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Ranjeet Singh Sidhu of 3Lyon Group Ordered By High Courts in Malaysia And In The UK To Pay Zavarco Group Over RM 600 Million For Various Breach Of Fiduciary Duties (CBT)…!​

Multiple cross jurisdiction judgements in Malaysia and UK against Datuk Wira Ranjeet Singh Sidhu (Ranjeet), former Group MD of Zavarco Group and current founder/director of Vascory group, 3Lyon group and beneficial owner/controller of Kuber Venture Berhad for various corporate wrongdoings and misappropriations of funds including including breach of trust.

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Judgements against Ranjeet:
  • €101.5 mil (appx RM 512 mil) judgement in Zavarco plc vs Ranjeet Singh Sidhu in UK High Court for wrongly issuing to himself shares of a public company (Zavarco Plc) without paying cash consideration. A criminal offence in the UK.
  • RM 29 mil judgement (excluding interest) in Zavarco Berhad vs Ranjet Singh Sidhu in High Court of Malaya for wrongfully manipulating Zavarco Berhad’s books to claim money for himself as refund for director advances. A criminal offence in Malaysia.
  • RM 61 mil judgement (including punitive and exemplary damages but excluding interest) in Zavarco plc vs Ranjeet Singh Sidhu in High Court of Malaya for siphoning RM 12 mil of investors’ money into his personal account. A criminal offence in Malaysia.
1. In a Landmark Decision in Zavarco plc vs. Ranjeet Singh Sidhu the UK High Court Ordered Ranjeet Singh Sidhu to make €101.5 Million payment including interest.

In a significant legal development, Datuk Wira Ranjeet Singh Sidhu (Ranjeet) faces a substantial financial obligation following a ruling by the UK High Court in the case against him.

The court has ordered Ranjeet to pay €84 million and an additional interest of approximately €17.5 million to Zavarco plc, which translates to a judgement of over RM 500 mil in today’s exchange rate!

Ranjeet had through an appeal challenged the decision of the High Court Judge, who determined that Ranjeet was obligated to pay the specified amount to Zavarco plc. The Court of Appeal concluded on 22 July 2022 that it lacked the authority to relieve Ranjeet from his liability under the memorandum of association.

Ranjeet had incorporated Zavarco plc in the UK under the Companies Act 2006 (CA2006) to act as a listing vehicle to raise money for the development of a fibre optic telecommunications network in Malaysia.
He had claimed that his earlier attempts to raise the necessary money through a Malaysian company had been apparently unsuccessful.

Once incorporated, the Malaysian company’s shareholders would exchange their shareholding in that company for new shares in Zavarco plc, which would then be listed on the Frankfurt Stock Exchange.

Under this arrangement, Ranjeet, acting as one of the Malaysian company’s shareholders, would be allotted 840 million shares in Zavarco plc, each with a nominal value of €0.10.

More importantly, Zavarco plc would not be receiving cash in exchange for allotting the new shares. Rather, it would be acquiring the existing shares in another Malaysian company. As a result of this, Zavarco plc would be required by law to obtain a valuation of the existing shares in the Malaysian company, unless the arrangement was being put in place as part of a merger. The share exchange agreement between the shareholders of the Malaysian company and Zavarco plc included a schedule designed to set out which shareholders would acquire shares in Zavarco plc. However, that schedule had been left blank. It was not clear who held what shares in the Malaysian company or, indeed, which shares were being transferred to Zavarco plc.
In addition, no valuation report was ever produced or provided to Zavarco’s shareholders. Following the listing, Zavarco plc’s share price initially held up well. However, once shareholder lock-up arrangements had expired, the share price collapsed.

Zavarco plc then brought proceedings against Ranjeet. In particular, Zavarco plc claimed that there had been a breach of section 593 of CA2006 and that Ranjeet was required to pay a total of €84m in relation to the shares he had been allotted.

