The 2nd Defendant will be in charge of marketing or branding. [8] Not long after the Club commenced operations, the Plaintiffs started having disputes with the 1st Defendant and the 2nd Defendant. The disputes cover many issues, including arguments on work scope, work performance and remuneration. [9] On 18.4.2025, the 1st Defendant and the 2nd Defendant issued a notice of requisition (“the Notice of Requisition”) to the Company to requisite for an extraordinary general meeting (“the EGM”) to remove the Plaintiffs as directors. [10] Following the Notice of Requisition, the Plaintiffs, the 1st Defendant and 2nd Defendant convened a directors’ meeting on 29.4.2025, where it was agreed that the EGM would convene on 19.5.2025. [11] However, on 15.5.2025, the Plaintiffs filed a suit in the Kuala Lumpur High Court No WA-22NCvC-298-05/2025 (“Suit 298”). [12] Following the filing of Suit 298, the Plaintiffs also filed on ex-parte notice of application, seeking an injunction to restrain the 1st Defendant and the 2nd Defendant from convening the EGM on 19.5.2025. [13] On 16.5.2025, the ex-parte injunction application was allowed. However, on 17.5.2025, the 1st Defendant and 2nd Defendant proceeded to file an application to dismiss the ex-parte injunction order. [14] On 19.5.2025, the Court allowed the ex-parte injunction order to be set aside. On the same day, 19.5.2025, the EGM was duly convened and the resolution for the removal of the Plaintiffs as directors were passed. Summary of the Plaintiffs case (in supporting Enclosure 1) [15] The Plaintiffs alleges that, after the Club commenced operations, the 2nd Defendant was no longer involved in the marketing and branding of the Club as there was a full-time employee undertaking this job scope. [16] The Plaintiffs also alleges that the 1st Defendant has failed to take proper conduct of the finance of the Company, resulting in the Company owing debts to third parties. The Plaintiffs also complained that they were not being given access to the accounting and financial records. [17] Due to these arguments and disputes, the Plaintiffs, 1st Defendant and 2nd Defendant entered into a discussion, whereby the 1st Plaintiff requested to be appointed as the managing director and the 2nd Plaintiff requested to be appointed as the executive director. The Plaintiffs also requested for additional salaries. The Plaintiffs also requested the 1st Defendant and 2nd Defendant to undertake not to interfere with the Plaintiffs’ management of the Club. However, this was not agreed upon. [18] The Plaintiffs also argued that their removal as directors is against the spirit of the Shareholders Agreement. It was also argued that, as holders of the Founder’s Shares, the understanding is that the Plaintiffs will remain in the board of directors and management. Summary of the Defendants case (in opposing Enclosure 1) [19] The 1st and 2nd Defendant explains that it is the Plaintiffs own misconduct which necessitated their removal as directors. The Plaintiffs had sought to assume full and exclusive control of the Company. The Plaintiffs had also demanded exorbitant remuneration and commissions. [20] The Plaintiffs had also, previously, started a company known as Mate Mate Sdn Bhd. Mate Mate Sdn Bhd distributes an energy drink known as “Mate Mate” (“the Energy Drink”). The Plaintiffs concealed their ownership in Mate Mate Sdn Bhd and caused the Company to procure stocks of the Energy Drink worth hundreds of thousands of Ringgit. [21] The 1st and 2nd Defendant also alleges that the Plaintiffs attempted to misappropriate the Company’s sound system by entering into an agreement with the supplier in their personal capacity (instead of the Company). The Plaintiffs had also removed the sound system, deliberately rendering the premises inoperable. [22] The 1st and 2nd Defendant also complains that the Plaintiffs had revoked their access to the Club’s premises, CCTV systems and WhatsApp groups. The Plaintiffs had also engaged gang members to be stationed at the Club to intimidate employees. Additionally, the Plaintiffs also launched a smear campaign through Tiktok and Instagram. The 2nd Plaintiff had also unlawfully assigned the Company’s copyright into her own name. [23] The 1st and 2nd Defendant then pointed out that the provisions in the Shareholders Agreement and the Company’s constitution (“the Constitution”) allow the Plaintiffs to be removed, even though they are holders of the Founder’s Shares. This is because the Shareholders Agreement and the Constitution allow the removal of a director in circumstances where the said director has committed an event of default or has breached his or her fiduciary duties to the Company. [24] Therefore, the 1st and 2nd Defendant argued that the Plaintiffs are not oppressed merely because of the fact that they are being removed as directors. The Plaintiffs removal was a valid procedure by way of the EGM. Instead, the 1st and 2nd Defendant argue that the Plaintiffs’ application in Enclosure 1 is abusive and a tactical maneuver as the Plaintiffs had already sought (but failed) to restrain the EGM in Suit 298. Findings by the Court [25] Section 346(1) of the Companies Act 2016 states that any member or debenture holder of a company may apply to the Court for an order under this section on the ground: