On August 19, 1995 I dismissed with costs the originating petition of Chloride Eastern Industries Pte. Ltd. ("Petitioner") against Premium Vegetable Oils Sdn. Bhd. ("Company") and indicated that I would give my reasons in writing later. In the meantime, the Petitioner has filed an appeal against my said order. [2]

The originating petition is filed under section 181 of the Companies Act, 1965 ('the Act'). Section 181(1) and (2) of the Act reads -

"181. (1) Any member or holder of a debenture of a company or, in the case of a declared company under Part IX, the Minister, may apply to the Court for an order under this section on the ground -

(a) that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or holders of debentures including himself or in disregard of his or their interests as members, shareholders or holders of debentures of the company; or

(b) that some act of the company has been done or is threatened or that some resolution of the members, holders of debentures or any class of them has been passed or is proposed which unfairly discriminates against or is [3] otherwise prejudicial to one or more of the members or holders of debentures (including himself).

(2) If on such application the Court is of the opinion that either of those grounds is established the Court may, with the view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and without prejudice to the generality of the foregoing the order may -

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of the affairs of the company in future;

(c) provide for the purchase of the shares or debentures of the company by other members or holders of debentures of the company or by the company itself;

(d) in the case of a purchase of shares by the company provide for a reduction accordingly of the company's capital; or

(e) provide that the company be wound up." [4]

At the time of the filing of the petition, the Petitioner is the holder of Preference Shares 'B' in the value of RM2.5 million.

From encl. 2A at page 10 thereof of the petition, the Petitioner is praying for the following orders -

(i) That Premium Vegetable Oils Sdn. Bhd. (formerly known as Premier Nalin Sdn. Bhd.) ("the Company") be ordered to redeem the Preference Shares 'B' from the Petitioner with no loss of value at RM2.5 million.

(ii) Further and/or alternatively the members of the Company purchase the Preference Shares 'B' from the Petitioner with no loss of value at RM2.5 million.

(iii) Further and/or alternatively:-

(a) That the Company be ordered to pay a divided of 95% per annum to the Petitioner from 24 December 1992 that is from the date subscription monies was received by the Company. [5]

(b) That the compensation of dividend to be mutually worked out between the Company and the Petitioner.

(c) That the Petitioner nominate a Director to the Board of the Company.

(d) That the Company convene an Extraordinary General Meeting within 30 days of the order to carry the motion to incorporate the terms and conditions in relation to the Preference Shares 'B' as contained in the letter dated 23 June 1992 from the Company irrespective of whether a quorum and the majority of shareholders are present at the said Extraordinary General Meeting to carry the motion.

(e) That the resolution passed by the Extraordinary General Meeting on 28 April 1992 pertaining to the new class of shares called Preference Shares 'D' and the class rights relating to it are rescinded and cancelled.

(iv) Costs [6]

(v) That such other order may be made in the premises as shall be just.

It is supported by the affidavit of Winston Wong Teng Kay, a Singapore citizen, who is the company secretary of the Petitioner (encl. 3A).

The Company was on 17 May 1978 incorporated under the Act. By way of exhibit P2A, the share capital of the Company