Page 427 - FINAL MASTER 616pp 20-6-19 SOUND

The Consent Order of the First Tier Property Tribunal approved a settlement agreement which had been negotiated and agreed by Paul Brown-Constable on behalf of MHML. Paul Brown- Constable was at all material times and remains a director of MHML. He lives at Mitre House (Flat 7) and took upon himself sole responsibility for the Mitre House management service activity. Until this point the other directors (Segar Karupiah and Dima International Limited, aka Jamil Raja) had remained completely invisible, taking absolutely no part in the management , not replying to letters, and making clear that they had no interest in responding to the concerns of the leaseholders.
Segar Karupiah, who is a Malaysian accountant, also lives at Mitre House (Flat 2). He was a director of MHML until 29 September 2016, when he resigned as a director. It may be relevant to add that he has resigned from 5 companies and has held 14 appointments at 14 different dissolved companies. It is therefore safe to assume that he knows about dissolving companies.
Jamil Raja, a certified accountant who currently prepares the accounts of MHML, was at all material times (and remains) a shadow director of MHML. He technically exercises managerial control of MHML through a company called Dima International Limited (a corporate director, of which he is the sole shareholder and the sole director).
This settlement agreement negotiated by Mr Brown-Constable on behalf of MHML, and approved by the Tribunal, contained provisions to the effect that the then existing directors of MHML would resign, and that MHML would issue new shares to those leaseholders at Mitre House who were not already shareholders of MHML. The shareholders would then elect new directors of MHML to replace the resigning directors.
Neither Mr Raja nor Mr Karupiah attended the hearing of the First-Tier Property Tribunal and appeared to take no interest in the proceedings. However following the Order issued by the Tribunal Jamil Raja suddenly got involved for the first time, claiming to be (in his personal rather than corporate capacity) the Managing Director of MHML. (This notwithstanding that he had not then and has not since been appointed in person as a director of MHML). He countermanded and repudiated, on behalf of MHML, the agreement reached by Paul Brown-Constable, and gave instructions that no further communications were to take place with MHML through Mr Brown- Constable. He indicated however that MHML would be prepared to transfer the head lease of Mitre House to a new company owned by all the leaseholders, including himself.
Reply: And neither did any of Mrs Hillgarth’s alleged majority of complainants attend the Tribunal.
It is believed that the reason Mr Raja was so anxious to countermand the agreement made on behalf of MHML was that this would have exposed the books and records of MHML to the incoming directors and that they would have started proceedings against the past directors (including Mr Brown-Constable and himself) for fraud, misfeasance and breach of fiduciary duty. He preferred to transfer the head lease to a new company owned by all the leaseholders and then to dissolve MHML as soon as possible.
While the Property Tribunal had jurisdiction to effect a change of management at Mitre House, it had no jurisdiction to enforce that part of the settlement agreement relating to the issue of further shares in MHML, or the resignation of its directors. Enforcement of that part of the settlement agreement would have required renewed litigation in a different court. Therefore