Ramly Ali J:

The Petition

[1] The present petition filed by the petitioner under s 181 of the Companies Act 1965 against all the respondents for the following orders, namely:

(1) that an independent auditor be appointed to investigate and audit the accounts of the 5th respondent company from 1995 to the date of the order to be made herein at the expense of the 5th respondent;

(2) that the 1st respondent and the 2nd respondent be made to pay the 5th respondent company all sums found to be due and owing from themselves, if any, upon that independent auditor concluding his investigation, which sums will include all sums unaccounted for;

(3) that the 1st respondent and/or the 2nd respondent be ordered to pay such interest on the sums found to be due and owing to the 5th respondent company at such rate and for such period as this court deems fit;

(4) a declaration that the 2nd respondent is holding 792,500 shares in the 5th respondent company on trust for the petitioner;

(5) that the 2nd respondent be ordered to transfer the 792,500 shares of the 5th respondent company being held by him back to the petitioner;

(6) a declaration that the resolutions passed at the January 2003 Meeting and all subsequent meetings thereafter are void, unlawful and of no effect;

(7) an order that the 1st respondent and the 2nd respondent be restrained, whether by themselves, or their agents and/or servants from carrying out, enforcing or otherwise giving effect to the resolutions, passed at the January 2003 Meeting and all subsequent meetings thereafter;

(8) an order that the 1st respondent, the 2nd respondent and/or the 5th respondent company be restrained from passing any resolutions without the unanimous consent of the petitioner, Yew Soo Peng and Megat Nordin;

(9) that the 1st respondent, 2nd respondent, 3rd respondent and/or 4th respondent be held liable for any damages suffered by the 5th respondent company;

(10) that the parties be at liberty to apply to this court for any relief that may be necessary to carry on the day to day operations of the 5th respondent company;

(11) such further or other orders or directions be made or given under s 181(2) of the Companies Act 1965 with a view to bringing to an end or remedying the matters complained of;

(12) the costs of this petition; and

(13) such further and other order as this court may deem fit.

The Parties

[2] The petitioner is an individual with an address for service at No: 2 Gerbang &ang Hilir, 55000 &ang, Selangor Darul Ehsan. The petitioner claimed to be the legal and beneficial owner of 200,000 shares in the 5th respondent, Tetracon Engineering Sdn Bhd ("the company") representing 10% of the issued and paid-up capital of the company.

[3] The 1st respondent is the legal and beneficial owner of 200,001 shares representing 10% of the issued and paid-up capital of the company.

[4] The 2nd respondent is the registered owner of 1,600,000 shares representing 80% of the issued and paid-up capital of the company. The petitioner contends that the 2nd respondent is holding 792,500 shares representing 39.62% of the issued and paid up capital of the company for the benefit of the petitioner.

[5] The 3rd respondent is the son of the 1st respondent and is holding the position of Business Development Manager with the company.

[6] The 4th respondent is the son-in-law of the 1st respondent and is holding the position of Electrical Manager with the company.

The Company (5th Respondent)

[7] The company was incorporated on 27 May 1982 under the provisions of the Companies Act 1965 as Tetracon Engineering Sdn Bhd The registered address of the company as at the date of filing of this petition is Suite 13.0, 13th Floor, Wisma SPK, 50250 Kuala Lumpur.

[8] The company has an authorised share capital of RM10,000,000 divided into 10,000,000 shares of RM1 each. At present the company has issued 2,000,001 shares which are fully paid up or credited as having been fully paid up.

[9] The company was incorporated for the purpose of carrying o