Edgar Joseph Jr J:

There were two applications before the Court to discharge three ex-parte interlocutory injunctions (the injunctions) obtained by the plaintiff, the registered shareholder of ordinary shares amounting to 5.37% of the issued and paid up capital of the first defendant, Thean Seng & Co. Sdn. Bhd. (TSS), the effect of which was to restrain TSS its servants, or agents, until further order, from proceeding with or holding its Extraordinary General Meeting scheduled for 31 January 1991 or any adjournment thereof which had been called for the purpose of altering Article 56 of its articles of association, so as to impose a share qualification requirement on directors and to restrain TSS and also the second to the seventh defendants, who are the directors of TSS, until further order, from implementing and/or exercising their powers to effect certain resolutions, including resolutions adopting the directors' report and audited accounts for the year ending 30 June 1990 together with the auditors' report thereon, passed at the 42nd annual general meeting of TSS held on 21 January 1991.

In the indorsement to the writ herein though not in the title to the action, from which the present applications arose, the plaintiff claimed that he was suing for and on behalf of himself and all other shareholders of TSS other than the second to the seventh defendants herein who are also shareholders of TSS.

I must now introduce the dramatis personnae in the case.

TSS is a private limited company incorporated in Malaysia. It has an authorised share capital of RM2,000,000 divided into 200,000 ordinary shares of RM100 each, out of which 12,891 ordinary shares have been issued and paid-up.

The shareholders of TSS and their respective shareholdings as at 29 December 1989 were as follows:

Shareholders Shareholdings

Chow Chee Chor 506

Chow Ho Heang 105

Dragon Enterprise Sdn. Bhd. 6,513

Goh Seong Kay 150

Gooi Hoay Chooi 278

Gui Hoay Seng 134

Gui Kin Hai 300

Kim Company Sdn. Bhd. 4,055

Lau Mei Aie 52

Lim Hean Pin 693

Moey Hoong Goon @

Moey Hoong Yoon 53

Estate of Moey Hoon Kee 52

12,891

The second and the third defendants own 50% of the shares of Kim Co. Sdn. Bhd. and together with one Datin Lim Siew Khim, form the majority of the Board of Directors of Kim Co. Sdn. Bhd.

The secretaries of Kim Co. Sdn. Bhd., namely, Lim Chin Kooi and Lim Cheng Par, are also the secretaries to TSS.

I have already noted that the second to the seventh defendants are and were at all material times to this suit the directors of TSS.

The fourth and the fifth defendants are and were at all material times shareholders of TSS.

Dragon Enterprise Sdn. Bhd. (Dragon) is the majority and controlling shareholder of TSS it being the registered proprietor of approximately 50.42% of the total issued and paid up capital of TSS.

BH Low Holdings Sdn. Bhd. (BHL) is in turn the majority and controlling shareholder of Dragon, it being the registered proprietor of approximately 51% of the issued and paid up capital of Dragon.

The majority shareholder of BHL is Tan Guan Sooi.

The directors of BHL are Tan Guan Sooi, Tan Guan Cheng and the sixth defendant Ng Kweng Chew.

The directors of Dragon are Tan Guan Sooi, Tan Guan Cheng, the sixth and the seventh defendants.

The common personalities in BHL and Dragon are thus Tan Guan Cheng and the sixth defendant.

The common personalities in Dragon and TSS are thus the sixth and the seventh defendants.

The plaintiff alleges that the second to the seventh defendants and one Tan Guan Cheng are aligned to one another and together these persons hold and control the management of BHL, Dragon and TSS.

The history of the matter which called for the consideration of the Court may be shortly stated thuswise.

Early in 1989, serious dissensions arose between Tan Guan Eng on the one hand, and Tan Guan Cheng and the sixth defendant on the other, regarding the manner in which the affairs of BHL were being administered.

On 5 April 1989 notice was sent ou