1. ) a Ganasan A/L K Arumugam v Syed Yusof Bin Syed Mohd (BA-24NCC-113-10/2025)

A GANASAN A/L K ARUMUGAM [NO. K/P: 730813-10-5753]

ABDUL HAFIZ BIN ABDUL RASHID @ ABD KHALID [NO. K/P: 860522-56-6491] …PLAINTIF-PLAINTIF DAN SYED YUSOF BIN SYED MOHD [NO. K/P: 810822-07-5349] …DEFENDAN

The Plaintiffs and Defendant are shareholders of VSD Automation Sdn Bhd (“Company”). The Plaintiffs sued the Defendant for minority oppression and applied for an interim injunction, principally to stop the Defendant from convening an Extraordinary General Meeting (“EGM”) of the Company scheduled for 24-10-2025 and/or 28-10-2025 and to preserve the management status quo in the Company pending determination of the Originating Summons.

The Defendant has appealed to the Court of Appeal against the grant of the interim injunction on 30-10-2025. Background facts

It is common ground that the 1st Plaintiff and the Defendant were, prior to the matters that led to the current dispute, equal shareholders who jointly controlled and managed the Company, with the 2nd Plaintiff holding 2% of the shares. The 1st Plaintiff and Defendant have both signed personal guarantees to secure various financing facilities and credit lines for the Company.

With the assistance of professional advisers, the shareholding of the Company was restructured in 2024/2025 with the introduction of new shareholders for the Company to achieve the required shareholder spread as part of the conditions for the contemplated listing of the Company in an initial public offering (“IPO”). In this pre-IPO exercise, the 1st Plaintiff’s shareholding was diluted by the transfer of some of his shares to the Defendant, his nominees and 2 additional Bumiputera shareholders.

In the result, the shareholding of the Company is currently as follows: Shareholder Shares 1st Plaintiff 2,124,020 (21.24%) 2nd Plaintiff 200,000 (2%) Arumugam a/l Kumaran (1st Plaintiff’s nominee) 473,000 (4.73%) Satveer Sahaas Ganasan (1st Plaintiff’s nominee) 1,190,000 (11.90%) Defendant 5,297,980 (52.98%) Radziah binti Zakaria 10,000 (0.10%) Ayzan Natasha binti Ahmad Zaini 705,000 (7.05%)

The Plaintiff contends that the Defendant thereafter had a change of mind and withdrew his support for the proposed IPO and evinced a clear intention to leave the Company and dispose of all his shares. Several written communications from the Defendant in August 2025 to that effect were exhibited and consistent with this intention, the Defendant exited all Company working WhatsApp group chats, vacated his office and in no uncertain terms, expressed that he was leaving and wished the Company well.

The Company’s IPO plans were thus abandoned and discussions began to settle the Defendant’s exit, including the settling of debts and valuation of the Defendant’s shares. Disputes arose in short order by September 2025 and escalated quickly when, as contended by the Plaintiff, the Defendant refused to return the 1st Plaintiff’s shares to return to pre-IPO status and obstructed the operations of the Company by refusing to cooperate with the Plaintiffs and Chief Financial Officer on matters of finance. Procedural matters

The Plaintiff’s application for an interim injunction was filed with a Certificate of Urgency and came up for hearing on 21-10-

As papers had been duly served on the Defendant on 14-10-2025 and counsel indicated that they were ready to serve the Defendant’s reply, this Court directed that the Defendant file and serve his affidavit on 21-10-2025, the Plaintiff file any further reply by 27-10-2025 and fixed 30-10- 2025 for hearing.

In the meantime, this Court granted a limited ad interim injunction on 21-10-2025 on limited terms pending the exchange of affidavits. The ad interim Order essentially stopped the EGM from proceeding and required all financial transactions of the Company to be executed by consensus of the parties in the meantime.

