Mohd Noor Ahmad JCA:

This is an appeal against the decision of the learned judge at Pulau Pinang which dismissed the appellant's petition. In the petition the appellant prayed for the respondent (the company) to be wound up, for the appointment of a liquidator for the purpose and for the proceeds of sale of the company's assets to be paid out to its shareholders as intended under a will or alternatively in such proportions corresponding to the shareholdings as may be determined by the court. The petition was pitched on s. 218(1)(i)of the Companies Act 1965 ('the Act'), that is to say, if the court is of the opinion that it is just and equitable that the company be wound up. Briefly, the alleged grievances are:

(i) the share equity in the company had been altered to the prejudice of the appellant;

(ii) there was serious mismanagement of the company in its administrative and financial affairs;

(iii) a rival business was set up by the managing director of the company and his family members; and

(iv) the appellant was kept out from participating in the management of the company after he was removed as its permanent director and was forced out as its director by reason of compu