Ian HC Chin J:

This is an application for an injunction by the plaintiffs Lee Nyuk Heng and Lee Nyet Vui against various defendants two of whom are their brothers, namely Lee Ah Soo @ Francis Lee Nyet Khiong (the 5th defendant) and Lee Nyuk Kheng (the 6th defendant) following the taking out of an action against them. They are all left a fortune by their late father Datuk Lee Kang Yu some of it in the form of the three companies, Pembangunan Ladang Hassan Sdn Bhd, Syarikat Warga Jaya Sdn Bhd, and Syarikat Saliha Sdn Bhd, which are named as the 1st defendant to the 3rd defendant. The siblings have direct equal shareholdings in the second and third company while the first company is owned by the corporate shareholdings of the second and third company. These companies had all been regarded as the family companies. There is yet another company, which is the 4th defendant which the plaintiffs claim is also part of the family group of companies and with the same equal shareholding but this is disputed because the shareholding was at a certain time changed with the 5th defendant owning 4,999,999 shares while one share was owned by the 1st plaintiff. There is dispute as to how and for what purpose the change was made but the plaintiffs' case is that the transfer of the shares was for the purpose of creating a trust while the 5th defendant says otherwise. Suffice to say that it is arguable that the 4th defendant company could be part of the family group of companies since a lot of its income had been used for the purposes of the other companies in the group. All the siblings were at all relevant times directors of the four companies with the 1st plaintiff as the managing director while all the siblings are corporate representatives pursuant to s. 147(3) of the Companies Act, 1965 of the companies that owned shares in the 1st defendant. The plaintiffs had been managing the four companies until various resolutions were passed which resolutions and their effects are being challenged by the plaintiffs. As for the business of these four companies, the following undisputed summary made by Mr Norbert Yapp, learned counsel for plaintiffs, is reproduced here:

The 1st defendant company is principally involved in the planting and production of oil palm (known as "Ladang Hassan Estate") with an acreage of approximately 6,000 acres situated in Sandakan, Sabah; whereas the 2nd and 3rd defendants are involved in timber related activities with their operations centred mainly in Tawau, Sabah. The 4th defendant company (an offshoot from Bumigaya Sdn Bhd) is a timber concessionaire, currently holding a Forest Management Unit (FMU) licence issued by the State Government of Sabah. It has been managed by the 1st plaintiff as its managing director for many years. The 2nd and 3rd defendant companies have been acting as its extraction contractors even way back in 1981. ...

In so far as the 5th and 6th defendants are concerned, again it is not in dispute, they were not active in the affairs of the four companies. Everything was tranquil until the storm broke in November and December 2001 when the 5th and 6th defendant wrested the control of the companies from them. The events that took place during the two months are these.

Firstly with the events concerning the 1st defendant, where on 30 October 2001 the secretary gave notice of an annual general meeting (AGM). The notice is reproduced here:

"LNV-5"

PEMBANGUNAN LADANG HASSAN SDN BHD

(020200-A)

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2001 Annual General Meeting of the Company will be held at the Conference Room, Damai Plaza III, 3rd Floor, C11 North Wing, Jalan Damai, Kota Kinabalu on 23 November 2001 at 2.00 p.m, for the following purpose:

1. To receive and consider the accounts for the year ended 28th February 2001 and reports of the Directors and Auditors thereon.

2. To elect Directors

3. To appoint Messrs HORWATH TH LIEW TONG, formely known as T.H.