KUALA LUMPUR, Nov 3 — The Sessions Court hearing the case involving Fashion Valet Sdn Bhd (Fashion Valet) founders Datin Vivy Sofinas Yusof and her husband, Datuk Fadzarudin Shah Anuar, was told today that investment funds could not be used to pay dividends to any party, including the company’s shareholders.
Corporate lawyer Anne Wong Wai Yee, 49, who was involved in drafting the shareholders’ agreement between the couple and seven other companies, including Fashion Valet, on March 5, 2018, said the agreement did not contain any provision allowing investment funds to be used for such payments.
The other six companies were Proven Holding Sdn Bhd, MY E.G. Capital Sdn Bhd, Transasia E-Commerce Inc., Start Today Co. Ltd., Reussi Sdn Bhd and Pulau Tiga Ventures Sdn Bhd.
“The declaration of dividends requires the approval of a majority of the directors, including those appointed by Start Today Co. Ltd. and Pulau Tiga Ventures Sdn Bhd,” she testified during the trial of the couple, who are facing charges of criminal breach of trust involving RM8 million in investment funds from Khazanah Nasional Berhad (Khazanah) and Permodalan Nasional Berhad (PNB).
The sixth prosecution witness said the agreement also specified the permitted uses of the investment funds, namely expenditure on technology development, stores and warehouses, as well as products and brands.
“The permitted allocation of the investment funds was as follows: 30 per cent for consumer acquisition, 30 per cent for technology development, 20 per cent for store and warehouse expansion, and 20 per cent for product and brand acquisition, based on the total investment value.
“Typically, such expenditures require approval from a majority of the board of directors,” Wong said.
She said Fashion Valet was required to submit summaries of the utilisation of the investment funds to the board of directors on a quarterly and annual basis until the entire amount had been utilised.
“However, I have no knowledge of the distribution of dividends or the transfer of investment funds received by Fashion Valet, as my scope of work was limited to drafting and coordinating the contractual agreements.
“The subsequent execution of these agreements by the parties involved falls outside the scope of my professional duties,” said Wong, a partner at Karen Kaur & Anne Wong Partnership.
She further testified that Fashion Valet was prohibited from extending loans or credit to its directors, shareholders, related companies or any other parties without the approval of a majority of the board of directors.
“Furthermore, Fashion Valet is restricted from entering into any agreement or understanding with parties related to the company, its directors or shareholders, involving RM50,000 or more annually, without the approval of a majority of the directors, including those appointed by Start Today Co. Ltd. and Pulau Tiga Ventures Sdn Bhd,” she added.
Referring to a Subscription Agreement dated June 4, 2018, Wong said the document constituted a binding agreement between the relevant parties, namely Fashion Valet, Proven Holdings and PNB, concerning PNB’s investment in the company.
“Essentially, this agreement sets out the terms and conditions of PNB’s investment in Fashion Valet, whereby, in exchange for the investment, Fashion Valet would issue Redeemable Convertible Preference Shares (RCPS) to PNB,” she testified.
Vivy, 38, and Fadzarudin, 37, are charged with criminal breach of trust, allegedly committed with common intention in their capacity as directors of Fashion Valet, involving RM8 million in investment funds from Khazanah and PNB.
The charge alleges that they had authorised payments totalling RM8 million from Fashion Valet’s corporate bank account to a company known as 30 Maple without the approval of the company’s board of directors.
The alleged offence took place at the Public Bank Berhad branch in Bukit Damansara, at 36-40 Medan Setia 2, Plaza Damansara, Bukit Damansara, on Aug 21, 2018.
The charge, under Section 409 of the Penal Code, read together with Section 34 of the same Code, provides for imprisonment of between two and 20 years, whipping and a fine upon conviction.
The couple also pleaded not guilty to an alternative charge of dishonestly misappropriating, with common intention, property belonging to Fashion Valet, namely RM8 million in investment funds from Khazanah and PNB, at the same location and on the same date.
The alternative charge, under Section 403 of the Penal Code, carries a penalty of imprisonment of between six months and five years, whipping and a fine upon conviction.
The trial, before Judge Rosli Ahmad, continues on Nov 20. — Bernama
Date: 3 November, 2026 6:37 pm
Source: Malay Mail
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