It was common ground that no valuation had been conducted and so the company had not complied with section 593 of CA2006. The key question for the court, therefore, was whether the share exchange was an “arrangement” that fell within the exception in section 594.
The UK High Court then found that there was no “arrangement” for the purpose of section 594 in Zavarco plc. To fall within that section, the proposed transaction needed a basic level of coherence. In particular, it needed to be clear who would be transferring their shares to Zavarco and how many shares in Zavarco each of those persons would receive in return. The same arrangement needed to deal with both the transfer by, and the subsequent allotment to, each shareholder of the Malaysian company. However, the share exchange in this case did not comply with section 594 of CA2006 for a variety of reasons. As a result, the exception in section 594 did not apply and the arrangement contravened section 593 of CA2006. Ranjeet was liable to pay €84m for the shares he had received.
The decision emphasises the importance for public companies and their shareholders of ensuring statutory requirements are complied with when allotting new shares.

The requirements when allotting for non-cash consideration are exacting and failure to follow them can have significant consequences. From the company’s perspective, failure to comply with section 593 of CA2006 is a criminal offence.

In addition, without conducting a proper valuation of any non-cash assets, the company runs the risk of becoming undercapitalised and potentially unable to fulfil its debts. From the directors’ perspective, authorising the allotment of shares without an independent valuation is likely to amount to a breach of statutory duty to the company.

In particular, directors risk allegations of acting beyond their powers, without reasonable care, skill or diligence, or in a way that does not promote the success of the company for the benefit of its members. In addition, any director of the company who is “in default” will also be committing a criminal offence.

2. In suit Zavarco plc vs. Ranjeet Singh Sidhu in the High Court of Malaya, the court ordered Ranjeet Singh Sidhu to make RM61,042,063 judgement payment to Zavarco plc including punitive and exemplary damages (excluding interest) and declaration that Ranjeet had committed criminal breach of trust.
Separately, Zavarco plc had through the High Court of Malaya sued Ranjeet and the Group CFO of Zavarco, Mr. Loo Seng Kit, for misappropriation of over RM 12 mil of investors’ money which Ranjeet had siphoned into his personal bank account and the bank account of his friends. The High Court had on the 24 April 2018, ordered Ranjeet and Loo to make the RM 12 mil stolen payments back to Zavarco plc (which remain unpaid till today).
The court also recorded a declaration that Ranjeet and Loo have acted in breach of their contractual, statutory and/or regulatory, fiduciary and/or common law duties and/or obligations as Executive Directors and/or Directors of Zavarco plc.

In simple terms, Ranjeet and Loo had committed Criminal Breach of Trust against Zavarco plc. Ranjeet and Loo had filed their appeals at the Court of Appeal and later at the Federal court, where the appeals were unanimously rejected with cost.

The Court had also awarded Zavarco plc general damages as well as punitive and exemplary damages amounting to approximately RM 49 mil against Ranjeet and Loo.

3. In the suit Zavarco Berhad vs. Ranjeet Singh Sidhu (counter claim) in the High Court of Malaya, the court ordered Ranjeet Singh Sidhu to make RM29,412,470 judgement payment to Zavarco Berhad and declaration that Ranjeet had committed criminal breach of trust.

In another case, Ranjeet had fraudulent tried to claim money from Zavarco Berhad by altering the books of Zavarco Berhad.
The High Court had dismissed Ranjeet’s claim and instead awarded a special damages to be paid by Ranjeet to Zavarco Berhad amounting to more than RM 29 mil.

The High Court of Malaya also recorded a separate declaration that Ranjeet had acted in breach of his contractual, statutory and/or regulatory, fiduciary and/or common law duties and/or obligations as Executive Director and/or Director of Zavarco Berhad. Similarly in simple terms, Ranjeet had personally committed Criminal Breach of Trust against Zavarco Berhad. Ranjeet had filed his appeals at the Court of Appeal and later at the Federal court, where the appeals were unanimously rejected with cost.

 
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