James Foong JCA:

Introduction

[1] This is an appeal against the decision of the High Court at Sandakan which dismissed the appellant's originating petition in the matter of s. 181 of the Companies Act 1965.

Background & Complaints Of The Appellant

[2] In order to understand the appellant's grievances, it is necessary to set out the facts of this case in detail.

[3] The appellant is 40 years of age and holds 600,000 fully paid up shares in a company known as Aerial Product Industries Sdn Bhd (API), the 3rd respondent. This number of shares represents 40% of the total shareholding in API.

[4] The 1st and 2nd respondents are also shareholders of API each holding 300,000 and 600,000 fully paid up shares respectively. These represent 20% and 40% respectively of the total shareholding of API.

Formation And Operation Of Api

[5] API was incorporated in 1987 born out of an idea conceived at an informal tea session between the appellant's father. Hoy Egg Sun (Hoy), the 1st and 2nd respondents and another called Tan Chan Piao (who subsequently sold his shareholding in API to the 2nd respondent and therefore is not involved in this dispute). The objective of API was to set up a plant