Case Details
- Citation: [2026] SGHC 2
- Title: Kanan Packrisamy v Herbal Pharm Pte Ltd and others
- Court: High Court of the Republic of Singapore (General Division)
- Originating Claim No: 293 of 2024
- Date of Judgment: 6 January 2026
- Judge: Audrey Lim J
- Hearing Dates: 22 October 2025, 1 December 2025 (Judgment reserved)
- Plaintiff/Applicant: Kanan Packrisamy (“Mr Kanan”)
- Defendants/Respondents: (1) Herbal Pharm Pte Ltd (“HP”) (2) Herbal Pharm+ Asia Pacific LLP (“HP+”) (3) Herbal Pharms Direct LLP (“HPD”) (4) Vejaiyan s/o Gunasagran (“Mr Vejaiyan”)
- Counterclaimants: (1) Herbal Pharm+ Asia Pacific LLP (2) Herbal Pharms Direct LLP (3) Vejaiyan s/o Gunasagran (4) Herbal Pharm Organics LLP (5) Herbal Pharm Supplement LLP (6) Herbal Pharms Telelink LLP (7) Herbal Pharms+ LLP (8) Gunasagran s/o Karupaiyah Ponnusamy t/a Herbal Products
- Legal Areas: Contract (variation); Employment Law (contract of service); Tort (conversion)
- Statutes Referenced: “HP” (as reflected in the provided metadata extract)
- Other Metadata Notes: The metadata extract includes the statement: “Entities had not made a claim against him in this Act”.
- Judgment Length: 60 pages, 17,303 words
- Cases Cited: [2026] SGHC 2 (as reflected in the provided metadata extract)
Summary
This High Court decision arose from a dispute between Mr Kanan, a senior executive within a group of companies controlled by Mr Vejaiyan, and the group entities (HP, HP+, and HPD). Mr Kanan sued for wrongful termination of his employment with HP and HP+, contending that his remuneration and employment terms could not be unilaterally varied and that his termination was not contractually justified. The defendants, while disputing aspects of his employment history (including whether he was employed by HPD), also advanced counterclaims alleging that Mr Kanan misappropriated funds belonging to the HP Entities.
The judgment addresses multiple intertwined issues: whether Mr Kanan was separately employed by HPD; whether certain payments made to him were authorised; whether the employer was entitled to terminate without notice; and whether the alleged conduct amounted to breach of employment contract and/or tortious conversion. The court’s analysis turns heavily on documentary evidence, the parties’ agreed practices for authorising payments, and the credibility of the competing accounts regarding the $10,000 advance taken for an Africa work trip and other categories of payments.
What Were the Facts of This Case?
Mr Vejaiyan was described as the controlling mind behind the HP Entities. He was the sole director and shareholder of HP and the principal partner and/or manager of HP+ and HPD. Mr Kanan and Mr Vejaiyan had known each other for about two decades. Around 2011, Mr Vejaiyan engaged Mr Kanan to provide book-keeping and accounting services for the HP Entities. This long relationship later developed into formal employment roles.
On 19 March 2018, Mr Kanan was appointed Chief Operating Officer (“COO”) of HP under an employment contract (“HP Contract”). Under that contract, he was paid a monthly salary of $9,000 and was entitled to an annual performance appraisal bonus, also described as a growth incentive bonus (“GIB”). On 1 January 2021, Mr Kanan was appointed Chief Finance and Operating Officer of HP+ under a separate employment contract (“HP+ Contract”), with a monthly salary of $4,800. A letter dated 1 January 2021 revised his salary under HP down to $5,000 because he would also fulfil a group role and be paid separately under HP+.
By letters dated 10 January 2023, Mr Kanan was appointed CEO of HP and HP+ with effect from 24 November 2022, with a monthly salary of $6,000 each at HP and HP+ with effect from 1 January 2023. The court noted that, save for express terms to the contrary in those letters, Mr Kanan’s terms continued to be governed by the HP Contract and HP+ Contract. Mr Kanan further claimed that he executed an employment contract with HPD on 1 April 2023, appointing him as CEO of HPD with a monthly salary of $3,000, but the defendants denied that he was employed by HPD.
At the material time, Mr Kanan was the highest-ranking officer after Mr Vejaiyan and reported directly to him. He had authority to approve payments from the HP Entities’ bank accounts up to $30,000 per transaction. The evidence also described a level of trust: Mr Vejaiyan said he stepped back from day-to-day operations and allowed Mr Kanan greater responsibility. Mr Kanan similarly asserted that Mr Vejaiyan placed high trust and confidence in him in administering the HP Entities.
By December 2023, the relationship deteriorated, largely due to a $10,000 advance Mr Kanan obtained for a work trip to Africa in May 2023 (“Africa Trip”). Mr Vejaiyan alleged that Mr Kanan took the $10,000 Advance without approval and in breach of trust. Mr Kanan’s position was that he had obtained prior oral approval and that the advance was for legitimate expenses, with subsequent reconciliation and repayment once issues were identified.
