KUALA LUMPUR: SRC International Sdn Bhd’s board of directors (BOD) could not go against the shareholder’s resolution as it reflected the decision of the then prime minister, Datuk Seri Najib Razak, the High Court heard.
The company’s former director Datuk Che Abdullah @ Rashidi Che Omar, the sixth and the last third party respondent in the lawsuit brought by SRC and its subsidiary Gandingan Mentari Sdn Bhd against Najib, said this in his testimony here yesterday.
“In my understanding, the BOD 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 in his witness statement.
Che Abdullah said his appointment as the company director came under the recommendation of another director, Tan Sri Ismee Ismail, to Najib.
Whilst his appointment in SRC was under Najib’s instructions, Che Abdullah said he had never met Najib in person or spoken to him personally.
Najib, who held triple positions as the prime minister, finance minister and SRC’s advisor emeritus, had the power and discretion in the appointment and termination of the directors in SRC, Che Abdullah added.
He said in SRC’s company management structure, whatever advice, suggestion or instruction given by the advisor emeritus must be accepted by the BOD.
“The defendant has full and absolute control over all aspects in SRC,” he added.
Che Abdullah said he was not involved in obtaining approval for the company’s RM4bil loan from the Retirement Fund Incorporated (KWAP) as it was before his appointment as SRC 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 SRC board meeting.
“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.
According to Che Abdullah, his involvement was only limited to approving the shareholders’ resolution which was presented to the SRC’s board of director.
“At that material time, all the decisions were proposed, made and approved by SRC’s sole shareholder (Ministry of Finance Inc) without the discretion of the BOD,” 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 Gandingan Mentari, 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 fixed Aug 7 for parties to make their verbal submissions.
