KUALA LUMPUR, April 4 – Two agreements disclosed in another lawsuit involving MySJ Sdn Bhd describe the private company as the owner of the MySejahtera app, its intellectual property (IP) rights, and the platform through which the mobile Covid-19 app operates.
An August 27, 2021 shareholders’ agreement in respect of MySJ Sdn Bhd – between MySJ shareholders Revolusi Asia Sdn Bhd and Hasrat Budi Sdn Bhd, and Entomo Malaysia Sdn Bhd and Raveenderen Ramamoothie (Entomo founder and group CEO), and MySJ – and a separate share sale agreement in respect of MySJ between Revolusi Asia, Entomo Malaysia and Raveenderen, and Hasrat Budi on the same date – were disclosed in Hasrat Budi’s February 24 affidavit in its lawsuit filed on the same day at the High Court here.
Litigation by Hasrat Budi, which is fully owned by property developer Eco World Development Group Berhad, was initiated against Entomo Malaysia (formerly KPISoft Malaysia Sdn Bhd) that developed the MySejahtera app; Revolusi Asia; Raveenderen (MySJ alternate director); Anuar Rozhan (MySJ director); Shahril Shamsuddin (MySJ director); and MySJ to insist on its strict contractual rights from the shareholders’ agreement – due to a conflict over directorship of MySJ.
The shareholders’ agreement highlights the objective by Revolusi Asia, and Entomo Malaysia and Raveenderen to scale up MySJ’s business “to become a serious technology company with growth potential for listing in the near future as the owner of the MySejahtera application, which is capable of being a one-stop portal or application that allows users to access multiple commercial opt-in services within the application”.
According to the August 27, 2021 shareholders’ agreement, Revolusi Asia, and Entomo Malaysia and Raveenderen undertake within 12 months from the date of the agreement to procure the registration of all registrable IP in and to the MySejahtera app in MySJ’s name.
They also undertake, within a year from the agreement, to help MySJ establish its own dedicated team to develop API gateways, data connection to the MySejahtera app, and generally to develop its “unlimited commercial services modules on the existing MySejahtera application”.
According to the August 27, 2021 share sale agreement in respect of MySJ, the OEM software licence agreement between Entomo Malaysia and MySJ grants MySJ an exclusive, sub-licensable, and perpetual licence to the MySejahtera app, as well as a non-exclusive, non-transferable, non-sublicensable right and perpetual licence to use the KPISoft software.
However, Entomo is the “developer and legal and beneficial owner of the KPISoft software”.
In the share sale agreement, MySJ is described as the “owner of the platform”, through which the MySejahtera app operates, for the Malaysian government to manage the Covid-19 outbreak.
The share sale agreement also states that MySJ is the “legal and beneficial owner of all rights, title and interest, including intellectual property rights in the MySejahtera application and all related technology, knowledge, know-how, updates/ upgrades, and trade secret in relation to the MySejahtera application.”
MySJ “is and shall be the legal and beneficial owner of all rights, title and interest in and to such additions, enhancements, changes, modifications, including introduction of new or changes in features to the MySejahtera application or made to the KPISoft software for the MySejahtera application, save and except that the rights, title and interest in and to the KPISoft software and its trademarks shall be retained by Entomo”.
The share sale agreement also states that the intellectual property owned by MySJ is not the subject of any “licences out”, or licences of intellectual property which have been granted by the company to third parties.
Health Minister Khairy Jamaluddin claimed at the Dewan Negara last Thursday that the government owns the MySejahtera app, its modules, intellectual property rights, trademark, and source code, asserting that the company merely operates the MySejahtera platform, as he cited a description of the app on Apple Store or Google Play that states the app is owned by the government.
The August 27, 2021 shareholders’ agreement described the MySejahtera app as an OEM licence of “Entomo’s application with fully managed services by Entomo pursuant to the OEM licence agreement on software as a service (SaaS) model for the current modules as developed at the request” of the Malaysian government (“government services”).
