Enc. 5 is an application for the appointment of a Provisional Liquidator (P.L) for the Respondent company or an injunction restraining the agents of the Respondent from dealing with the assets of the Respondent, pending the hearing of this petition. The agents being the mother and brothers of Petitioner. The grounds for this application may be summarised to be as follows;

a) That the agents of the Respondent who are presently managing the Respondent were involved in a conspiracy to retain the father of the Petitioner and founder of the Respondent in a state of bankruptcy, at the time of his death, so as to prevent his will from being valid. By reason of the Will being invalid, the Petitioner father's 100,000 shares in the Respondent remained vested in the Official Assignee (O.A) and consequently not distributable pursuant to his Will. The relevance of the Will is that under it, the Petitioner stood to inherit the 100,000 shares. The validity of the Will is now the subject matter of determination by the judge sitting in Court number 1 of the High Court in Kuala Lumpur;

b) Within a couple of months of the death of the Petitioner's father in June 2002, together with the O.A, it is alleged that the Petitioner's mother and two brothers' Surinder and Bavindar commenced steps to fraudulently acquire the Petitioner father's 100,000 shares which had been bequeathed to the Petitioner. The shares, according to the Petitioner, were transferred to Bavindar by the O.A, surreptitiously without the Petitioner's knowledge and in breach of his right of pre-emption to the shares under the articles of the company. Fraud is alleged inter-alia because the transfer consideration is small compared to the purported value of the shares. The validity of this transfer is the subject matter of determination by the judge sitting in Court number 4 of the High Court in Kuala Lumpur and

c) The rights issue whereby the Petitioner's mother and Bavindar were each allotted 100,000 shares of the Respondent at a relatively low cost thereby causing a dilution of the Petitioner's shareholding in the Respondent. The Petitioner alleges that the rights issues together with the two earlier transactions were part of a systematic scheme to usurp the Petitioner's shares and control of the Respondent from the Petitioner.

The Petitioner contends that the aforesaid grounds either alone or together afford ample evidence that the Petitioner's mother and brothers who are presently managing the Respondent are dishonest and likely to dissipate the assets of the Respondent. The appointment of a P.L, it is contended, will help safeguard these assets pending the disposal of the petition. Alternatively, the Petitioner's seeks an injunction restraining these very same people from dealing/disposing the assets of the Respondent pending the hearing of the petition. In the further alternative, the Petitioner seeks an order for this Court to stay the passing of the resolution by the Respondent to voluntarily Wind-Up the company.

After a careful consideration of the lengthy submissions of both Counsels, I am of the view that I should not exercise my discretion in favour of the appointment of the P.L. As regards, the first ground, the circumstances under which judgment in default was obtained against the Petitioner's father by BBMB, Bavindar's alleged failure to settle the judgment default and the reasons why the Petitioner's father remained a bankrupt at the time of his death are hotly disputed and highly factual in nature. Against, this factual background, I am unable on affidavit evidence to come to the conclusion that the Petitioner has a good prima facie case to obtain a Winding-Up order. As regards, the second ground, the Petitioner is in an even weaker position as the Court 4 judge when dismissing the application for an interlocutory injunction, has already held the allegations against Bavindar's purchase from the O.A to not constitute a serious question to be tried for