Ramly Ali JCA:

[1] The appellant filed a petition under s. 181 of the Companies Act 1965 against the respondents alleging that the affairs of the 1st respondent company are being conducted or the powers of the directors are being exercised in a manner oppressing to himself; or that some act of the 1st respondent company has been done or that some resolution has been passed which unfairly discriminates against or is otherwise prejudicial to himself.

[2] After full trial where witnesses were cross-examined on their respective affidavits, the learned Judicial Commissioner dismissed the petition with costs. Hence the present appeal before this court.

Relevant Facts

[3] The appellant, the 2nd and 3rd respondents, were at all material times, directors and shareholders of the 1st respondent company, Advance Colour Laboratory Sdn. Bhd. The appellant and the 3rd respondent held 100,001 shares each whilst the 2nd respondent held 100,002 shares.

[4] Besides being a director, the appellant was also appointed a sales representative of the 1st respondent. In that capacity, the appellant was given perks such as salary of RM3,000 month and allowance of RM1,000 month, a Toyota Camry car and petrol allowance in the form of a Shell card. As a sale representative for the 1st respondent company, the appellant has been managing the 1st respondent company from 1990 until April 2001.

[5] Dissatisfaction arose among the respondents when in or about February 2001, the respondents noticed the appellant's lack of participation or interest in the running of the 1st respondent company. The appellant was not keen to agree with any plans for the 1st respondent company to expand its business. The 2nd and 3rd respondents' suggestions to purchase office equipment and digital photo processing machine were rejected by the appellant. Later, the respondents come to know of the appellant's involvement in another company known as Meta Graphic Sdn. Bhd. whose main business was similar to that of the 1st respondent company. The respondents had also noted that the appellant has not accorded any time and effort in managing the day to day business and operation of the 1st respondent company.

[6] The respondents aver that the appellant as a director of the 1st respondent has failed to disclose his involvement in Meta Graphic Sdn. Bhd. and has placed himself in a position of conflict of interest; thus breaching his fiduciary duties, management duties and responsibilities as a director owed to the 1st respondent company.

[7] In or about March 2001, the 1st respondent cancelled the appellant's Shell card and issued a notice (dated 13 March 2001) to demand the return of the company car given to the appellant. The appellant then returned the said car and the Shell card to the 1st respondent on 16 March 2001.

[8] The appellant alleges inter alia that the respondents' demand for the return of the company car and petrol allowance (in the form of a Shell card) had in effect forced him to resign as sales representative of the 1st respondent company.

[9] It is not seriously disputed that at the relevant time a sum of RM252,407.35 (as the director's fees) was due and not paid by the 1st respondent to the appellant. The same amount was also due and not paid to the 2nd and 3rd respondents as their respective director's fees. The appellant served a notice of demand dated 2 April 2001 to the 1st respondent demanding the said amount due to him. The 1st respondent failed to pay on the said demand. This prompted the appellant to serve a statutory notice under s. 218 of the Companies Act 1965.

[10] Thereafter there were discussions and negotiations between the appellant and the respondents to resolve the issue with the view of getting the appellant to resign as a director of the 1st respondent. However, the appellant refused to do so.

[11] Following the s. 218 notice, the 2nd and 3rd respondents requisitioned for an EGM of the 1st respondent for the purpose of passing the following r