [36] On 21-12-2020, Tengku Adnan was convicted for graft by the Kuala Lumpur High Court. Tengku Adnan acquitted on 16-07-2021 [37] On 16-07-2021, Tengku Adnan was acquitted of all criminal charges by the Court of Appeal. [See Enclosure 6 Amended SOC paragraph 76]. 10 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Purchase Price settled in full by Three Wells [38] Between 29-12-2021 to 08-06-2023, the Purchase Price was settled in full by Three Wells by way 7 instalment payments made by cheques on 29-10-2021, 08-04-2022,17-06-2022, 07-10-2022, 10-02-2023, 07- 04-2023 and 08-06-2023. [39] Each of the said 7 instalment payments were signed and acknowledged as received by Tengku Rethwan on behalf of Tadmansori on covering letters of Three Wells. [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.6 at page 19 and Exhibit LTS-6 at pages 68 to 81] Letter of demand from plaintiffs dated 20-02-2024 [40] Tengku Adnan alleged that he met with Datuk Liu on 16-01-2024 and 24-01-2024 to demand for the Shares back. [See letters of demand paragraph 3[xviii] in Enclosure 138 plaintiffs’ 5th affidavit in reply at Exhibits TA-11 to TA-15 pages 15 to 62]. [41] On 20-02-2024, the plaintiffs sent a letter of demand each to the 2nd to 5th defendants alleging the Share Sale Agreement is a sham and demanded for the transfer of the Share back to the 1st plaintiff. [See Enclosure 6 Amended SOC paragraph 84]. [42] The letters of demand can be seen in Enclosure 138 plaintiffs’ 5th affidavit in reply at Exhibits TA-11 to TA-15 pages 15 to 62. 11 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [43] I note the two alleged meetings were held and the letters of demand were sent about 2 years 6 months after Tengku Adnan was acquitted of all criminal charges by the Court of Appeal on 16-07-2021. [44] The defendants disputed the letter of demand by two letters dated 21- 02-2024 and 04-03-2024. [See plaintiffs’ affidavit Enclosure 138 paragraph 10-11 at page 12 and Exhibits TA-16 at page 64 and T-17 at page 67]. Suit by plaintiffs against defendants [45] The plaintiffs filed a suit against the defendants on 21-05-2024. Defence of the defendants [46] The 2nd defendants filed its Defence dated 29-07-2024. The 3rd defendants filed his Defence dated 29-07-2024. The 4th and 5th defendants filed their Defence dated 29-07-2024. Striking out applications [47] On 21-10-2024, five separate applications were filed by the five defendants to strike out the plaintiffs’ Writ and Amended Statement of Claim [Enclosure 6] pursuant to Order 18 rule 19(1)(a) and/or (b), (c) and (d) of the ROC 2012. [See Enclosures 31 to 35]. The law on striking out under Order 18 rule 19 ROC 2012 12 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [48] Order 18 rule 19 ROC 2012 needs no introduction to the litigation bar. It reads as follows- Striking out pleadings and endorsements (O. 18 r. 19) (1) The Court may at any stage of the proceedings order to be struck out or amended any pleading or the endorsement, of any writ in the action, or anything in any pleading or in the endorsement, on the ground that- (a) it discloses no reasonable cause of action or defence, as the case may be; (b) it is scandalous, frivolous or vexatious; (c) it may prejudice, embarrass or delay the fair trial of the action; or (d) it is otherwise an abuse of the process of the Court, and may order the action to be stayed or dismissed or judgment to be entered accordingly, as the case may be. (2) No evidence shall be admissible on an application under subparagraph (1)(a). (3) This rule shall, as far as applicable, apply to an originating summons as if it were a pleading. [49] Similarly, Order 92 rule 4 ROC 2012 needs no introduction to the litigation bar. It reads as follows- 13 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Inherent powers of the Court (O 92 r 4) For the removal of doubt it is hereby declared that nothing in these Rules shall be deemed to limit or affect the inherent powers of the Court to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the Court. [50] A plaintiff resisting a striking out application will invariably rely on the 1993 case of Bandar Builder Sdn Bhd & 2 Ors v United Malayan Corporation Bhd [1993] 4 CLJ 7, SC [“Bandar Builder”] at 11 e – h, where Mohamed Dzaiddin bin Hj Abdullah SCJ [delivering judgment of the court] said- The principles upon which the Court acts in exercising its power under any of the four limbs of O. 18 r. 19(1) Rules of the High Court are well settled. It