KUALA LUMPUR (Jan 18): Revenue Group Bhd has initiated legal action against its two largest shareholders — the Ng brothers, Brian and Dino Ng, who co-founded the group — to seek a declaration that the duo had violated listing rules, contravened the Capital Markets And Services Act 2007, and breached their duties as directors of the group.

In the suit filed together with its wholly-owned Revenue Harvest Sdn Bhd, the group is also seeking for the ownership transfer of a vehicle with the registration number BPR 3108 from the duo, the payment of RM410,343, and general damages that the court deems fit.

The action that was filed at the High Court here on Monday also named Safety & Bullet Film Sdn Bhd among the defendants, according to Revenue Group's bourse filing on Tuesday.

Revenue Group claimed that the brothers had violated Bursa Malaysia's listing requirements in relation to the group's unaudited quarterly reports from the three months ended Dec 12, 2020 right up till Sept 30, 2022, but did not specify what the violations were.

As for the contravention under the CMSA 2007, the group claimed it was to do with Section 317A, which deals with the prohibited conduct of a director or officer of a listed corporation, whereby a director or an officer of a listed corporation or any of its related corporations shall not do or cause anyone to do anything with the intention of causing wrongful loss to the listed entity or any of its corporations, irrespective of whether the conduct causes actual losses.

As for the vehicle bearing the BPR 3108 registration number, the group wants a court order to compel the brothers to transfer ownership of the vehicle within 14 days of the judgement. It also wants the brothers, together with Safety & Bullet Film, to be held accountable for and to pay the group the RM410,343.

Revenue Group also filed for an interim order under the suit to restrain the two brothers from being directors or to participate in any direct or indirect management of the group until any such time as determined by the court.

It also wants the duo to be restrained from exercising any voting rights or any other rights under the shares of the group that they hold until the final disposition of the suit; and to restrain them from acquiring, selling, or otherwise managing those shares.

The suit and the application have been fixed for case management via e-review on Jan 30.

The group suspended the two brothers — both executive directors of the board — from their executive functions earlier this month, pending investigation over certain complaints raised against them.

The duo are fighting back with Brian, the largest single shareholding of the e-payment solutions provider with an 11.637% stake, requisitioning an extraordinary general meeting to remove the group's current board of directors, which is led by the group's third co-founder, managing director-cum-alternative chairman Eddie Ng. They also claimed that the suspension was done without following due process.

Dino is the group’s second largest shareholder with an 11.44% stake, while Eddie has 8.331%. Eddie has no familial relationship with the two brothers. 

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