Atan Mustaffa Yussof Ahmad J:

GROUNDS OF JUDGMENT

INTRODUCTION

[1]Before the court is an originating summons filed by the Plaintiff under Section 346Companies Act 2016

BACKGROUND FACTS

[2]The 3rd Defendant, Enpro Solutions Sdn Bhd (“ESSB”), is a company that provides lightning protection systems to ensure safety of structures against lightning strikes. The 1st Defendant, Lee Seik Fun (“D1”), and the 2nd Defendant, Lim Leong Chuan (“D2”), are directors and majority shareholders of ESSB, holding 40% and 30% of shares respectively. The Plaintiff, Koay Peng Soon, is also a director and holds the remaining 30% of shares in ESSB.

[3]The shareholding structure of ESSB is as follows:

D1:40%

D2:30%

Plaintiff: 30%

[4]The Plaintiff joined ESSB as a director and shareholder on 5.5.2022. Prior to joining, the Plaintiff, D1, and D2 were business associates within the lightning protection services industry. The Plaintiff’s expertise was primarily in the northern region of Malaysia (Penang, Kedah, and Perlis).

[5]According to the Plaintiff, it was the common understanding between all three shareholders that:

a)While D1 and D2 would be the “maker” and “approval” for financial transactions of ESSB, the Plaintif