is only in plain and obvious cases that recourse should be had to the summary process under this rule (per Lindley M.R. in Hubbuck v. Wilkinson [1899] 1 QB 86, p. 91), and this summary procedure can only be adopted when it can be clearly seen that a claim or answer is on the face of it “obviously unsustainable” (Attorney-General of Duchy of Lancaster v. L. & N.W. Ry. Co. [1892] 3 Ch. 274, CA). It cannot be exercised by a minute examination of the documents and facts of the case, in order to see whether the party has a cause of action or a defence (Wenlock v. Moloney [1965] 1 WLR 1238; [1965] 2 All ER 871, CA.). The authorities further show that if there is a point of law which requires serious discussion, an objection should be taken on the pleadings and the point set down for argument under O. 33 r. 3 (which is in para materia with our O. 33 r. 2 Rules of the High Court) (Hubbuck v. Wilkinson) (supra). The Court must be satisfied that there is no reasonable cause of action or that the claims are frivolous or vexatious or that the defences raised are not arguable. 14 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [Emphasis added] [51] As to how a court can be “satisfied that there is no reasonable cause of action or that the claims are frivolous or vexatious or that the defences raised are not arguable”, the following principles distilled from decided cases are useful- i. Whether a case is plain or obvious does not depend upon the length of time it takes to argue the case, but that when the case argued on the affidavit evidence available, it becomes plain and obvious that the case has no chance of success. [See Pengiran Othman Shah Pengiran Mohd Yusoff & Anor v Karambunai Resorts Sdn Bhd (formerly known as Lipkland (Sabah) Sdn Bhd) & Ors [1996] 1 CLJ 257, CA [“Pengiran Othman Shah Pengiran Mohd Yusoff”], per Siti Norma Yaakob JCA] ii. Where the affidavit evidence discloses a dispute of facts, such facts must be analysed and if they are found to be inconsistent with undisputed contemporary documents or inherently improbable in themselves, the court is entitled to reject those facts and proceed upon the undisputed contemporaneous documentary evidence. A trial of the action will not add anything more. [See Pengiran Othman Shah Pengiran Mohd Yusoff, per Siti Norma Yaakob JCA and Tan Ah Tong v Perwira Affin Bank Bhd & Ors [2002] 5 MLJ 49; [2002]1 AMR 102; [2001] 7 CLJ 500, HC [“Tan Ah Tong”], Abdul Malik Ishak J]. 15 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal iii. The court must submit the evidence to critical examination. If that leads to the conclusion that the action could not possibly succeed it should be struck out. [See Tractors Malaysia Bhd v Tio Chee Hing [1975] 2 MLJ 1, Privy Council, per Lord Diplock] [52] In 2019, the Federal court in Tony Pua Kiam Wee v Government of Malaysia and another appeal [2019] 12 MLJ 1, FC [“Tony Pua Kiam Wee”] said- [39] It may well be the case that a claim is pleaded in such a manner that the factual matrix is scandalous or so frivolous or vexatious that it can give rise to no other inference than that it is wholly indefensible or unsustainable. This would be plainly discernible on the face of a claim. Such pleas or averments would fall for striking out under one of the other limbs of O 18 r 19 and/or the inherent jurisdiction of the court. [Emphasis added] [53] In Tan Ah Tong, Abdul Malik Ishak J struck out a writ under Order 18 rule 19 of the previous Rules of the High Court 1980. His Lordship after a wide-ranging survey of the jurisprudence said- On striking out, the Court of Appeal speaking through Siti Norma Yaakob JCA (now FCJ) succinctly laid down the law in the case of Pengiran Othman Shah Pengiran Mohd Yusoff & Anor v. Karambunai Resorts Sdn Bhd (formerly known as Lipkland (Sabah) Sdn Bhd) & Ors [1996] 1 CLJ 257. At pp. 265 to 266 of the report, her Ladyship in refined words had this to say: 16 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal The discretionary power to dismiss an action summarily under O. 18 r. 19 and under the inherent jurisdiction of the court is a drastic power which should only be exercised in plain and obvious cases, as the effect of the exercise of such a power is to shut out the plaintiff altogether from pursuing his claim. (See Tractors (M) Bhd v. Tio Chee Hing [1975] 2 MLJ 1). Whether a case is plain or obvious does not depend upon the length of time it takes to argue the case, but that when the case argued on the affidavit evidence available, it