Nallini Pathmanathan J:

Introduction

[2] The litigation here arose as a consequence of the divestment of a substantial portion of the shareholding of PEB in 2009, by the then directors of the Plaintiff, particularly the First to Third Defendants. The First and Third Defendants were also directors of PEB. The Fourth Defendant was at all material times an Executive Director of PEB.

[3] It is the Plaintiff's case that through a series of systematic acts and omissions on the part of the previous directors, more particularly the First to Third Defendants, the Plaintiff's shares in Petra Energy Berhad were methodically disposed of, through two particular divestments. The Fourth Defendant is alleged to have assisted or facilitated these divestments. As a consequence of these divestments, the Plaintiff complains that it lost its controlling block of shares in PEB, which it considered its 'jewel in the crown'. PEB ceased to be a subsidiary of the Plaintiff.

[4] The Plaintiff further complains that all the shares so divested ended up in the hands of one Shorefield Resources Sdn. Bhd., who in turn became the single largest shareholder in PEB.

[5] Subsequent to the impugned divestments, an extraordinary general meeting of the Plaintiff was convened and held, where the First to Third Defendants were removed as directors. A new board was reconstituted. The Plaintiff then took issue with these divestments by instituting, inter alia, this suit.

[6] The Plaintiff's pleaded case, in summary is that the First to Third Defendants:

(i) Acted in breach of their fiduciary and statutory duties as directors of the Plaintiff;

(ii) Breached their duty of care and trust obligations as directors of the Plaintiff; and

(iii) Conspired either lawfully or unlawfully with other persons, including the Fourth Defendant, to injure the Plaintiff by divesting of its shares in PEB, which divestments were to the detriment of the Plaintiff.

[7] The defence of the First to Third Defendants is that they did, in authorising and effecting the two impugned divestments of shares in PEB, act at all material times pursuant to the mandates of the board of directors collectively arrived at in August and November 2009. They maintain that they did, at all times act bona fide in the interests of the Plaintiff when effecting such divestments which were duly authorised by the board. In essence they point to the fact that the dominant purpose of such divestments was to meet the urgent liquidity needs of the Plaintiff and to assuage its dire cash flow position because:

(i) The Plaintiff was at the time in a tight liquidity position;

(ii) There was threatened litigation by creditors, particularly one Shin Yang Shipyard;

(iii) The Plaintiff had, for the first time in its corporate history, made a loss of approximately RM8.9 million in the 3rd quarter of 2009; and

(iv) The Plaintiff was unable to obtain funds expeditiously through other means.

[8] As such the First to Third Defendants maintain that they duly discharged their fiduciary and statutory duties as directors of the Plaintiff with regards to these disputed divestments. They point to the fact that they relied on professional advisors in carrying out these transactions.

[9] As for the plea of conspiracy, the First to Third and Fourth Defendants deny the same absolutely, maintaining that there was never at any point of time any agreement arrived at between them and/or others to injure the Plaintiff. They deny the existence of any scheme designed to injure the Plaintiff by causing the divestment of its 'crown jewel', namely PEB.

[10] It is immediately apparent from the summation of the bare facts of this dispute that the core issues before this Court turn on wheth