JUDGMENT

DECISION

This is an application by the petitioner (Encl. 3) to injunct the respondents from disposing it's movable and immovable asset. Further It is to injunct the respondents from transacting with 2 companies namely Khidmat Sentiasa Sdn. Bhd and/or Marvellous Century Sdn. Bhd regarding the sale of 1st respondents' assets.

At the start of the proceeding petitioner's counsel raised a preliminary issue for the court to adjudicate before hearing submissions on Encl. 3.

The issue is:-

"Is the firm of solicitors representing 1st, 2nd and 7th respondents placed in a position of conflict of interest because the managing director of the legal firm, Dato' Manjit Singh (who had the proxy of Mr. All Loi Yu @ Kuah Hock Yew (3rd respondent) presided at the crucial EGM held on 27-2-2008".

Counsel for the petitioner submitted that by presiding as chairman and also further given mandate by proxy of the 3rd respondent to vote, Dato' Manjit Singh will be highly likely be called as witness by either party in the suit. Counsel referred to the following cases.

a) where it was held where a solicitor is pecuniarily interested, the rule of prudence and good sense dictates that he should not accept the brief.

b) ; [1999] 6 CLJ 113 ; [1999] 5 MLJ 151 where the court held "there was a possibility that Mr. T. Rajagopalu might be cross examined on his affidavit ... Mr. Rajagopalu may end up as a witness and he would be caught under r. 28 (a) of the Legal Profession (Practice and Etiquette) Rules 1978 . ... Therefore, his law firm and his partners and legal assistants should be barred from representing the defendants.

Counsel also submitted that rule (3) (b) (ii) OF the Legal Profession (Practice and Etiquette) Rules 1978 , an advocate and solicitor shall not accept a brief if he is or would be embarrassed.

Counsel referred to the affidavit in support deposed by the petitioner where he had exhibited the Article of Association of the 1st respondent as regards the appointment of chairman. He submitted that since Dato' Manjit Singh was elected as chairman of that controversial meeting, than he or his legal firm should be barred from representing the respondents 1, 2 and 7. This is especially so because he hold the proxy of 3rd respondent to vote. Also by presiding as chairman he had unlimited access to all information pertaining to the crucial resolution at that meeting.

Counsel for the respondents distinguished the cases cited earlier by counsel for petitioner ie, the case of R.S. Muthiah and Paruvathy .

He submitted that in R.S. Muthiah's case, the application was by way of summons-in-chambers. In Paruvathy's case, the Plaintiff applied by way of originating summons.

He also submitted that in the cases submitted there is a common thread in that there was personal relationships between counsels involved and the party in the proceedings.

After having heard the submissions of both counsels and after having read the relevant documents and cases referred, I have come to the following conclusions:-

a) It is an undisputed fact that Dato' Manjit was elected to preside at the crucial EGM where the resolution thereof had become the subject matter of this civil suit;

b) It is an undisputed fact that Dato' Manjit Singh hold the proxy of respondent No.3 in this suit. Respondent No. 3 hold 50,000 shares or 0.5%.

c) It is an undisputed fact that he is the managing director of the firm Manjit Singh Sachdev, Mohamad Radzi and Partners (the said firm).

d) it is an undisputed fact that the said legal firm is representing respondents 1, 2 and 7.

I now turn on to the Notice of the EGM and resolution passed at the EGM held on 27-2-2007 which in the words of counsel for the respondents 1, 2 and 7, was a 'hotly contested meeting'.

In the Notice of the EGM, it was to pass the following resolution:-

1. That the transfer of the Building' re: One (1) unit factory with three (3) storey office building constructed on land held under H.S. (M) 17020 No. PT 2608 Mukim Petaling Daerah Petaling, Nege