Gopal Sri Ram JCA:

[1] This is the judgment of the court.

[2] There are two appeals before us. The first, Civil Appeal No. W-02-376-2005, is directed against the order of the High Court granting an inter partes interim injunction dated 16 March 2005 against the defendant (the appellant before us) from presenting a winding up petition against the plaintiff (who is the respondent before us). The second appeal, Civil Appeal No. W-02-377-2005, is directed against the refusal of the learned judge of the High Court to dissolve the earlier ex parte order dated 23 September 2004 which he had granted in like terms as the inter partes injunction which is the subject matter of the first appeal. We find it convenient to deal with the first appeal in toto. We will however, make the necessary remarks about the second appeal at the appropriate places in the judgment.

[3] The plaintiff is a private limited company. It is basically a family enterprise run by three brothers and a nephew. At all material times, the defendant was the managing director of the plaintiff company. Later he was removed as managing director but he remained at all times and continues to remain as a director. The company is a going concern. It has the benefit of the distributorship of cigarettes in the city of Klang. In 2003, a dispute arose between the brothers and the nephew. The consequence of that dispute was, as we have just said, the removal of the defendant as managing director. The defendant was unhappy: perhaps justly so because he had run the company for sometime with a measure of success. He took out a petition under s. 181 of the Companies Act 1965, alleging oppression. That petition is currently pending the hearing of the summons for directions before the High Court.

[4] It is undisputed that the defendant had advanced amounts in excess of RM1 million to the plaintiff. This fact is confirmed by the plaintiff's accounts, Note 6 of which makes reference to the sum outstanding owing to the defendant and the other directors. By a letter dated 6 August 2004, the defendant made a demand for the amount owing to him. He received no response. So he instructed his solicitors to send a formal demand under s. 218 of the Companies Act 1965. That demand is dated 27 August 2004. On 20 September 2004, the plaintiff company caused to be issued a writ seeking a declaration that the demand was premature and not in accordance with law. There was also a claim for a consequential order to restrain the defendant from presenting a winding up petition against the plaintiff. On the same date, the plaintiff moved by ex parte and obtained an interim injunction to restrain the presentation of the winding up. For some reason, not made entirely clear to us in argument before us, the order granted required the defendant to pay the costs of that application. We will deal with this part of the case later in this judgment. Suffice to say for now that this is a most unusual order. In a normal case, costs of an ex parte application usually are in the cause or follow the event of the inter partes application. Returning to the mainstream, the plaintiff took out an inter partes summons in the same terms as the earlier ex parte application. That was heard and granted by the learned judge who also dismissed the defendant's application to discharge the ex parte order. As we have already said, the defendant has appealed against both these orders.

[5] The main thrust of the defendant's case before us is that the learned judge misdirected himself on the correct test that is to be applied to a case as the present. Mr. Lim Chee Wee, of counsel for the appellant, argued that the learned judge was wrong in at least three instances. First, he paid little or no regard to the clear admission of the debt in question by the plaintiff in its accounts. Second, he misdirected himself in law by applying a low threshold in granting the injunction sought. Thirdly, the learned judge took into account irrelevan