The applicability of 'liberty to apply' provisions allows courts to enforce consent orders without altering their essence.

[1] The Plaintiff in this notice of application dated 18 January 2019 [Enclosure 50] is seeking the following prayers:

(a) The Defendants shall within 14 days from the date of the order herein provide all the necessary cooperation to PKF, the duly appointed auditors pursuant to the consent order dated 29 March 2017("2nd Consent Order") and furnish PKF with the documents listed in 'Appendix 1' and/or additional documents as needed from time to time for the purpose of preparing the audited accounts in accordance with the consent order dated 17 September 2015 ("the 1st Consent Order") and the 2nd Consent Order;

(b) In the event the Defendants fail to provide cooperation and/or furnish any document as listed, the unsubstantiated and unverified amounts shall be removed and excluded from the 1st Defendant's net tangible assets;

(c) PKF shall be allowed to issue a new audit report to determine the value of the Plaintiff's shares in the 1st Defendant;

(d) Any additional audit fees imposed by PKF due to the Defendants' failure shall be borne by the Defendants without deducting from the 1st Defendant's net tangible assets; and

(e) An interest of 5% of the total value of the Plaintiff's share from 31 August 2015 until the matter is fully resolved.

[2] The background of the case reveals the following facts. The Plaintiff had filed this Originating Summons claiming oppression by the directors of the 1st Defendant who are the 2nd, 3rd and 4th Defendants. On 17 September 2015 the parties entered into the 1st Consent Order which, inter alia states that: (1) the 3rd and 4th Defendants shall buy over the shares owned by the Plaintiff after the net tangible assets of the 1st Defendant has been ascertained based on the audited accounts as at 31 August 2015; (2) the Plaintiff is given liberty to name an auditor to audit the 1st Defendants accounts from 1 January 209 to 31 August 2015; and (3) that the audit fees are to be paid by the 1st Defendant and deducted from the net tangible assets.

[3] The auditors, PKF, were eventually appointed to audit the 1st Defendant's accounts for the stipulated period by consent as shown in the 2nd Consent Order. The terms of the appointment were agreed and a letter of engagement dated 29 March 2017 was signed by the 2nd Defendant on behalf of the 1st Defendant on 11 April 2017 confirming the appointment of PKF to carry out the said audit. Insofar as is material, the principal terms of the appointment are, inter alia that:

(i) the 1st Defendant shall provide PKF access to all information of which its directors and management are aware that is relevant for preparation of the financial report such as records, documentation and other matters;

(ii) the 1st Defendant shall provide additional information that PKF may request for the purpose of audit;

(iii) PKF shall commence audit within 1 month upon receipt of the confirmation and acceptance of the letter of engagement together with the first payment as mobilization fee;

(iv) PKF shall deliver the financial reports within 6 months from the date of commencement; and

(v) the audit fees imposed by PKF is RM72,000.00.

[4] PKF was unable to finalize the financial report due to the non-cooperation from the 1st Defendant and/or the 2nd, 3rd and 4th Defendants as the 1st Defendant's directors and shareholders in furnishing and/or giving access to PKF the necessary documents required to completed their task (see letters dated 20 August 2018 and 31 October 2018). Thus, PKF could only come up with a qualified and conditional