According to the shareholders’ agreement, Revolusi Asia, Entomo Malaysia and Raveenderen seek to establish MySJ’s own technical team “to be able to develop commercial services offered through add-on modules with the MySejahtera application”, as per the public-private partnership (PPP) proposal, “independent of Entomo”.
They also sought to ensure that MySJ is able to operate, manage, and maintain the “government services pillar” of the MySejahtera app independently of Entomo, as Entomo’s SaaS services may not be renewed upon the expiry of the October 6, 2020 OEM licence agreement between Entomo Malaysia and MySJ that ends December 31, 2025.
The shareholders’ agreement also states that Entomo shall undertake that the OEM licence agreement – which grants MySJ intellectual property of the MySejahtera app and a software licence for RM338.6 million – shall be on “competitive rates” and accord MySJ a profit margin of not less than 30 per cent of revenue earned from services provided by MySJ to the government.
The August 27, 2021 share sale agreement also states that MySJ has “commercially reasonable” security measures and policies in place to protect “all personal data collected by it or on its behalf” from unauthorised access, use, and/ or disclosure.
MySJ Plans To Acquire Health Care Companies, Contract Maybank For Digital Payment Channel On MySejahtera
The August 27, 2021 share sale agreement states that MySJ is in the midst of negotiations to acquire a health care management services company and a digital health care platform services company.
According to the minutes of a coordinating committee meeting on September 22 last year, which was disclosed by Hasrat Budi’s affidavit, the meeting discussed investment into Mudah Healthcare, listing action by Entomo/ Mudah Healthcare, but the content was redacted. The coordinating committee was set up by MySJ’s board under the shareholders’ agreement to review the operation and management of the company.
Mudah Healthcare Sdn Bhd’s website describes itself as an “integrated health care company” that comprises a chain of clinical practices, professional health care consultancy, and provides a complementing health care service for industry players. Its address is stated as Unit 27-12, Level 27, Q Sentral in Kuala Lumpur, next to Entomo Malaysia and MySJ’s shared business address at Unit 27-13, Level 27, Q Sentral.
Based on Companies Commission of Malaysia (SSM) searches yesterday, Mudah Healthcare Asia Sdn Bhd, incorporated on December 1, 2021, lists the Q Sentral business address and Dr Kantha Rasalingam as sole director and shareholder. Mudah Healthcare Sdn Bhd’s company profile shows it was incorporated on October 30, 2020, with the same director and shareholder as Mudah Healthcare Asia Sdn Bhd.
Mudah Healthcare’s website describes Dr Kantha as the company’s managing director and a practicing consultant neurosurgeon at Prince Court Medical Centre here. Former Kuala Lumpur Hospital (HKL) director Dr Heric Corray is listed as Mudah Healthcare’s medical advisor.
The September 22, 2021 coordinating committee meeting also discussed a presentation on a digital insurance business plan. Details were redacted, but AmanInsure was listed for action.
AmanInsure Sdn Bhd’s website describes the company’s objective to improve insurance or takaful protection, including to “mobilise the largest health care digital platform for ease of access and simplified user journey for protection products.”
AmanInsure’s website also features mock-ups of the MySejahtera app with a Covid-19 insurance/ takaful button for the Perlindungan Tenang Voucher Programme, which is a government initiative launched September 2021 to expand social protection for the lower-income group. As of today, the MySejahtera app does not yet feature such a function. AmanInsure’s website does not label the MySejahtera graphics as “mock-ups”, simply describing them as “User Journey”.
According to Perlindungan Tenang’s website, RM50 voucher was allocated last year to eligible Bantuan Prihatin Rakyat recipients to purchase a Perlindungan Tenang product from licensed insurers and takaful operators. Starting January 1 this year, an RM75 voucher would be allocated to eligible Bantuan Keluarga Malaysia recipients to purchase a new Perlindungan Tenang product or to renew their existing Perlindungan Tenang protection plan.
AmanInsure’s website lists the company’s address at Unit 27-12, Level 27, Q Sentral, the same as Mudah Healthcare’s address. SSM’s records accessed yesterday show that AmanInsure Sdn Bhd, which was incorporated on July 19, 2021, is in the process of striking off.