Mr Kanan’s account was that he had full access to bank tokens linked to the HP Entities’ UOB accounts and could initiate and authorise payments via the UOB online platform. He also described an established practice for cash withdrawals for reimbursements to Mr Vejaiyan: a payment voucher (“PV”) would be prepared, a cheque issued by Mr Kanan, and the PV and cheque presented to a staff member (Mdm Ponnamal) who would hand over cash from office moneys. Mr Kanan would then hand the cash to Mr Vejaiyan or place it in Mr Vejaiyan’s safe.
Regarding the Africa Trip, Mr Kanan said that on 12 May 2023 he drew the $10,000 Advance for expected expenses, prepared and approved a PV for $10,000, and handed it to a staff member (Ms Kanni). He then transferred $10,000 from the account of Herbal Pharm Organics LLP to his personal bank account. He claimed he had obtained Mr Vejaiyan’s prior oral approval before preparing the PV and transferring the money. After returning on 22 May 2023, he gave Ms Kanni receipts for expenses incurred so she could process his claims. He said he did not think further about the matter until later.
On 5 December 2023, Mr Vejaiyan confronted Mr Kanan about the $10,000 Advance. According to Mr Kanan, Mr Vejaiyan told him that no receipts had been submitted for the Africa Trip, that Mr Kanan had taken the advance when there were no corresponding company expenses, and that there was no standard practice of taking a cash advance prior to a business trip. Mr Kanan did not respond immediately because he lacked supporting documents at that time and wanted to investigate.
After reviewing receipts forwarded by Ms Kanni, Mr Kanan said he realised that some expenses had been incurred before the Africa Trip and were already reimbursed prior to the trip. He claimed that Ms Kanni had overpaid him by about $4,555, which he returned to HP on 8 December 2023. He also made a further repayment of $386.50 as the unused portion of annual travel insurance paid by the HP Entities, because he was informed he would not be travelling anymore.
Following these events, Mr Kanan was demoted. On 8 December 2023, at a meeting attended by Mr Kanan, Mr Vejaiyan, and a staff member (Ms Logeswari), Mr Kanan was handed a letter dated 7 December 2023 from HP (“7/12/23 Demotion Letter”) demoting him from CEO to Senior Vice President of Finance and reducing his total monthly salary to $8,000. The letter stated that the adjustment was due to concerns related to mishandling of company funds, that he would be removed as HP’s director, and that his GIB for 2022 would be “fortified”. Mr Kanan signed to acknowledge the letter.
Mr Kanan then emailed Ms Kanni on 10 December 2023 denying mishandling and asserting that his demotion and salary reduction were unreasonable. The dispute ultimately culminated in termination of his employment with HP and HP+, which he challenged as wrongful. The defendants maintained that the termination was justified and also brought counterclaims alleging misappropriation of funds by Mr Kanan.
What Were the Key Legal Issues?
The case raised several legal questions that required the court to consider both employment contract principles and the evidential basis for alleged misconduct. First, the court had to determine whether Mr Kanan was separately employed by HPD. This mattered because it affected the scope of his employment rights and the relevance of any alleged payments or authorisations connected to HPD.
Second, the court had to assess whether the term of Mr Kanan’s remuneration could be unilaterally varied by the employer. The demotion and salary reduction were central to this issue. The court needed to determine whether the letters and conduct of the parties amounted to a lawful variation of contractual terms, or whether the employer acted without contractual authority.
Third, the court had to decide whether Mr Kanan’s conduct amounted to breach of his employment contract and whether the employer was entitled to terminate without notice. This required the court to evaluate whether the $10,000 advance and other categories of payments were authorised, whether any misappropriation occurred, and whether the alleged conduct met the threshold for summary termination or otherwise justified termination.
Finally, the counterclaims involved tortious conversion. The court had to consider whether Mr Kanan’s receipt and handling of funds could properly be characterised as conversion of property belonging to the HP Entities, and whether the evidence supported that legal characterisation.
How Did the Court Analyse the Issues?
The court’s analysis proceeded by separating the factual and legal questions into structured categories. A key starting point was the employment relationship and the contractual framework governing remuneration. The court accepted that Mr Kanan’s terms were governed by the HP Contract and HP+ Contract, subject to any express variation. The letters dated 10 January 2023 appointing him as CEO were treated as relevant to role and salary, but the court emphasised that, absent express contrary terms, the underlying contractual terms continued to apply.
On the remuneration variation issue, the court focused on whether the employer had the contractual right to reduce salary and alter other components of remuneration (including the GIB) unilaterally. The demotion letter of 7 December 2023 stated that the salary adjustment and other changes were due to concerns about mishandling company funds and that the GIB for 2022 would be “fortified”. The court therefore had to consider whether such changes were permissible under the contract, or whether they were disciplinary measures imposed without contractual basis. This required careful attention to the wording of the employment contracts and the legal effect of the demotion letter and Mr Kanan’s acknowledgement.
