PUTRAJAYA (March 11): A three-member Court of Appeal (COA) bench on Monday upheld a RM46 million summary judgment obtained by Minister of Finance-owned Perbadanan Nasional Bhd (Pernas) from the Kuala Lumpur High Court against Serba Dinamik Holdings Bhd group managing director Datuk Dr Mohd Abdul Karim Abdullah and two former senior executives of Serba Dinamik subsidiaries.

Judge Datuk P Ravinthran, who led the COA bench, found there are no merits in Mohd Abdul Karim’s and the two former executives' appeal and hence dismissed their appeal.

Ravinthran sat together with Datuk Seri Mariana Yahya and Datuk Collin Lawrence Sequerah.

The bench ordered Mohd Abdul Karim to pay costs of RM15,000, and the two former executives Rosland Othman and Rosli Hamat to pay a total of RM10,000.

Pernas was represented by Rishwant Singh, Wafiy Azman and Haikal Suhaimi, while Frank Wong appeared for Mohd Abdul Karim. Ranjan N Chandran and Hakem Arabi appeared for Rosland and Rosli.

Monday’s outcome was confirmed to The Edge by Wafiy.

Rosland was previously a senior vice-president (special project) under Serba Dinamik Group Bhd (SDGB), while Rosli was a senior vice-president (investment) of Serba Dinamik International Ltd (SDIL).

They are the first two defendants while Mohd Abdul Karim was named as the third defendant. SDGB and SDIL are Serba Dinamik's subsidiaries.

The High Court had in February last year agreed to enter a summary judgment against the trio.

In a statement of claim filed in April 2022, the company said it entered an investment agreement and a put option agreement with Rosland and Rosli on Jan 24, 2018, under which Pernas agreed to purchase 13.5 million Serba Dinamik shares. The purchase price was not stated.

Under the deal, the parties agreed that should Serba Dinamik shares fall below RM3 per share, Rosland and Rosli would pay Pernas the difference between RM3 and the actual share price it fell to, within seven days after a notice from Pernas.

Pernas also inked a put option agreement with the duo, which gave Pernas the right to sell the shares it bought from the duo at an agreed option price that would take into consideration Pernas' investment cost, at 12% interest per year.

Rosland and Rosli, according to the statement of claim, then inked a supplementary option agreement on June 27, 2019, which stipulated that if the duo failed to buy the Serba Dinamik shares owned by Pernas should Pernas exercise its put option, then Mohd Abdul Karim would be required to complete the acquisition.

Pernas claimed that Mohd Abdul Karim was prepared to absorb the losses that could be suffered by Pernas should Serba Dinamik's share price fall below RM3.

As Serba Dinamik shares fell in 2021, Pernas started to claim from the duo, but they failed to pay up, and Pernas exercised its put option to sell its Serba Dinamik shares to the duo at RM46.44 million. But neither Rosland nor Rosli was able to fulfil the agreement.

This led Pernas to issue a notice to Mohd Abdul Karim to buy over the shares, but he similarly failed to honour the guarantee, resulting in the suit being filed.

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