Contrary to directions however, the Defendant did not file his affidavit until 27-10-2025 (“Late Affidavit”), a matter discovered by the Plaintiff when filing a supplementary affidavit on 29-10-2025. Instead of filing an affidavit in this action 21- 10-2025, the Defendant filed another action in BA-24NCC- 118-10/2025 (“OS 118”) on 21-10-2025 and attached the papers from that suit in his Late Affidavit.

At the hearing on 30-10-2025, this Court allowed both the Defendant’s Late Affidavit and the Plaintiff’s supplementary affidavit, giving the Plaintiff leave to file a further affidavit to attach its affidavit in reply to the OS 118 if necessary, so that matters raised at the hearing on 30-10-2025 are on record. Analysis and findings

This Court applied the well-established principles when considering whether to grant interim injunctions set out in Keet Gerald Francis Noel John v Mohd Noor bin Abdul Majid [1995] 1 CLJ 293, and evaluated whether there are serious issues to be tried in the Originating Summons, the adequacy of damages if the interim injunction sought is refused and the balance of convenience. Serious issues to be tried

In moving the Court for the interim injunction, the Plaintiff contended that the Defendant had: a) asserted unilateral control over the financial affairs of the Company in exercise of his majority shareholding; b) refused to abide by Standard Operating Procedures (“SOP”) in place with his express approval since 1-1- 2025 to facilitate financial transactions for Company operations; and c) circulated 2 notices of extraordinary general meeting (“EGM”) in succession at the end of September 2025, the objective of which was to remove the entire Board of Directors, leaving only himself as sole director.

In opposing any ad interim injunction on 21-10-2025, and at the hearing proper of the Plaintiff’s application for the full interim injunction sought, the Defendant argued that the Plaintiffs were engaged in “suspicious financial transactions,”, referring to: a) a payment of RM389,000 approved to a suspicious vendor, Syarikat Adinur Enterprise; b) a payment of RM30,000 to one of the directors of the Company; and c) a proposed resolution dated 30-9-2025 to remove the Defendant as an authorized bank signatory.

OS 118 was the Defendant’s own oppression action and, in line therewith, the Defendant further argued that: a) the 1st Plaintiff had refused to convene an EGM at his request on 11-9-2025 to discuss the direction of the Company; b) he was in fact the party who had originally acquired all the shares in the Company and transferred 50% to the 1st Plaintiff for no consideration; c) he had been generally excluded from the management of the Company by the 1st Plaintiff; and d) he and his family had received anonymous threats attributed to the 1st Plaintiff.

The Plaintiffs were unable to respond to the factual assertions in the Defendant’s Late Affidavit on affidavit before the hearing on 30-10-2025. With leave of the Court, they argued by reference to their affidavit filed in OS 118 that: a) Adinur Enterprise was a subcontractor in the contract for the supply and installation of a Solar PV System and Universiti Sains Islam Malaysia, and while the Defendant had intimated that he did not wish to be involved, he was invited to attend project progress meetings to discuss the project, including the appointment of Adinur Enterprise; and b) the RM30,000.00 payment to Mohd Nasran bin Amzah as director and VP of Sales (Utilities) was a cash advance for project purposes and was issued in the ordinary course of business according to the SOP approved by the Defendant on 1-1-2025. Further, the practice of issuing cash advances was known to the Defendant who had also received the same before; and undertook to file a further affidavit to exhibit the Plaintiffs’ affidavit in OS 118 that set out these responses.

As it related to the immediate matters of concern in this action, namely the management rights of the 1st Plaintiff and whether it is attached to his shareholding in the Company in the light of the threat to remove the 1st Plaintiff from office, the Defendant essentially relied on the aforesaid disputed transactions and cited the rule of the majority in support of his intended removal of the Board of Directors.

This Court found that there are bona fide serious issues to be tried. Principally, it is an issue to be tried whether the Defendant’s insistence on maintaining his majority shareholding and the threat to use it to take over the management of the Company by removing the entire Board of Directors on account of allegations of “suspicious financial transactions,” amount to conduct falling foul of section 346 of the Companies Act 2016.

