Company files originating summons in shareholder agreement dispute

KUALA LUMPUR: Hasrat Budi Sdn Bhd has filed an originating summons against Entomo Malaysia Sdn Bhd, Revolusi Asia Sdn Bhd, MYSJ Sdn Bhd and three individuals in relation to a dispute over the shareholder agreement.

Entomo Malaysia is a company that used its software, KPISOFT Software, to develop an application known as ‘MySejahtera’ on the basis of corporate social responsibility.

Hasrat Budi as the plaintiff filed the suit through Messrs. Izral Partnership at the High Court here on Feb 24, naming Entomo Malaysia; Revolusi Asia; the principal person in the two companies, R. Raveenderen; MYSJ directors, namely Anuar Rozhan and Tan Sri Shahril Shamsuddin, and MYSJ as the first to sixth defendants.

MYSJ at the material time became the recipient of an award from the government of Malaysia for the operation of an application known as ‘MySejahtera’.

Based on the originating summons, the company is seeking a declaration pursuant to Clause 7.1.1 of the shareholder agreement between the plaintiff and Entomo Malaysia, Revolusi Asia and Raveenderen dated Aug 27, 2021 that the board of directors of MySJ shall comprise Raveenderen, an independent director satisfying the Listing Requirements of Bursa Malaysia Securities Berhad and a representative from Hasrat Budi.

The plaintiff is also seeking the removal of Anuar and Shahril as directors of MYSJ and the appointment of Raveenderen as director of the company.

Hasrat Budi also seeks 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.

The application was made on the grounds that, according to the share sale agreement dated Aug 27, 2021, Hasrat Budi had completed the purchase of 10 per cent of the issued and paid-up share capital in MYSJ and with the right to complete the purchase of another 10 per cent subject to fulfillment of previous conditions.

The company claimed that on the same day, the parties and Raveenderen entered into a shareholder agreement to regulate their relationship, among others, as shareholders of MYSJ.

The plaintiff claimed that recently, Raveenderen, Anuar, Entomo Malaysia and Revolusi Asia had conducted themselves in a manner contrary to the mutual understanding, among others on Feb 17, 2022, MYSJ had called for the first board meeting of the company to be held on Feb 22, 2022.

Hasrat Budi claimed that it had set aside the 14-day notice period and any agenda that would be tabled at the company’s first board meeting would be discussed first at the coordinating committee level.

“The first board meeting of MYSJ should not be called as Hasrat Budi has withdrawn its agreement to waive the 14-day notice requirement. Therefore, the postponed meeting is invalid,” it claimed.