On the factual disputes, the court placed significant weight on the authorisation and payment practices within the HP Entities. Mr Kanan’s evidence described a system of access and approval: he could initiate transactions and authorise payments via the UOB platform up to a specified limit, while finance staff could initiate payment transactions by entering payee and purpose details. The court also considered the established practice for cash withdrawals through payment vouchers and cheques, and the role of staff members in handing cash. These details were relevant to whether Mr Kanan’s handling of funds was consistent with ordinary authorised processes or whether it deviated in a way that supported the employer’s allegations.
The $10,000 Advance was treated as a focal point. The court had to decide whether Mr Kanan took the advance without approval, as alleged by Mr Vejaiyan, or whether he had obtained prior oral approval and later reconciled and repaid unused or overpaid amounts. Mr Kanan’s evidence was that he prepared a PV, obtained oral approval, transferred funds from a company account to his personal account, and later provided receipts for expenses. The court also considered Mr Kanan’s subsequent repayments on 8 December 2023, which were said to correct overpayment and unused insurance costs. In contrast, the defendants’ position was that there were no corresponding company expenses and that the advance was not part of standard practice.
Beyond the $10,000 Advance, the court addressed other categories of payments in dispute, including cash received by Mr Kanan, a sum of $26,000 taken in June 2022, a sum of $11,000 claimed by Mr Kanan to be a gift, and payments purportedly for Mr Kanan’s GIB. The court also examined the parties’ agreement on the computation of the GIB amount due and unpaid before termination. This mattered because if the GIB was contractually due, the employer’s refusal or recharacterisation of payments could support Mr Kanan’s wrongful termination claim; conversely, if the payments were unauthorised, they could support the counterclaims.
In relation to authorisation of payments to Mr Kanan’s Amex account and payments to third parties (including True Blue and Image Car Care), the court analysed whether the employer had authorised those payments and whether the authorisation process was followed. The court’s approach indicates a careful evidential method: it did not treat the mere existence of payments as determinative. Instead, it assessed whether the payments were within the scope of authority, consistent with established practices, and supported by documentary or credible evidence.
Finally, for the termination and conversion issues, the court had to connect the factual findings to legal thresholds. For wrongful termination, the court considered whether the employer had grounds to terminate without notice based on breach of employment contract. For conversion, the court considered whether the elements of the tort were satisfied—particularly whether Mr Kanan’s conduct amounted to an unauthorised dealing with property belonging to the HP Entities in a manner inconsistent with the owners’ rights. The court’s reasoning therefore required a synthesis of contract law principles (including variation and termination rights) with tort principles (including unauthorised appropriation).
What Was the Outcome?
The provided extract does not include the court’s final dispositive orders or the ultimate findings on each issue. Accordingly, the precise outcome—whether Mr Kanan’s claims for wrongful termination succeeded in full or in part, whether the demotion and remuneration variation were held lawful, and whether the counterclaims for conversion were allowed—cannot be stated from the truncated text.
However, the structure of the judgment indicates that the court reached conclusions on each of the major sub-issues: employment by HPD, authorisation of disputed payments (Categories 1 to 4), lawfulness of termination remedies, and the conversion counterclaims. To complete a practitioner-ready analysis, the full judgment text (especially the “Conclusion” section and the orders) would be required.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts approach disputes at the intersection of employment contract variation, remuneration adjustments, and alleged financial misconduct. The court’s focus on whether remuneration terms can be unilaterally varied underscores the importance of contractual drafting and the limits of managerial discretion. Employers who seek to demote employees or reduce salary must ensure that such changes are supported by contractual mechanisms or valid agreement, rather than relying solely on internal concerns or disciplinary narratives.
For employees and their counsel, the judgment highlights evidential issues in wrongful termination claims where the employer alleges mishandling of funds. The court’s attention to authorisation processes, established payment practices, and subsequent reconciliation (including repayments) demonstrates that factual nuance can be decisive. Where an employee has access to payment systems and authority to approve transactions, the court will scrutinise whether the employee’s conduct was within the scope of authority and whether the employer’s allegations are supported by credible evidence.
For employers and counterclaimants, the case also shows the evidential burden for tortious conversion claims. Conversion requires more than suspicion of wrongdoing; it requires proof that the defendant dealt with property in a manner inconsistent with the owner’s rights. The court’s categorisation of disputed payments and its analysis of authorisation suggests that conversion claims will be assessed payment-by-payment, with particular attention to whether the employer authorised the relevant transfers or whether the employee’s handling was consistent with internal controls.
Legislation Referenced
- HP (as reflected in the provided metadata extract)
Cases Cited
- [2026] SGHC 2 (as reflected in the provided metadata extract)
Source Documents
This article analyses [2026] SGHC 2 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.