Court rules against Mustafa Centre boss in minority shareholder lawsuits

The High Court yesterday ruled against the boss of Mustafa Centre, Mr Mustaq Ahmad, in two minority oppression suits, one filed by his step-family and the other by the sons of his business partner.

The two suits centre on the shareholdings in Mohamed Mustafa and Samsuddin Co, which is behind the popular department store in Little India.

The shareholders and directors were Mr Mustaq, Mr Samsuddin Mokhtar Ahmad, Mr Mustaq's father Mohamed Mustafa, and Mr Mustaq's wife Ishret Jahan.

After the deaths of Mr Mustafa, in July 2001, and Mr Samsuddin, in April 2011, their shareholdings passed to their respective estates.

In 2017, Mr Mustaq's five step-siblings and their mother, led by Mr Ayaz Ahmed, sued Mr Mustaq and others, alleging that their interests as minority shareholders had been oppressed.

Mr Samsuddin's sons, Mr Fayyaz Ahmad and Mr Ansar Ahmad, filed a similar suit.

Besides Mr Mustaq, the other defendants are Madam Ishret, their children Shama and Osama, and Madam Ishret's brother Iqbal.

Mr Mustaq contended that he was the sole owner of the company. The defendants chose not to testify, arguing that the plaintiffs have not provided sufficient evidence to make out the key elements of their claims.

Yesterday, Justice Mavis Chionh found that the available evidence was sufficient to establish that Mr Mustaq and Madam Ishret had conducted the company's affairs in a manner that was oppressive to the other shareholders.

The acts included share allotments in 1995 and 2001 that increased the couple's collective stake and gave them majority control while diluting the interests of the other shareholders.

Justice Chionh found that the allotments were in breach of the company's Constitution, that they were conducted at an undervalue, and that there was no genuine commercial purpose for either allotment.

The judge also found that the couple had misappropriated company funds by taking unsecured and interest-free loans and not declaring dividends while paying themselves substantial directors' fees.

She found that Mr Mustaq was aware of and, at the very least, "acquiesced" in a scheme to collect "cashbacks" from employees after overstating their salaries in work pass applications.

Between 2001 and 2013, Mr Mustaq received between $3 million and $5 million annually in directors' fees, while his wife received between $200,000 and $400,000.

No dividends were declared until 2014, when Mr Ayaz and Mr Fayyaz started becoming more confrontational.

As for the loans, the judge made it clear that it was not improper for a director of a private company to take a loan.

"In the present case... I am satisfied that the taking of what were really very substantial unsecured and interest-free loans by the defendants demonstrated that they were treating the company as a ready source of personal funding," said the judge.

She also declared that two share allotments were null and void.

This means that the stake held by Mr Mustaq and Madam Ishret will revert to 48.9 per cent. The shares held by the Mustafa estate will now stand at 25.4 per cent, while the Samsuddin estate will have a 25.7 per cent share.

The judge ordered Mr Mustaq and Madam Ishret to buy out the other shareholders, at a price to be determined by an independent valuer.

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A version of this article appeared in the print edition of The Straits Times on August 17, 2021, with the headline Court rules against Mustafa Centre boss in minority shareholder lawsuits. Subscribe