The court emphasized the necessity of maintaining the status quo in corporate governance pending litigation, highlighting the balance of convenience and the potential jeopardy to minority shareholders' interests.

Inroduction

[1] The Petitioners filed a petition to wind up the First Respondent("the Company") pursuant to s 465(1)(f) and (h) of the Companies Act 2016 (" CA ") on the grounds that:

(i) the Second and Third Respondents ("R2" and "R3") collectively referred to as "the Respondents") had acted in their own interests in the affairs of the Company, and;

(ii) on just and equitable grounds

[2] The Petitioners then filed encl 8 ("Encl 8") seeking tor estrain the Respondents from:

(a) convening and conducting an Extraordinary General Meeting("EGM") of the Company scheduled on 26 May 2023, pending the disposal of Encl 8,the petition;

(b) moving the proposed resolutions to appoint three (3) additional directors, pending the disposal of the petition; and

(c) implementing any of the resolutions that may be passed at the EGM scheduled on 26 May 2023, pending the disposal of the petition.

Background Facts

[3] The backgrounds facts below, which are largely undisputed, areas given below.

[4] After this petition was filed, the Respondents called for an EGM of the company scheduled on 26 May 2023 for the purpose of appointing three (3)additional directors, by giving a Notice of EGM ("EGM Notice") on 5 May 2023. One day before the scheduled EGM, the Petitioners filed an ex parte application for an injunction in terms of the prayers in Encl 8. However, this Court allowed an ad interim injunction only in terms of prayer (c) of Encl 8.

[5] On 26 May 2023, the EGM was convened as scheduled. The Petitioners voted against the proposed resolutions to appoint three (3) additional directors but the resolutions were passed with the Respondents voting in favour of the same.

[6] After the inter-parties hearing of Encl 8 on 18 September 2023, this Court granted an interim injunction in terms of prayer (c) with costs of RM3,000.00.

Genesis Of The Dispute

[7] On 6 October 2020, the Petitioners and the Respondents entered into a Joint Venture Agreement ("JVA") to acquire a company known as M Jets International Sdn Bhd ("M Jets").

[8] (i) Shortly after incorporation;

(a) the Company had five (5) shareholders, namely the three (3) Petitioners (10% equity each) and the two (2) Respondents (35% equity each); and

(b) the Company had five (5) directors, namely the three (3) Petitioners who held the majority board seats and the two (2) Respondents.

(ii) Subsequently;

(a) on 16 November 2020, the Company together with another public listed company known as MMAG Holdings Berhad (MMAG) jointly acquired M Jets with the Company owning 20% equity and MMAG owning 80% equity. The relationship between the Company and MMAG was governed by a Shareholders' Agreement dated 22 July 2021("Shareholders' Agreement");

(b) the Respondents were appointed as directors of M Jets to represent the interest of the Company;

(c) R2 was also appointed as the Managing Director and Accountable Manager of M Jets; and

(d) R3 was appointed as the Executive Director and Chief Financial Officer of M Jets; and

(e) the three (3) Petitioners held the positions of Director of Flight Operations, Director of Technical and Procurement and Director of Airline Operations of M Jets, respectively.

[9] Soon after the acquisition of M Jets, disputes arose between the Respondents and MMAG concerning the management of M Jets.

[10] The parties herein were at odds on how to handle the dispute with MMAG. Both the Petitioners and the Respondents began writing directly to MMAG inr esponse to MMAG's allegation that the Company via the Respondents' had breached the Shareholders' Agreement between the Company and MMAG.

[11] Following the above dispute, the Petit