The Defendant next argued that damages are adequate to compensate the Plaintiffs if the interim injunction sought is not granted. In the light of his expressed intention to remove the Board of Directors and take over the Company, this Court had no difficulty finding that the Plaintiff’s claim to management participation rights are not compensable in monetary terms if they are denied.

It is not disputed that the Company is a going concern with high value contracts managed by the 1st Plaintiff, in the context where the 1st Defendant has admittedly not been involved in such management immediately prior to the events that led to this action. This Court noted that the Company was not made a nominal party to this action as convention would dictate, but it is satisfied that there are reputational risks to the Plaintiffs personally as directors managing such contracts for the Company with various third parties in the industry.

Finally, the Defendant argued that the balance of convenience lies in favour of allowing for majority rule according to the constitution of the Company. The interim injunction to maintain the status quo on both the constitution of the Board of Directors and the financial operation of the Company were sought by the Plaintiffs mainly to address their concerns about the management and operation of the Company in the following prevailing circumstances: a) there are contracts valued at RM125,333,000.00 for which the Defendant had refused to execute Letters of Credit needed to pay supplier invoices, causing unnecessary delay and disruption to the Company’s financial and operational commitments; b) the Defendant insisted that the Company’s financial documents are transmitted to him electronically for review, having decided unilaterally to “work remotely” and that this puts at risk, the confidentiality of such information; and c) the proposed resolution to remove the Defendant as an authorized bank signatory was not passed or implemented because of the Defendant’s objections.

This Court found that the Defendant’s conduct since his re-assertion of authority appeared highhanded and unjustified, particularly in the light of the substantially unanswered contention that he had effectively exited the Company for some time. This was considered against the continued cooperation afforded to him by the finance team in respect of the financial affairs of the Company.

In this Court’s view, the balance of justice clearly militated in favour of maintaining the status quo before the Defendant’s change of mind about exiting the Company. The interim injunctions seek only to maintain the pre-existing management structure before the parties fell out. The Defendant’s complaints are only evidenced by alleged “suspicious financial transactions” several orders of magnitude smaller than the potential harm to the Company and in consequence thereof, to the Plaintiffs, if the Company remains in deadlock.

For the reasons set out, the Plaintiff’s application for interim injunction was allowed on 6-11-2025 in the following terms, upon the usual undertakings as to damages:

pending the hearing and final disposal of the Originating Summons herein, an interim injunction be granted restraining the Defendant, whether by himself, his servants, agents or representatives, from convening, holding, or proceeding with the purported Extraordinary General Meeting (“EGM”) of VSD Automation Sdn. Bhd. (“Company”) scheduled for 24.10.2025 and 28.10.2025, both at 10.00 a.m. at the Meeting Room, The Saujana Hotel, Saujana Resort, Jalan Lapangan Terbang SAAS, 40150 Shah Alam, Selangor Darul Ehsan, or at any other time, date or place, to consider and/or pass any resolutions for the removal of the Plaintiffs and the other existing directors of the Company (save and except the Defendant) and/or for the appointment of any new director or directors of the Company;

an interim or ancillary relief is granted to preserve the status quo of the Company’s directorship, management, financial operations, and shareholding structure, including an order restraining the Defendant from obstructing, withholding, or delaying approval of payments or transactions duly recommended by the Company’s finance department in accordance with its established standard operating procedure, pending the disposal of the Originating Summons herein;

all inspection or review of documents relating to the financial approval processes shall be conducted physically at the premises of the Company; and

the costs of this application be costs in the cause.

The Court ordered prayer (3) above in the interest of avoiding ancillary disputes around the implementation of the orders. Bertarikh : 10 November 2025 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA SHAH ALAM A Peguam bagi pihak Plaintif: Ranjit Kaur bersama Elyna Madeonus Messrs S.L. Leong, Ranjit & Elyna Peguam bagi pihak Defendan: Azri-Malek bin Wan Haron Messrs Malek, Gan & Partners