Saffron Info Systems Sdn. Bhd. v Saravanan A/L Subramaniyan

Appellant(s): Saffron Info Systems Sdn. Bhd.

Respondent(s): Saravanan A/L Subramaniyan

• YA Datuk Ravinthran a/l Paramaguru
• YA Dato Alwi Bin Abdul Wahab
• YA Dato' Ahmad Fairuz bin Zainol Abidin

• The appellant paid a total of RM970,000.00 to RC Buminiaga Sdn Bhd (RCB) for the purchase of shares.
• The appellant contended that when the share sale did not materialise, the sum became a loan repayable by both RCB and the respondent, who was the sole director of RCB at the time.
• The appellant sought to hold the respondent personally liable for the repayment of these sums, alleging fraudulent misrepresentation and the use of RCB as a shield from liability.

• Whether the learned High Court Judge erred in law and in fact by refusing to hold the respondent personally liable for the sums claimed.
• Whether the corporate veil should be lifted to attribute personal liability to the respondent for the company's debts.
• Whether there was sufficient evidence of fraud, misconduct, or unconscionable conduct to justify piercing the corporate veil.

• The Court affirmed the principle of separate legal personality of a company, as enshrined in Section 20 of the Companies Act 2016.
• There was an absence of a concluded agreement for the share sale, and no evidence that the respondent acted as a personal guarantor or committed fraud to warrant lifting the corporate veil.
• The payments were made to RCB, and the funds were used for legitimate operational expenses of the company, with the appellant's knowledge and implied consent, thus the appeal was dismissed.