becomes plain and obvious that the case has no chance of success. (See Mckay & Anor v. Essex Area Health Authority & Anor [1982] 2 QB 1166; [1982] 2 All ER 771; [1982] 2 WLR 890). When a question of law becomes an issue, this in itself will not prevent the court from granting the application, for as long as the court is satisfied that the issue of law is unarguable and unsustainable, it may proceed to determine that question. (See Bank Negara Malaysia v. Mohd Ismail & Ors [1992] 1 MLJ 400). Likewise, where the affidavit evidence discloses a dispute of facts, such facts must be analysed and if they are found to be inconsistent with undisputed contemporary documents or inherently improbable in themselves, the court is entitled to reject those facts and proceed upon the undisputed contemporaneous documentary evidence. Finally, at p. 273 of the report, her Ladyship rounded it up by saying: As for the issue of law raised against the fourth respondent, since that can be determined from the undisputed documentary evidence, a trial of the action will not add anything more to what has already been canvassed before the trial judge and before us. If anything at all, if this suit proceeds to trial it will be with the hope that something may turn up at the trial but in the light of the affidavit and documentary evidence, we found that the respondents have no case to answer. 17 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Again, on striking out, Lord Diplock had this to say in Tractors Malaysia Bhd v. Tio Chee Hing [1975] 2 MLJ 1: The power to dismiss an action summarily without permitting the plaintiff to proceed to trial is a drastic power. It should be exercised with the utmost caution. Had the matter depended upon the contents of the Statement of Claim alone, their Lordships would have been loath to differ from the opinion of the Federal Court that, despite imperfections in drafting (which however might have been capable of cure by amendment) the Statement of Claim, at any rate as respects some of the claims to alternative relief, did raise questions of law that were sufficiently arguable to justify proceeding to trial. In refusing to submit the evidence to critical examination, however, the Federal Court erred in law. This makes it necessary for their Lordships to state briefly the facts disclosed by the evidence which, in their view, lead to the conclusion that the new action could not possibly succeed. and, clearly, there was a need in the present exercise to submit the evidence to critical examination. [Emphasises added] Plaintiffs’ Contentions [54] The plaintiffs contend the Share Sale Agreement and all the related agreements are sham agreements deliberately created by them with the defendants to mislead financial institutions. [55] The intent is to trick these financial institutions not to withdraw credit facilities already given to Dancom and to continue to give credit facilities to Dancom. 18 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [56] The plaintiffs say due to the then on-going criminal proceedings against Tengku Adnan, these financial institutions would withdraw credit facilities already given to Dancom and refused to continue to give credit facilities to Dancom. The plaintiffs say these will happen as long as Tadmansori remained a shareholder in Dancom as Tengku Adnan is a shareholder in Tadmansori. [57] The plaintiffs admit they did receive the RM 10 million purchase price for the Shares from Three Wells but alleged they were dividend payments from Three Wells. [See Enclosure 84 plaintiff’s written submission paragraph 26 at page 16] Defendants’ Contentions [58] The defendants contend the sale of the shares to Three Wells is a legitimate sale transaction supported by contemporaneous documents. [See Enclosure 132 defendants’ written submission paragraph 32 to 44 at pages 14 to 20]. [59] The defendants also contend the suit is tainted with illegality. [60] They urged the court to strike out the suit and not subject them to an unnecessary trial. Court’s Analysis 19 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [61] I remind myself while a striking out application should not be lightly granted based on Bandar Builder, I must scrutinise the plaintiffs’ case and the affidavit evidence and if “a claim is pleaded in such a manner that the factual matrix is scandalous or so frivolous or vexatious that it can give rise to no other inference than that it is wholly indefensible or unsustainable” [see Tony Pua Kiam], I should and must strike out the suit. [62] In my view, this is a suitable case to strike out the suit for these various reasons below. What are sham agreements? [63] The plaintiffs contend the Share Sale Agreement and all the related agreements are sham agreements deliberately created by them to mislead financial institutions. [64] In Toe Hong Choo v Piong Choong Fah [2025] 1 MLRH 255, HC, I had reviewed the law on what is a sham agreement. This is what I had said- The Law − What Is A Sham Agreement? [40] In AG Securities v. Vaughan And Others; Antoniades v. Villiers And Another [1990] 1 AC 417 [“AG Securities”] Bingham LJ at the Court of Appeal said at p 444: A written agreement is a sham where it incorporates clauses by which neither party intends to be bound and which is obviously a smokescreen to cover the real intentions of both contracting parties: Hadjiloucas v. Crean [1987] 3 All ER 1008, 1014, per Purchas LJ. The accepted definition of a sham is that given by Diplock LJ in Snook v. London and West Riding Investments Ltd [1967] 2 QB 786, 802: “As regards the contention of the plaintiff 20 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal that the transactions between himself, Auto Finance and the defendants were a ‘sham,’ it is, I think, necessary to consider what, if any, legal concept is involved in the use of this popular and pejorative word. I apprehend that, if it has any meaning in law, it means acts done or documents executed by the parties to the ‘sham’ which are intended by them to give to third parties or to the court the appearance of creating between the parties’ legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create. But one thing, I think, is clear in legal principle, morality and the authorities (see Yorkshire Railway Wagon Co v. Maclure [1882] 21 Ch D 309, C.A. and Stoneleigh Finance Ltd v. Phillips [1965] 2 QB 537), that for acts or documents to be a ‘sham,’ with whatever legal consequences follow from this, all the parties thereto must have a common intention that the acts or documents are not to create the legal rights and obligations which they give the appearance of creating.” Put more shortly, a sham exists where the parties say one thing intending another: Donald v. Baldwyn [1953] NZLR 313, 321, per FB Adams J. [Emphasis Added] [41] In Malaysian cases, the Court of Appeal in Tang Lee Hiok & Ors v. Yeow Guang Cheng [2022] 6 MLRA 607 per Gunalan Muniandy JCA followed the earlier Court of Appeal judgment of Global Globe Property (Melawati) Sdn Bhd v. Jangka Prestasi Sdn Bhd [2020] 5 MLRA 140 [“Global Globe Property (Melawati)"] where Lee Swee Seng JCA had set out the test to determine a sham agreement. [Emphasis added] Court will not assist a party who takes advantage of its own wrongdoings and comes to court without clean hands [65] In my view, the plaintiffs’ admission that they deliberately created the Share Sale Agreement and all the related agreements to mislead financial institutions is fatal to their suit. 21 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [66] It is trite that the court will not condone or lend its hand to a party who takes advantage of its own wrongdoings and comes to court without clean hands. [67] In Tetap Tiara Sdn Bhd v Pengurusan Perbadanan Jaya One & 21 Ors [2024] 1 AMR 499, CA, the Court of Appeal had said- [47] It is our respectful view that it is the statutory duty of the first defendant to hold the AGM yearly and to also hold the EGM required by parcel owners, instead of acting against its duty. The court should not defeat the mandatory requirement provided by the law. It is trite that the court will not condone or lend its hand to a party who takes advantage of its own wrongdoings and comes to court without clean hands. [Emphasis added] [68] Raja Azlan Shah Acting CJ Malaya (as His Majesty then was) said in Woo Yew Chee v Yong Yong Hoo [1979] 1 MLJ 131, FC, at 133- It is a universal principle of law that the court would not allow a party to take advantage of his own wrong. [69] It is also trite law that the court will not assist a plaintiff or any party who is privy to an immoral or an illegal act. [70] In Tan Ah Tong, Abdul Malik Ishak J struck out a writ under Order 18 rule 19 of the previous Rules of the High Court 1980 on the ground that the court would not lend its aid to the plaintiff who had founded his cause of action upon an immoral or an illegal act. 22 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [71] This is what Justice Abdul Malik Ishak said- Illegality The plaintiff’s amended statement of claim in encl. 31 in clear terms set out the background facts of the whole case. … The main thrust and purport of the plaintiff’s amended statement of claim in encl. 31 was that the charges were null and void because of illegality and, consequently, the plaintiff wanted the first defendant to return all the title deeds to him. But the first defendant also held onto the notion that the plaintiff too was tainted with illegality and for that very reason it was submitted that this court ought not to assist the plaintiff in his claims and that the plaintiff’s claims ought to be struck out on the ground of illegality. .. I was asked not to extend a helping hand to the plaintiff who had founded his cause of action on an illegal act. In this direction, the speech of Lord Mansfield in Holman v. Johnson [1775-1802] All ER Reprint 98 must be referred to. There Lord Mansfield in refined language said at p. 98 of the report: No court will lend its aid to a man who founds his cause of action on an immoral or an illegal act. If, from the plaintiff’s own stating or otherwise, the cause of action appears to arise ex turpi causa, or the transgression of a positive law of this country, there the court says that he has no right to be assisted. and continuing at p. 99 of the report, his Lordship said: It is on that ground the court goes; not for the sake of the defendant, but because they will not lend their aid to such a plaintiff. So, if the plaintiff and defendant were 23 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal to change sides and the defendant was to bring his action against the plaintiff, the latter would then have the advantage of it; for where both are equally (at) fault, potior est conditio defendentis. … Finally, Gopal Sri Ram JCA in Mustafa bin Osman v. Lee Chua & Anor [1996] 2 MLJ 141 said: We accept as beyond argument that illegality need not be specifically pleaded, and that once the illegality is brought to the attention of the court before whom the action is being tried, the court, upon being satisfied that the transaction is indeed illegal, is obliged to act upon it. See, Natha Singh v Syed Abdul Rahman & Anor [1962] MLJ 265; Nasib Singh v. Ramasamy [1969] 1 MLJ 211… This was certainly a case where this court would not lend its aid to the plaintiff who had founded his cause of action upon an immoral or an illegal act. This was my judgment and I so hold accordingly. [Emphasis added] [72] The court can take cognizance of illegality even if not expressly pleaded by a defendant if on the pleadings and or facts the claim is ex facie illegal. [See Merong Mahawangsa Sdn Bhd & Anor v Dato’ Shazryl Eskay Abdullah [2015] 8 CLJ 212, FC]. [73] In the Amended Statement of Claim at paragraphs 22 to 28, the plaintiffs have pleaded facts that show the plaintiffs have ‘admitted’ entering into a sham agreement. The claim is ex facie illegal. 24 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [74] The maxim in pari delicto (“in equal fault”) can be displaced or moderated by three considerations commonly referred to as the “trio of considerations” first propounded in the English Supreme Court case of Patel and accepted by our courts. [75] However, the burden is on the plaintiffs to satisfy the court that the “trio of considerations” favour them. On the facts as presented by the plaintiffs, I am not satisfied this burden has been discharged. On the facts of this case, there is no necessity to go for a trial to consider these trio of considerations. [76] For the above reasons and on this ground alone, the suit should be struck out. For completeness I shall also go through the other grounds to support a striking out of the suit. Terms in Supplemental Agreement dated 07-12-2019 post - Share Sale Agreement show the plaintiffs’ allegation the sale is a sham is not true [77] By a Supplemental Agreement dated 07-12-2019, Tadmansori and Three Wells varied the deferred payment terms contained in the Share Sale Agreement to make Datuk Liu personally liable to pay the Purchase Price if Three Wells defaults. [78] The terms agreed were as follows: - i. In the event Three Wells is unable to pay the Purchase Price in accordance with the agreed deferred payment instalment 25 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal schedule, Datuk Liu shall personally assume the outstanding Purchase Price as a debt, “Free Of Interest” and which shall be payable after Dancom settles the Balance Loan with interest which Dancom had taken from Tadmansori [See Clause 2.1.2]; ii. Tadmansori shall not treat any delay or failure by Three Wells to comply with the deferred payment instalment schedule as a fundamental breach; [See Clause 2.1.3] iii. Tadmansori agreed to further vary the deferred payment instalment schedule and grant Three Wells or Datuk Liu more indulgence to pay the Purchase Price, should the need arise due to the performance of Dancom, the Malaysian economy and global outlook; [See Clause 2.1.4] and iv. the Balance Loan was agreed to be settled with interest according to an instalment schedule commencing from October 2019 to September 2022. [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.4 at page 18 and Exhibit LTS-4 at page 59] [79] In my view, if the plaintiffs’ allegation that the Share Sale Agreement is a sham and purely intended to mislead Dancom’s financial institutions is indeed true, that had already been achieved when- i. The plaintiffs had signed the Share Sale Agreement to sell Tadmansori’s shares in Dancom to Three Wells; 26 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal ii. Tadmansori had executed a Form of Transfer dated 28-06-2019 to transfer the Shares to Three Wells; and iii. The Shares were transferred to Three Wells on 26-07-2019. [80] There is no need for the plaintiffs to further agree on the Supplemental Agreement dated 07-12-2019- i. To vary the deferred payment terms contained in the Share Sale Agreement; or ii. To make Datuk Liu personally liable to pay the Purchase Price if Three Wells defaults; or iii. To vary the interest rates payable by Datuk Liu to “Free Of Interest”; or iv. To vary the repayment terms for the Balance Loan. [81] The Supplemental Agreement dated 07-12-2019 and the terms varied therein are consistent with a genuine sale and shows that the sale of the Shares is a legitimate transaction. It shows the plaintiffs’ allegation that the Share Sale Agreement is a sham and purely intended to mislead Dancom’s financial institutions is NOT true. Contemporaneous letters show the sale of the Shares is a legitimate transaction. 27 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [82] In addition, contemporaneous letters show the plaintiffs further agreed to vary Clause 2.2.2 of the Share Sale Agreement dated 28-06-2019 [as amended by Clause 3.1.3 of the Supplemental Agreement dated 07-12-2019]. [83] These six letters show Tadmansori acting through Tengku Rethwan signing on letters from Dancom dated 23-06-2020, 21-09-2020, 31-12- 2020, 30-06-2021, 17-09-2021 and 15-12-2021 agreeing to changes to the payment terms for the Balance Loan. [For the letters see Enclosure 14 at pages 197, 200, 203, 207, 210 and 214] [84] By these letters Tadmansori acting through Tengku Rethwan signed at the bottom to agree to Dancom’s requests to further revise the repayment of the said Balance Loan by agreeing to: - i. Extend the repayment period to August 2023; and ii. Reduce interest from 5% per annum to 4% per annum. [85] Another contemporaneous letter is dated 15-12-2021 from Three Wells to Tadmansori whereby Three Wells, inter-alia, told Tadmansori that “since Dancom is proposing to pay out RM 2.5 M as dividend to Three Wells, Three Wells shall utilize a sum of RM 1.5 M to pay to Tadmansori towards partial payment of the Sale Shares”. Tadmansori acting through Tengku Rethwan signed at the bottom of the letter to signify agreement to Dancom’s requests. [See Enclosure 14 page 279]. 28 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [86] All the above contemporaneous letters are consistent with a genuine sale and shows that the sale of the shares is a legitimate transaction. It shows the plaintiffs’ allegation that the Share Sale Agreement is a sham and purely intended to mislead Dancom’s financial institutions is “wholly indefensible or unsustainable” to use the words of the Federal Court in Tony Pua Kiam Wee. Tengku Adnan was acquitted on 16-07-2021 [87] Tengku Adnan was acquitted on 16-07-2021. This date is significant as the whole premise of the plaintiffs’ suit is based on the allegation that the sale of the Shares was a sham to mislead financial institutions not to withdraw credit facilities already given to Dancom and refused to continue to give credit facilities to Dancom due to the then on-going criminal proceedings against Tengku Adnan. [88] The plaintiffs say these will happen as long as Tadmansori remained a shareholder in Dancom as Tengku Adnan is a shareholder in Tadmansori. [89] So, when Tengku Adnan was acquitted on 16-07-2021, there was no longer a need to proceed with the charade if the plaintiffs’ story is true. The plaintiffs would have immediately taken steps to reclaim the shares. There was no necessity to create post 16-07-2021 seven fictitious instalment payments that were signed and acknowledged as received by Tengku Rethwan on behalf of Tadmansori on covering letters of Three Wells. 29 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [90] The fact that between 29-12-2021 to 08-06-2023, the Purchase Price was settled in full by Three Wells by way of 7 instalment payments made by cheques on 29-12-2021, 08-04-2022,17-06-2022, 07-10- 2022, 10-02-2023, 07-04-2023 and 08-06-2023 can only mean the sale was genuine. [See Enclosure 125 affidavit of the 2nd defendant at paragraph 8.6 at page 19 and Exhibit LTS-6 at page 68 - 81] [91] Further, the fact that the plaintiffs sent their letter of demand alleging sham only on 20-02-2024, which is about 2 years 6 months after Tengku Adnan was acquitted of all criminal charges by the Court of Appeal on 16-07-2021 again show the plaintiffs’ sham contention is not true. Not a single document produced by the plaintiffs to support their allegation of sham [92] This is a case where the entire set of documents pre and post the acquittal of Tengku Adnan support the defendants’ story. Tengku Adnan is a seasoned businessman. If the sale is indeed a sham to mislead third parties’ financial institutions, there would have been an internal document between Tengku Adnan, Three Wells and Datuk Liu to document the truth concerning the sale of the shares. [93] The non-production of a single document by the plaintiffs to support their claim can only mean that their suit is obviously based on mere conjecture and bare or fanciful allegations. No court should ever be 30 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal abused or allow its machinery and system to be the stage of an obviously doomed case. Suit against Dancom [94] In addition to the above, the suit against Dancom is misconceived and should be struck out as Dancom is not a party to the Share sale Agreement. Suit against Datin Tan and Kingston Liu [95] The suit against Datin Tan and Kingston Liu is similarly misconceived and should be struck out as they not parties to the Share Sale Agreement. [96] Datin Tan and Kingston Liu are only directors and shareholders of Three Wells. As directors per se [a Latin phrase literally meaning “by itself”], unless the plaintiffs can lift the corporate veil of Three Wells and/or prove fraud against them, they are not liable for the acts of a corporate entity. This is the basic foundation of corporate law. [97] The concept of separate legal entity as between a company and its members or directors can be traced back to the landmark English House of Lords decision in Salomon v A. Salomon & Co Ltd [1897] AC 22. [98] This principle has been adopted by Malaysian courts. To illustrate, I quote the judgment in Hijau Bumi Petroleum Sdn Bhd v Platinum Green 31 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal Chemicals Sdn Bhd & 2 Ors [2017] 1 LNS 1253, HC, where Mohd Nazlan bin Mohd Ghazali J said- [23] The parties to the Written Agreement in this case can neither confer rights nor impose liabilities on the second and third defendants. Since they are not parties, the second and third defendants cannot be held liable for any action founded on a breach of contract (see the Privy Council decision in Kepong Prospecting Ltd v. Schmidt [1968] 1 MLJ 170). The claim of the plaintiff against the second and third defendants, to the extent it is premised on a contractual breach, is thus a non-starter. [24] Equally fundamentally, the second and third defendants have separate legal existence from each other and from the plaintiff. The concept of separate legal entities is central to the corpus of company law. The landmark English House of Lords decision in Salomon v. A. Salomon & Co Ltd [1897] AC 22 famously established the rule that a company is a separate legal entity from its own members. What more in the instant case where the second and third defendants are the first defendant’s directors. Thus, it bears affirmation that the second and third defendants are not only non-contracting parties in relation to the SPA, but they are also legally separate from the first defendant. [Emphasis added] [99] Directors do not bear personal liability for the contractual breaches of their company for acts done in their capacity as directors. 32 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [see Handskar (M) Sdn Bhd v Qube Medical Products Sdn Bhd &Anor [2023] MLRHU 2471 [2024] 9 MLJ 237; [2024] 3 CLJ 865 HC, per Ong Chee Kwan J at paras 16 to 18 citing Said v Butt [1920] 3 KB 497, King’s Bench Division of the English High Court and PT Sandipala Arthaputra and Others v St Microelectronics Asia Pacific Pte Ltd and Others [2018] 1 SLR 818, Singapore CA]. [100] In conclusion, I am satisfied the plaintiffs’ claims are frivolous or vexatious to justify a striking out of the writ based on the principles in Bandar Builder. To arrive at this view, I did not do “a minute examination of the documents” – as cautioned by the Supreme court in Bandar Builder - for the simple reason that the plaintiffs had not produced a single document to support its allegation of a sham transaction. Decision [101] I therefore allow all five striking out applications with costs of RM 6,000 for each defendant subject to allocatur. 33 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal [102] Consequent to my striking out decision, I set aside the ad-interim injunction [Enclosure 7] granted earlier by consent in favour of the plaintiffs with costs of RM 10,000 subject to allocatur. ………(signed)…………… Leong Wai Hong Judge High Court of Malaya Kuala Lumpur (NCC 6) Dated: 20th June 2025. COUNSEL: 1) Cecil Abraham, Satharuban Sivasubramaniam, Sunil Abraham, Nur Fathin Farissya Binti Md Noor and Nur Syahmina binti Zainal Abidin for plaintiffs. (Satha & Co. (Kuala Lumpur)) 2) Prakash Lachimanan, Jaqdesh Singh Johal, Prabhkirat Singh, Varsha Gopinathan for defendants. (Mohana Krishnan (Damansara Heights)) 34 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal CASES REFERRED TO: 1) AG Securities v. Vaughan And Others. 2) Antoniades v. Villiers And Another [1990] 1 AC 417. 3) Attorney-General of Duchy of Lancaster v. L. & N.W. Ry. Co. [1892] 3 Ch. 274, CA. 4) Bandar Builder Sdn Bhd & 2 Ors v United Malayan Corporation Bhd [1993] 4 CLJ 7 SC. 5) Bank Negara Malaysia v. Mohd Ismail & Ors [1992] 1 MLJ 400. 6) Donald v. Baldwyn [1953] NZLR 313, 321. 7) Global Globe Property (Melawati) Sdn Bhd v. Jangka Prestasi Sdn Bhd [2020] 5 MLRA 140. 8) Hadjiloucas v. Crean [1987] 3 All ER 1008. 9) Handskar (M) Sdn Bhd v Qube Medical Products Sdn Bhd &Anor [2023] MLRHU 2471 [2024] 9 MLJ 237; [2024] 3 CLJ 865 HC. 10) Hijau Bumi Petroleum Sdn Bhd v Platinum Green Chemicals Sdn Bhd & 2 Ors [2017] 1 LNS 1253. 11) Holman v. Johnson [1775-1802] All ER Reprint 98. 12) Hubbuck v. Wilkinson. 13) Kepong Prospecting Ltd v. Schmidt [1968] 1 MLJ 170. 14) Mckay & Anor v. Essex Area Health Authority & Anor [1982] 2 QB 1166; [1982] 2 All ER 771; [1982] 2 WLR 890. 15) Merong Mahawangsa Sdn Bhd & Anor v Dato’ Shazryl Eskay Abdullah [2015] 8 CLJ 212 FC. 16) Mustafa bin Osman v. Lee Chua & Anor [1996] 2 MLJ 141. 17) Natha Singh v Syed Abdul Rahman & Anor [1962] MLJ 265. 18) Nasib Singh v. Ramasamy [1969] 1 MLJ 211 19) Patel v Mirza [2016] UKSC 42. 35 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal 20) Pengiran Othman Shah Pengiran Mohd Yusoff & Anor v Karambunai Resorts Sdn Bhd (formerly known as Lipkland (Sabah) Sdn Bhd) & Ors [1996] 1 CLJ 257. 21) PT Sandipala Arthaputra and Others v St Microelectronics Asia Pacific Pte Ltd and Others [2018] 1 SLR 818, Singapore CA. 22) Said v Butt [1920] 3 KB 497, King’s Bench Division of the English High Court. 23) Salomon v. A. Salomon & Co Ltd [1897] AC 22. 24) Snook v. London and West Riding Investments Ltd [1967] 2 QB 786, 802. 25) Stoneleigh Finance Ltd v. Phillips [1965] 2 QB 537. 26) Tan Ah Tong v Perwira Affin Bank Bhd & Ors [2002] 5 MLJ 49; [2002]1 AMR 102; [2001] 7 CLJ 500 HC. 27) Tang Lee Hiok & Ors v. Yeow Guang Cheng [2022] 6 MLRA 607. 28) Tetap Tiara Sdn Bhd v Pengurusan Perbadanan Jaya One & 21 Ors [2024] 1 AMR 499 CA. 29) Tony Pua Kiam Wee v Government of Malaysia and another appeal [2019] 12 MLJ 1. 30) Tractors Malaysia Bhd v Tio Chee Hing [1975] 2 MLJ 1. 31) Wenlock v. Moloney [1965] 1 WLR 1238; [1965] 2 All ER 871, CA. 32) Woo Yew Chee v Yong Yong Hoo [1979] 1 MLJ 131 FC. 33) Yorkshire Railway Wagon Co v. Maclure [1882] 21 Ch D 309, C.A. and Stoneleigh Finance Ltd v. Phillips [1965] 2 QB 537. LEGISLATION REFERRED TO: 1) Rules of Court 2012, Order 18 rule 19(1)(a) and/or (b), (c) and (d), Order 92 rule 4. 36 S/N ooPU1pkmkkaH5gsNKb6low **Note : Serial number will be used to verify the originality of this document via eFILING portal