[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
the decision that the Company would pay the directors’ income tax, as shown
in Seah’s pleaded case in Suit 446. 86
69 I accept that these benefits in 2015 were for reimbursement of personal
taxes incurred in 2014. This is corroborated by Tan and is consistent with the
Company’s profit and loss statement for FY2015 which recorded the payments
as for “personal tax”, which must mean that they were for taxes on income in
the preceding year, 2014. Further, the Defendants had not breached Art 75 of
the Articles that requires the remuneration of directors to be “from time to time
determined by the Company in general meeting”. 87 It was undisputed that the
shareholders had, in 2006, decided that their taxes be borne by the Company
every year. This assent was as binding as a resolution in general meeting (see
Duomatic at [41] above). Article 75 only requires this decision to be revisited
from “time to time”. Hence there was no need to seek Wei’s consent on these
payments when he came on board or to revisit this decision yearly. Even if
Wei’s consent should have been obtained in 2015, it is not shown that the
Defendants had deliberately kept him in the dark pertaining to the 2015
Directors’ Benefits. The manner of treating such payments was agreed in 2006
and they could have simply forgotten to update Wei at the material time.
Notably, Wei did not explain nor elaborate on this issue in his AEIC. Finally, I
make no findings concerning the 2015 Directors’ Benefit paid to Teo. This was
not pleaded and the Defendants were not cross-examined specifically on this.
2018/2019 Salaries and the Defendants’ salary increments for FY2016
70 In closing submissions, Wei submits that the 2018/2019 Salaries were
decided without his knowledge. Further, by 2018, most of the staff had left the
86
DCS at [147]–[148]; 2AB 578.
87
1AB 14.
30