Lord Templeman J:

By s. 218(1)(i) of the Companies Act 1965 a company incorporated in Malaysia may be wound up if the High Court:

... is of opinion that it is just and equitable that the company be wound up.

On the petition of the appellant, Tay Bok Choon, the respondent company, Tahansan Sdn.Bhd., was on 25 February 1983 ordered by N.H. Chan J to be wound up. That order was set aside by the Federal Court (Salleh Abas LP and Wan Suleiman and George Seah FJJ) on 11 July 1984. The petitioner, with leave of the Federal Court, appeals to His Majesty the Yang di-Pertuan Agong.

The company was incorporated on 7 November 1977 as a private company limited by shares.The articles conferred on the directors power, in their discretion and without assigning any reason, to refuse to register a transfer of shares to any person of whom they did not approve. The memorandum and articles were subscribed by four subscribers who were appointed by the articles to be the first directors of the company. The nominal capital of the company was 400,000 shares of RM1 each; 25,000 shares were issued to each of the four directors and were paid up. The principal business of the company was the manufacture o