KUALA LUMPUR: A former SRC International Sdn Bhd director told the High Court that the company's board could not go against a shareholder's resolution because it reflected the decision of the then prime minister and finance minister, Datuk Seri Najib Razak.
Datuk Che Abdullah @ Rashidi Che Omar, the sixth and last third-party respondent in the lawsuit brought by SRC and its subsidiary Gandingan Mentari Sdn Bhd against Najib, was giving his witness statement on Monday (March 16).
"In my understanding, the board cannot contradict or reject the shareholder's resolution that has been tabled for meeting.
"This is because the said resolution is not only decision of the shareholder, but also the decision of the prime minister and finance minister at that material time, which can be interpreted as the decision of the government," he said.
Che Abdullah said his appointment as an SRC director came at the recommendation of another director, Tan Sri Ismee Ismail, to Najib.
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While his appointment in SRC was under Najib's instructions, Che Abdullah said he had never met Najib in person or spoken to him.
Najib, who was prime minister, finance minister and SRC's adviser emeritus, had the power and discretion in the appointment and termination of the company's directors, Che Abdullah added.
He said that in SRC's company management structure, the board must comply with whatever advice, suggestion or instruction the adviser emeritus gave.
"In other words, the board just endorsed and approved whatever instruction was given by the adviser emeritus.
"The defendant had full and absolute control over all aspects in SRC," he added.
Che Abdullah also told the court that he was not involved in obtaining approval for the company's RM4bil loan from Retirement Fund Incorporated (KWAP) as it was before his appointment as director.
The 77-year-old, who joined the company in August 2011, said he only became aware of the loan after it had already been approved and tabled at a board meeting of SRC.
"I was not a director during that time (of the loan application in June 2011). Therefore, I am not and cannot be involved in the loan application or approval," he said.
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According to Che Abdullah, his involvement was limited to approving the shareholders' resolution which was presented to the SRC board of directors.
"At that material time, all the decisions were proposed, made and approved by SRC's sole shareholder (Minister of Finance, Inc) without the discretion of the board," he added.
He denied allegations that the losses allegedly suffered by the SRC and Gandingan Mentari were due to any breach of duty on his part as a director, as decisions relating to the use or transfer of the KWAP loan were made by SRC’s shareholder.
In the suit filed in 2021, SRC and its subsidiary, Gandingan Mentari Sdn Bhd, are seeking a declaration that Najib is liable to them for the receipt of RM42mil, among others.
Najib is also being sued for breach of fiduciary duties, knowing receipt of the funds, dishonest assistance, tort of misfeasance and abuse of power.
The hearing before Justice Raja Ahmad Mohzanuddin Shah Raja Mohzan concluded as Che Abdullah was the final witness to take the stand.
The court then fixed Aug 7 for parties to present oral submissions.
