VIGNA RAJ A/L SITHAMPARANATHAN 1. ) METRO ELDERCARE SDN BHD 2. ) RAMESH SIVARAJ A/L RAJASINGAM CHELLIAH PENCELAH Ushadevi A/p Velayutham

VIGNA RAJ A/L SITHAMPARANATHAN 1. ) METRO ELDERCARE SDN BHD 2. ) RAMESH SIVARAJ A/L RAJASINGAM CHELLIAH PENCELAH Ushadevi A/p Velayutham

The application for leave was dismissed because the plaintiff failed to prove on the balance of probabilities that he acted in good faith to protect the company's interest and not for collateral personal purposes; the allegations primarily concerned the plaintiff's personal losses and inconsistent concurrent proceedings, and did not establish company loss or satisfy the higher threshold required under s348(4).

Citation
BA-24NCvC-448-06/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Vigna Raj A/L Sithamparanathan; 1st Defendant: Metro Eldercare Sdn Bhd; 2nd Defendant: Ramesh Sivaraj A/L Rajasingam Chelliah; 3rd Defendant: Ushadevi A/P Velayutham
Court
High Court
Jurisdiction
Malaysia
Judgment Date
30 November 2021
Case Number
BA-24NCvC-448-06/2020 (Mahkamah Tinggi)
Procedural Posture
Originating Summons for Leave to Commence Derivative Proceedings Under Companies Act 2016 / High Court Judgment on Application for Leave (dismissed)
Outcome
Application for leave to commence derivative action denied and dismissed
Legal Topics
Derivative Proceedings, Fiduciary Duties, Share Dilution, Misappropriation of Company Funds, Leave to Commence Proceedings
Source Language
Malay/English
Company Law Civil Procedure Equity and Trusts Derivative Proceedings Fiduciary Duties Share Dilution Misappropriation of Company Funds Leave to Commence Proceedings

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Parties

Vigna Raj A/L Sithamparanathan

Plaintiff

Metro Eldercare Sdn Bhd

1st Defendant

Ramesh Sivaraj A/L Rajasingam Chelliah

2nd Defendant

Ushadevi A/P Velayutham

3rd Defendant

Procedural Posture

Originating Summons for Leave to Commence Derivative Proceedings Under Companies Act 2016 / High Court Judgment on Application for Leave (dismissed)

Legal Issues

  1. 1 Whether plaintiff acted in good faith under s348(4)(a) of the Companies Act 2016
  2. 2 Whether the proposed derivative action is in the best interest of the company under s348(4)(b)
  3. 3 Whether the procedural prerequisite notice under s438(2) was validly given

Ratio Decidendi

The application for leave was dismissed because the plaintiff failed to prove on the balance of probabilities that he acted in good faith to protect the company's interest and not for collateral personal purposes; the allegations primarily concerned the plaintiff's personal losses and inconsistent concurrent proceedings, and did not establish company loss or satisfy the higher threshold required under s348(4).

Court Disposition

Application for leave to commence derivative action denied and dismissed

Orders

  • Application dismissed with costs
  • Leave to commence derivative proceedings pursuant to Companies Act 2016 sections 347 and 348 refused