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DENIYAL BIN KAMIS V MAPO ENGINEERING PTE LTD & 2 ORS HC/S 331/2021

INTRODUCTION

In a recent pronouncement by the Singapore High Court, the Court awarded to our client, Mr. Deniyal (the Plaintiff) an amount of $636,408 in dividends and director’s fees wrongfully rerouted from our client by the Plaintiff’s fellow director and majority shareholder (the 3^rd Defendant), Mr Niew Bock Leng (“Mr. Niew”), and ordered a buy out of the Plaintiff’s shares on the basis of minority oppression.

These dividends and director’s fees were declared between 2006 and 2013 in 2 companies in which the Plaintiff and Mr. Niew were shareholders – Mapo Engineering Pte Ltd (“MEPL”), and Mapo Marine Pte Ltd (“MMPL”), the 1^st and 2^nd Defendants respectively. However, it was the Plaintiff’s case that none of these monies were actually received by the Plaintiff. It was eventually held by the Court that $636,408 of these monies were rerouted by Mr. Niew on the basis of alleged “loans” taken up by the Plaintiff from the 3^rd Defendant that did not actually exist.

In addition to the monies which the Court granted, the Court also ordered Niew to buy out the Plaintiff’s shares without any discount in the 1^st and 2^nd Defendant companies for a sum yet to be determined by an independent valuer.

Walter Silvester, Walter Alexander and Tan Hoe Shuen from Silvester Legal LLC acted for the Plaintiff in successfully obtaining the judgment from the Singapore High Court in favour of the Plaintiff.

BACKGROUND FACTS

The Plaintiff was a director and 10% shareholder of MEPL, and a director and 30% shareholder of MMPL. He was appointed as Senior Operations Manager of MEPL, MMPL, Matopo, and MMSPL. The Plaintiff did not contribute to the capital of MEPL or MMPL and did not furnish consideration for his shares. While the Plaintiff played a significant role in operational matters, he was not involved in non-operational matters. He had autonomy in making operational decisions and overseeing operations at Keppel Yard (a shipyard).

Mr. Niew is a director and 80% shareholder of MEPL and director and 60% shareholder of MMPL. He is also sole director of Matopo and MMSPL. Mr. Niew contributed startup capital to MEPL and MMPL, and both companies remain substantially indebted to him. He effectively exercised control over MEPL and MMPL, with full control over finance and business development.

Ms. Celesty Neo is daughter of Mr. Niew and 10% shareholder in both MEPL and MMPL.

The history of the dispute stemmed from the involvement in the Mapo Group including the incorporation of Mapo Marine Services (MMS) in 1986, with Mr. Niew starting the sole proprietorship and later incorporating it as MMSPL in 2010.

MEPL (Mapo Engineering Pte Ltd) and MMPL (Mapo Marine Pte Ltd) were incorporated in 2003 and 2006, respectively. The Plaintiff received a stake in both companies.

The Plaintiff claims that he initially had blind faith in Mr. Niew’s management of their companies within the Mapo Group but later confronted him about irregularities in the financial management. Their relationship soured in 2019 when the Plaintiff raised concerns about financial irregularities and demanded disclosure of financial documents. He eventually sought legal counsel, leading to his removal as a cheque signatory in 2018. Demands for financial document disclosure were made, resulting in the Plaintiff’s termination from MEPL and MMPL in February 2020.

The Plaintiff claimed the termination was a move to deny him access to financial documents, while Mr. Niew argued it was due to the Plaintiff’s refusal to report to work and neglect of his duties. The dispute escalated when Ms. Celesty was appointed a director in April 2021. After commencing legal proceedings against the defendants Mr. Niew also extended two buy-out offers to the Plaintiff to settle the suit.

Read Full Case Summary: Case Summary (DENIYAL BIN KAMIS v MAPO ENGINEERING PTE LTD)