Gopal Sri Ram JCA:

[1] The appellant before us is a shareholder of Tunas Murni Sdn Bhd ("Tunas Murni"). Initially, he commenced an action against the respondents using Tunas Murni's name as plaintiff. That action was not supported by a majority of the board of directors. The respondents before us (defendants in that earlier suit) applied to strike out the action. They succeeded. The appellant then brought a second action by originating summons. He claimed that it was a derivative action. He joined the company as a co-defendant and claimed a whole range of declaratory relief. In the environment of company law it is commonly called a minority shareholder's action. We will say something more about such actions later in this judgment.

[2] The instant respondents resisted the second action. They argued, inter alia, that it was in substance not a derivative action at all because it lacked the elements of such an action. The learned Judicial Commissioner dismissed the action solely on the ground that common law fraud had not been established and that consequently the title of the first respondent was indefeasible. It is against this decision that the present appeal has been brought.