Indian court extends restraining order on directors of Singapore-owned JV

PETALING JAYA: Two directors of an Indian joint venture owned by two of Singapore’s largest construction companies remain barred from entering into transactions without board approval, after an Indian court refused to lift a restraining order on Wednesday.

Woh Hup (Private) Limited chairman Kim Yong and his brother Eugene, a director, are seeking to set aside the interim order obtained against them last month in a lawsuit filed by joint venture partner Lee Kim Tah (Pte) Ltd in Bengaluru.

The suit alleges that the brothers breached fiduciary duties owed to L&W Construction Private Limited, the joint venture vehicle, by failing to act against a senior executive accused of serious misconduct, including corruption.

L&W is involved in major projects in India linked to Temasek-backed developers CapitaLand and Mapletree.

In their application, filed last week, the Yong brothers contend that the Bengaluru commercial court lacks jurisdiction to hear the case.

They are seeking an order to “return the plaint” to Lee Kim Tah so it can be filed in the appropriate court “in the interest of justice and equity”.

They say the lawsuit does not fall within the definition of a “commercial dispute” and fails to meet the monetary threshold set by Indian law for adjudication by a commercial court.

Lee Kim Tah’s suit claims CapitaLand had, in 2023, informed L&W’s board that the joint venture company’s employees had paid bribes to CapitaLand staff in connection with a project in Pune.

An independent governance audit was subsequently commissioned, which reportedly uncovered significant irregularities involving the senior executive.

The suit further states that a Singapore law firm had, also in 2023, recommended that L&W initiate legal action against the executive and his alleged accomplices.

The firm suggested pursuing recovery of about 33 crore Indian rupees (approximately US$3.5 million), along with other improper payments, losses, and the disgorgement of profits.

Lee Kim Tah claims the Yong brothers breached their fiduciary duties to L&W by failing to take prompt action despite the seriousness of the findings.

In response, the brothers argue that the claims fall outside the commercial court’s subject matter jurisdiction.

They also allege that Lee Kim Tah’s filing contained “misrepresentations” and “suppression of facts”, and created a “false sense of urgency” to secure interim relief.

The application is scheduled to be heard by judge Arjun S Mallur on June 15.

A criminal complaint has been filed against the senior executive, accusing him of abusing his authority to channel company funds to unauthorised parties through allegedly fake or duplicate invoices. A first information report was registered last week, and investigations into the complaint are ongoing.

Meanwhile, another former L&W executive—previously accused of bribery and held in judicial custody for nearly two years while awaiting trial—has since been acquitted.

He claims he was sacked and framed after acting as a whistleblower to expose the senior executive’s alleged wrongdoing, resulting in criminal proceedings.

He further claims that the actions alleged against him were carried out entirely under the senior executive’s instructions.