KUALA LUMPUR (April 4): Another twist has emerged in the MySejahtera' application legal saga as Hasrat Budi Sdn Bhd, a shareholder in the application operator MySJ Sdn Bhd, filed an originating summons (OS) seeking the removal of Tan Sri Shahril Shamsuddin and Anuar Rozhan as directors of MySJ.
Hasrat Budi's legal action was filed against six defendants — Shahril, Anuar, Raveenderen Ramamoothie, Entomo (M) Sdn Bhd, Revolusi Asia Sdn Bhd and MySJ — at the High Court through Messrs Izral Partnership on Feb 24, 2022, and the dispute centers around the shareholder agreement and subsequent MySJ board meetings in February.
Entomo Malaysia is the developer of the MySejahtera application and was formerly known as KPISoft (M) Sdn Bhd. It is 100% owned by Entomo Pte Ltd, which is based in Singapore, and Raveenderen is the founder and chief executive officer (CEO) of the company while Anuar is a co-founder of Entomo.
Raveenderen, Anuar and Shahril — the former group CEO of Sapura Energy Bhd — sit on the board of MySJ. Raveenderen and Anuar also hold stakes of 76% and 12% respectively in Revolusi Asia, which is the nominee of Entomo Malaysia.
The company, which reportedly entered into a deal with MySJ to transfer MySejahtera's intellectual rights and software licence to the latter in 2020 for RM338.6 million, in turn holds a 81.43% stake in MySJ.
Meanwhile, Hasrat Budi — a unit of Eco World Development Group Bhd — holds a 10.05% stake in MySJ after signing a shareholder agreement in August last year.
In its OS, Hasrat Budi cited the Specific Relief Act 1950 and is seeking a declaration pursuant to Clause 7.11 of the shareholder agreement dated Aug 27, 2021 between Hasrat Budi and Entomo Malaysia, Revolusi Asia and Raveenderan, that the shareholders and board of directors of MySJ shall comprise Reveenderen, an independent director satisfying the Listing Requirements of Bursa Malaysia and a representative from Hasrat Budi.
Besides this, Hasrat Budi is also seeking a specific performance of Clause 7.1 of the shareholder agreement signed, namely the removal of Anuar and Shahril as directors of MySJ besides the appointment of Raveenderen as director.
In addition, it is seeking a declaration that the meetings of the board of directors of MySJ called for Feb 22 and adjourned to Feb 25 this year — pursuant to the notices of the first board of directors' meeting dated Feb 18 — and Feb 23 this year are invalid; costs of the OS and other relief granted by the court.
The grounds of its application, sighted by theedgemarkets.com following a file search, revealed Hasrat Budi had allegedly completed the purchase of 10.05% of the issued and paid-up capital of MySJ and with a right to complete the purchase of a further 10%.
However, the additional purchase of 10% is subject to the fulfilment of certain conditions.
On the date of the MySJ shareholder agreement, Raveenderen and Anuar were retained as directors, and Hasrat Budi did not insist on Anuar's resignation on the basis the parties were negotiating the terms concerning the conditions to the share sale agreement in good faith via the body known as "CCom" established pursuant to Clause 8 of the shareholder agreement.
It claimed there were subsequent changes to MySJ board of directors on Dec 10, 2021, when Shahril was appointed as a director of MySJ on the premise of Raveenderen resigning, but he was reappointed as the alternative director to Anuar.
Hasrat Budi further claimed that Raveenderen, Entomo Malaysia and/or Revolusi Asia have conducted themselves in a manner contrary to the mutual understanding.
'Raveenderen, Anuar, Entomo and Revolusi Asia attempted to take control of MySJ board'
In the affidavit in support of the application by Hasrat Budi's director Datuk Heah Kok Boon, he said following the signing of the share agreement, Datuk S Mohan was made a director of MySJ as a representative of Hasrat Budi.
Later on Nov 22, Mohan was replaced by Tan Sri Liew Kee Sin.
The MySJ directors then comprised Raveenderen, Anuar and Liew and on Dec 23, two more names were added, namely Shahril and Tan Sri Megat Najmuddin Megat Khas.
Megat Najmuddin was appointed as an independent director.
Hasrat Budi claimed that CCom was supposed to be an oversight body for the management and operation and also had obligations under the shareholder agreement.
Heah claimed that there were changes in positions by Raveenderen, Anuar, Entomo and Revolusi Asia before the sixth CCom meeting last Feb 14, and that a board meeting was held without Liew's presence on Feb 22. Thus, he is seeking for any resolution passed at the disputed meeting to be declared invalid.
"It is clear that Raveenderen, Anuar, Entomo and Revolusi Asia are attempting to take control of the board of directors of MySJ, despite the mutual understanding [among] the parties.
"Hasrat Budi has no other alternative but to insist on its strict contractual right pursuant to Clause 16 of the share agreement, that Raveenderen shall be the sole director from Entomo/Revolusi Asia, and this would mean that Shahril and Anuar have to be removed forthwith," Heah added in his affidavit.
This is so that Raveenderen can sit alongside Liew as a representative of Hasrat Budi, the plaintiff's director said in the affirmed affidavit.
Raveenderen, who affirmed an affidavit in opposing the application on April 1, said that Hasrat Budi on March 29 issued a notice to him where Hasrat Budi had exercised its put option under Clause 10.2 of the shareholder agreement.
A case management was done on Monday (April 4) before High Court senior assistant registrar Nabila Syaida Mohamad, who fixed June 9 for the hearing of the OS before Judicial Commissioner Adlin Abdul Majid.