Based on SSM’s filing, AmanInsure has the same registered address as Entomo Malaysia and MySJ at Wisma Adiss Udarama Complex in Kuala Lumpur and the same business address as those two companies at Unit 27-13, Level 27, Q Sentral. The sole director and shareholder of AmanInsure is Mark Anthony S. Eruthianathan.
Notice of the first MySJ board of directors meeting last February 22, which was adjourned to February 25 due to the lack of quorum, lists on its meeting agenda the approval to open accounts and authorised signatories with Maybank, “in connection with contracting with Maybank for provision of digital payment channel on the MySejahtera application”. The meeting agenda was disclosed in Hasrat Budi’s affidavit.
A coordinating committee meeting held last January 5, which was also attended by MySJ designate CEO Aiza Azreen Ahmad on invitation, listed “transfer of intellectual property (IP) to MySJ”, with action by T. Yogaraj (a committee member representing Revolusi Asia) or Aiza, according to meeting minutes disclosed by Hasrat Budi’s affidavit. Details of this particular item of discussion were redacted.
The agenda of the adjourned February 22 MySJ board meeting listed approval for the appointment of independent legal advisors to review the OEM licence agreement and addendum and “transfer pricing of intellectual property (IP) transfer” from Entomo Malaysia to MySJ.
Listed on the meeting agenda was also endorsement of the appointment of Shugan & Co as appointed solicitors to assist in the registration of MySJ’s intellectual property rights with the relevant authorities.
Hasrat Budi’s affidavit accused Raveenderen, Anuar, Entomo Malaysia and/ or Revolusi Asia of “attempting to take control” of MySJ’s board of directors.
Hasrat Budi – which has completed the purchase of 10 per cent of MySJ’s issued and paid-up share capital, with the right for a further 10 per cent – said in its February 24 affidavit that it was surprised that the circulated agenda for the February 22 MySJ board meeting contained a proposal to appoint two additional directors: Raveenderen (whom Hasrat Budi described as “one of the principal persons behind Entomo Malaysia and/ or Revolusi Asia”, with the other “principal” person being Anuar) and Raja Mufik Affandi Raja Khalid.
Hasrat Budi insisted that Raveenderen be the sole director nominated by Entomo Malaysia/ Revolusi Asia, along with the removal of Shahril (former Sapura Energy CEO) and Anuar as MySJ directors, and for Raveenderen to be appointed as director to sit alongside Hasrat Budi’s representative (currently Liew Kee Sin, who is also EcoWorld executive chairman) and an independent director. MySJ’s issued share capital is about RM35.5 million, with Revolusi Asia as majority shareholder.
Khairy told the Senate last Thursday that the Ministry of Health is in the “final stages of negotiations” and “almost signing the contract” with MySJ, for “far lower” than RM300 million. He did not specify the subject of negotiations with MySJ.
The health minister also indicated that MOH wants to continue using MySejahtera beyond the Covid-19 pandemic, such as for personal medical records, even though the government had repeatedly stressed that the app – which was forced onto Malaysians with the threat of criminal penalties – was only for Covid-19 prevention and control. The MySejahtera app has 38 million registered users to date.
There is another ongoing lawsuit involving MySJ – filed last November 24 at the High Court by MySJ shareholder P2 Asset Management Sdn Bhd against Entomo Malaysia, Revolusi Asia, and MySJ for alleged breach of a December 31, 2020 share sale agreement between P2 Asset Management and Revolusi Asia. Revolusi Asia terminated this deal on September 7, 2021.
This is the fourth part of CodeBlue’s investigative series on MySejahtera:
- PAC Report: MySejahtera Developed Without Contract, App’s Ownership Unclear With New Company
- MySJ To Get MySejahtera Intellectual Property, Licensing For RM338.6Mil From App Developer
- Singaporean Company Is MySejahtera Software Owner’s Sole Shareholder
- MySejahtera Scandal Not Unique, France’s Covid-19 App Under Prosecutor Probe