The court established that serious issues of shareholder oppression and dilution of shares justify granting an injunction to maintain the status quo until the case is resolved.

Introduction

[1] This is an application filed by the Plaintiff on 7 February 2025 in encl 3 together with a certificate of urgency in encl 5 seeking, inter alia for an injunction to restrain the Defendants from issuing any resolution to remove the Plaintiff from being the managing director of the 1st Defendant.

[2] As a brief background, the Plaintiff is the founder, managing director and shareholder of the 1st Defendant, a company engaging in projects management services, supply of electricity and trading in other related products.

[3] In 2011, the Plaintiff met the 6th Defendant who is the managing director of Accupro Sdn Bhd ("Accupro"). Vide a letter dated 29 December 2011, Accupro offered financial supports and finance to the 1st Defendant in the event the latter secures the feed-in tariff agreement with the Sustainable Energy Development Authority Malaysia ("SEDA"). In consideration of Accupro's offer, the 6th Defendant, orally demanded the Plaintiff, being the founder of the 1st Defendant, to surrender 70% of the 1st Defendant's shares to the 3rd Defendant (the 6th Defendant's proxy) and to appoint the 3rd Defendant as one of the 1st Defendant's directors.

[4] On 8 July 2015, the 1st Defendant appointed Lee Beh Eng who is the 6th Defendant's proxy as another director.

[5] Later, the 4th Defendant who was the then 1st Defendant's company secretary had presented a director's resolution dated 7 September 2015 ("Resolution 7 September 2015") appointing the 6th Defendant, who is neither the director nor shareholder of the 1st Defendant, as the sole signatory to sign all documents, offer letters, agreements, correspondences and any form of document and to attend meetings on behalf of the 1st Defendant.

[6] On 22 June 2017, an allotment of the 1st Defendant's 1 million shares was made where the Plaintiff was allotted with 300,000 shares whereas the 3rd Defendant with 700,000 shares.

[7] On 31 October 2017, the 1st Defendant appointed Tan Chin Hee who is also the 6th Defendant's proxy replacing Lee Beh Eng as a director.

[8] In or around 2019, the 6th Defendant's representatives and other directors of the 1st Defendant met the Plaintiff proposing to increase the 1st Defendant's shares to 3 million. The Plaintiff refuted the proposal but after the 6th Defendant's representatives and other directors of the 1st Defendant forced the Plaintiff to agree to the proposal or the Plaintiff would lose his ownership and rights over the 1st Defendant, the Plaintiff agreed with the proposal.

[9] With the increase of the 1st Defendant's shares, the Plaintiff's holding of shares was diluted from 30% to 25%.

[10] On 23 July 2020, an allotment of the 1st Defendant's ordinary shares was made to Tan Chin Hee who is also the 1st Defendant's director and the 6th Defendant's proxy.

[11] On 2 December 2020, Tan Chin Hee resigned from being the 1st Defendant's director and was replaced with Tan Kai Chen who is also the 6th Defendant's proxy.

[12] On 25 April 2024, Tan Kai Chen resigned as the 1st Defendant's director and released his shares to the 2nd Defendant who is also the 6th Defendant's proxy. The 2nd Defendant was appointed as the 1st Defendant's director on that date.

[13] Vide a letter dated 22 January 2025 to the Plaintiff, the 5th Defendant as the secretary of the 1st Defendant informed the former that the 5th Defendant received a special notice dated 14 January 2025 from the 2nd and 3rd Defendants to convene a general meeting for the purpose of removing the Plaintiff from his office as the 1st Defendant' director. The 5th Defendant also enclosed in her letter a notice of extraord