The court found no evidence of conspiracy to injure the company or breaches of directors' duties, emphasizing the need for evidence of intent to establish claims.

JUDGMENT

Darryl Goon Siew Chye J:

[1] This was yet another in what now appears to be a series of legal disputes arising out of a joint venture company by the name of Nautilus Tug & Towage Sdn Bhd ("NTT").

[2] In this suit the disputes presented to court were between NTT, as the plaintiff, and one of its minority shareholders, a company by the name of Nautical Supreme Sdn Bhd ("NSSB") as the 1st defendant, and two of NTT's directors namely, the 2nd defendant Dato' Seri Timor Shah Rafiq ("Timor") and the 3rd defendant Dato' Wan Mohamed Yaacob Wan Salaidin ("Wan").

[3] NTT's allegations against the defendants in this suit were twofold. They were founded upon causes of action in the civil tort of conspiracy and breaches of directors' duties.

Background

[4] Vale Malaysia Minerals Sdn Bhd ("Vale") is a subsidiary of a large multi-national mining company known as Vale International SA. In Malaysia, the Maritime Terminal of Teluk Rubiah in Perak was one of Vale's projects. In respect of this project, Vale required the use of Harbour Tugboats to assist with the berthing and un-berthing of very large ore carriers and other vessels that would call at the Maritime Terminal.

[5] Timor is a director in some of the companies belonging to the Dwitasik Group of companies. The ultimate holding company of the Dwitasik Group of companies is Dwitasik Sdn Bhd. It is not in dispute that the beneficial owners of the Dwitasik Group of companies are members of a royal family.

[6] Dato' Sri Captain Suresh Emmanuel Abishegam ("Suresh") is with the Azimuth group of companies. The ultimate holding company of the Azimuth Group of companies is East India Shipping Corporation Sdn Bhd ("EISC"). Suresh is the majority shareholder of EISC.

[7] As for the joint venture, initially, a company by the name of Nautilus Perak Marine Services Sdn Bhd ("NPMS") was established and intended as the joint venture vehicle to bid for and undertake the services required by Vale. The plan was that Dwitasik Group would have a 70% stake in NPMS while the Azimuth Group would have the balance 30%.

[8] However, in the course of negotiations Vale changed its requirements. Instead of Vale acquiring and owning the tugboats it required, Vale now wanted to charter them. This change called for a much higher financial commitment, as it now required the construction and ownership of the tugboats required by Vale. As a result, another joint venture company was established and used to pursue the Vale contract; a joint venture company where NSSB would instead take a smaller share as it did not want the larger financial exposure. That joint venture company was NTT.

[9] NTT first began as a joint venture company consisting of two shareholders namely Azimuth Marine Sdn Bhd ("AMSB") and NSSB. As the name suggests, AMSB is part of the Azimuth Group of companies while NSSB is part of the Dwitasik Group of companies. To cement the relationship among the entities and to capture the terms and conditions upon which their relationship was based, a Shareholders Agreement dated 15 March 2013 was entered into among NTT, AMSB and NSSB ("Shareholders Agreement").

[10] Consequent upon the Shareholders Agreement, AMSB became the majority shareholder holding 80% of NTT's share capital which amounted to 800,000 NTT shares. NSSB became the minority shareholder holding 20% of NTT's share capital which amounted to 200,000 NTT shares.

[11] Subsequently however, AMSB transferred 100,000 of its NTT shares to an individual by the name of Jaya Sudhir a/l Jayaram ("Sudhir") and these shares were subsequently registered in Sudhir's name sometime in April 2016. That became the subject matter of litigation between the parties in two separate suits namely Kuala Lumpur High court Suit No WA- 22NCC-165-05/2017 ("Suit 165") and Kuala Lumpur High court Suit No WA-22NCC-113-03/2018 ("Suit 113").

[12] For the purposes of representation on the Board of Directors of NTT, each shareholder of NTT had their own representatives. Board representation wa