Siti Norma Yaakob J:

[1] This petition is presented under s 181(a) and (b) of the Companies Act, 1965 (the Act) and in essence it contains allegations, both general and specific, that the affairs of PJ. Medical Group Sdn Bhd., the 12th respondent (the company), are being conducted in a manner oppressive or in disregard or unfairly discriminatory or prejudicial to the petitioner. To appreciate the true nature of the petitioner's complaints and the issues raised, it is necessary that I state the factual background of such complaints and the roles played by the different respondents cited in this petition.

[2] In late 1978 or early 1979, a group of 25 doctors got together and decided to establish a private medical centre offering a high standard of medical, surgical and nursing care to the public at the lowest cost possible. With that very noble intention, the doctors incorporated the company on 8 May 1979, as a private company limited by shares, as the vehicle to launch their business venture.

[3] The initial issued and paid up capital of the company was RM4 divided into 4 ordinary shares of RM1 each and 4 from the group of doctors subscribed to the shares and became the first shareholders as well as the first directors of the company. However, events will show that the capital of the company was increased progressively and changes were effected to the personalities of the shareholders and the directors as they were no longer confined to persons of the medical profession.

[4] On 20 October 1979, the company purchased a piece of land in Petaling Jaya, on which the hospital (the project) was to be constructed and the purchase price of RM218,694 was raised and paid for by the doctors. This land was later capitalised and formed the doctors' contribution to the Company's share capital.

[5] After this, the company appointed two professionals, M/s Goh Hock Guan & Associates, a firm of architects, to draw up the plans for the project, as well as M/s Kassim Chan & Co a firm of accountants and project consultants, to do a feasibility study of the project. These appointments were made in early 1980.

[6] With the plans from the architects and the feasibility study report from the project consultants, the doctors approached a number of financial institutions for loans to finance the development of the project which, at that time, was envisaged to be in the region of RM3-4 million, but their efforts were in vain as the financial institutions were not prepared to place the responsibility of managing the finances of the project in the hands of laymen like the doctors. They were more than prepared to finance the project if it was managed by persons specially skilled in the construction and building industry and in financial management.

[7] Apart from obtaining the finances for the project the doctors also realised that there were other obstacles for which their expertise was most inadequate. The first of these relate to the obtaining of early approval for a change in the use of the land, as the title contains an express condition that the only building to be erected on the land must be one approved by the Majlis Perbandaran Petaling Jaya (MPPJ) to the Teachers Association of Malaya, the previous owners. Thus this express condition had to be changed to enable the doctors to allow a private hospital to be built on the land and the doctors envisaged there would be a delay in getting such an approval.

[8] The other obstacle is the obtaining of the approval for the building plans and although they had not yet submitted the building plans to MPPJ, they foresaw that left to their own devices, delay was inevitable.

[9] It was under these circumstances that the doctors started looking around for a suitable partner for the project. An approach was made to the 2nd respondent, which was then a private investment company belonging to the Royal Household of Negeri Sembilan, and with the blessings of His Royal Highness the Yang Di-Pertuan Besar of Negeri Sembil