45. MATERIAL LITIGATION (i) On 26 August 2013, the Company received an order from the Indian Arbitral Tribunal to add the Company as a party to the arbitration proceedings between Dijaya-Malind JV (Mauritius) Limited (“DMML”), Dijaya-Malind Properties (India) Private Limited (“DMPPL”) and Starlite Global Enterprise (India) Limited (“SGEIL”) (“Order”). The arbitration proceedings were previously instituted by DMML and DMPPL against SGEIL to seek the return of the deposit sum and damages arising from termination of the Deed of Novation cum Joint Development Agreement. The Company had appealed to the City Civil Court of Hyderabad against the Order which was dismissed on 2 June 2014. As the legal counsel opines that the Order was erroneous and wrong in law, the Company has filed a further appeal to the High Court of Judicature of Andhra Pradesh and is pending hearing date to be set. (ii) On March 2021, Tropicana Corporation Berhad (“TCB”) was served with a claim for alleged relocation costs of RM25 million from Austin Powder Asia Pacific Inc (“AP”) in relation to a Corporate Guarantee dated 2 July 2015 (“CG”) provided by TCB to AP (“Claim”). The CG was provided by TCB pursuant to a Share Purchase Agreement dated 15 April 2015 and Supplement to Share Purchase Agreement dated 29 June 2015 between AP, Tropicana Tenaga Kimia Sdn Bhd (now known as Tropicana Saujana Sdn Bhd, a subsidiary of TCB) (“TSSB”) and one Mr Onn Hoe Sing in relation to the disposal of the shares held by TSSB in Tenaga Kimia Sdn Bhd. TCB is resisting the Claim and had duly filed its defence on 17 May 2021 and also filed an application to strike out the Claim on 22 July 2021. The case is fixed for Trial on 27 to 31 October 2025. TCB has been advised by its legal counsel that it has a fair chance of defeating the Claim and the possibility of winning the case is subjected to evidence and documents from both parties as well as interpretation of the same by the Court. No provision for any liability has been made to TCB’s financial statements for the financial year ended 31 December 2024 as the Board is confident with a positive outcome of the suit. (iii) On 25 August 2023, a suit (“Suit”) was brought by RHB Trustees Berhad, Sunway REIT Management Sdn Bhd (“Sunway REIT”) and Sunway Education Group Sdn Bhd (“Sunway Education”) (collectively, “Plaintiffs”) against the Company and Tropicana Education Management Sdn Bhd (“TEM”) (collectively, “Defendants”) in relation to the letter of offer concerning the proposed sale of all that piece of land where the St. Joseph’s Institution International School Malaysia (Tropicana PJ Campus) is located (“Property”) by TEM to Sunway REIT and the proposed sale of all the shares in Tropicana SJII Education Management Sdn Bhd (“TSEM”) by the Company to a “Sunway Group of Company to be identified”. On 10 October 2023, a counterclaim was brought by the Defendants against the Plaintiffs. On 11 October 2023, the Defendants filed a striking out application against the Suit which was dismissed by the Court on 7 March 2025. On 23 November 2023, the Defendants filed a leave application to file the Reply to Defence to Counterclaim which was allowed by the Court on 7 March 2025. On 2 February 2024, the Plaintiffs filed a notice of application for interrogatories which was withdrawn and struck off on 7 March 2025. On 2 February 2024, the Plaintiffs filed a notice of application for discovery which was dismissed by the Court on 7 March 2025. On 18 June 2024, TEM applied for leave to amend the Defence and Counterclaim which was allowed on 7 March 2025. On 20 March 2025, the Plaintiffs applied to amend their Suit which is fixed for hearing on 13 June 2025. No provision for any liability has been made to TCB’s financial statements for the financial year ended 31 December 2024 as the Board is confident with a positive outcome of the Suit. FINANCIAL STATEMENTS & OTHER INFORMATION 351
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