Did TC Lian control Nepturis without being a registered shareholder?

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TC Lian Exercised Control Over Nepturis Despite Not Being a Registered Shareholder

TC Lian exerted significant control over Nepturis Sdn Bhd's operations and decision-making, even though he was not officially listed as a shareholder or director. This control stemmed from a verbal agreement and his substantial financial interest in the company, allowing him to direct transactions and project acquisition strategies.
Verbal Agreement Established Lian's Influence

In 2018, TC Lian instructed Aliza Abd Malek and Mohd Rizman Akum Khan to "take over" Nepturis, leading to Aliza and Rizman becoming directors and each holding 50% of the company's shares on paper. However, a verbal understanding existed among Lian, Aliza, and Rizman that the shares were equally divided among the three. This arrangement, where Lian held a 30% interest through capital provided by his company Metrasys, was not formally documented or disclosed to the Companies Commission of Malaysia.
Financial Stake Provided Operational Authority

Despite his unregistered status, Lian's 30% shareholding, established through capital injection into Nepturis, granted him considerable influence. Aliza confirmed that she and Rizman needed to consult Lian on all company operations to reach a consensus. Furthermore, Lian could directly instruct transactions from Nepturis's company account, demonstrating a de facto control over the company's financial activities.
Lian Directed Project Acquisition and Applications

Lian's primary role was to identify and secure projects, operating discreetly to keep his involvement unknown. In 2021, he instructed Aliza to draft application letters for Nepturis and four other companies bidding for the RM141 million Klang Utara district police headquarters project under the Jana Wibawa program. This directive extended to another project, the Central Spine Road interchange project, where Aliza also prepared application letters for five companies, including Nepturis, on Lian's instructions.

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Did TC Lian control Nepturis without being a registered shareholder?

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