GROUNDS OF JUDGMENT

The Petitioner filed an application in Enclosure 4 for a Receiver and Manager to be appointed over the 9th Respondent Company including its property and that the Receivers and Managers report back to the Court within 60 days from the date of its appointment the affairs of the 9th Respondent Company, in particular its financial status.

The 9th Respondent ("the Company") is involved in computer supplies and accessories. The Petitioner was one of its original subscribers and promoters. Sometime in July 2001, the 1st Respondent (who is associated with the 7th Respondent, a public listed company), approached the Petitioner, which culminates in the 1st Respondent participating in the business of the Company, with the 1st Respondent becoming equal shareholders of the Company with joint control of the Board of the Company.

The 7th Respondent was then introduced as a purchaser intending to acquire the Company with an initial majority interest followed by a total acquisition. As a result of this the Petitioner became a minority shareholder. The 7th Respondent's management thereafter obtained control of the Board.

Before the introduction of the 7th Respondent, the Company has the ability to secure re-sellers of a substantial number of computer consumables and accessories and could obtain rebates from the suppliers and manufacturers and thereby meet minimum quotas. It could secure further reimbursements from the suppliers and manufacturers for promotional and other campaigns carried out by the Company on the brand consumables and accessories.

However, with the introduction of the 7th Respondent, the 1st Respondent had control over the financial affairs of the Company including structuring the deals with the suppliers and distributors. The Petitioner was left to market the computer consumables and accessories to the extent permitted by the management of the 7th Respondent and explore avenues to achieve the minimum quotas required of the suppliers and distributors.

In early 2005, when preparing a preliminary audit of the Company for the year ending 31 December 2004, the 2nd Defendant realized that the Company was going to report a substantial loss. It was a result of a decline in the overall profitability of the Company and the 1st Respondent not properly documenting his position on campaign reimbursements from certain suppliers with disputes then surfacing.

The Petitioner said that the 2nd Respondent, realizing that he would be asked what supervision he had exercised instigated the 7th Respondent to question acts and deeds of the Petitioner. The 7th Respondent threatened to suspend the Petitioner, the 1st Respondent and 4th Respondent. The apparent objective of the Respondent, as alleged by the Petitioner is to distance themselves away from the Company by proposing to hive off their shareholding interest in the Company back to the Petitioner. In the interim , it hopes to manage the accounting difficulties in treatment of disputed amounts so as to minimize the extent of losses that ought to be reported.

The Petitioner was not averse to the idea of taking back the Company from the 7th Respondent, on condition that the dues of the suppliers and distributors were met and the relationship with the suppliers and distributors were preserved. The 2nd Respondent seemed receptive to the idea but came up with a condition that seemed totally contrary to the ideas.

The condition is that the Petitioner must ensure that the future revenue of the Company would be increased through active commitment of re-sellers, particularly the principal re-seller, Omni Quest. The 1st Respondent also imposed the condition that he must remain as shareholder so as to safeguard the interest of the 7th Respondent. In anticipation of the proposed disposal, Omni Quest had come in to give a commitment to support the business of the Company in re-seller purchases of not less than RM90 million for the year 2005.

However, in early May 2005, the Company suspended the Pet