Ong Hock Sim FJ:

The appellants are three of four directors of the Seremban Town Service Sendirian Berhad (hereinafter called "the company") and were sued in their capacities as such, as the second, third and fourth defendants by the respondent, a shareholder of the company, in Civil Action No. 449 of 1973, in the High Court at Kuala Lumpur.Action was discontinued at the commencement of the hearing against the first defendant, the company's managing director and father of the respondent.

The proceedings were instituted as a result of a decision of the Board of Directors at a meeting on April 7 1973 to allot to nine named Bumiputra workers of the company 31,500 unissued shares at par which would thereby increase the paid-up capital to $136,500 of the authorised capital of $250,000.The basis of the action is set out in paras 6 and 7 of the Statement of Claim as follows:

6. The defendants have recently resolved to grant and/or issue the unissued new shares of the said company to members of the public which said shares have not or at all been first offered to the plaintiff and the existing shareholders of the company in accordance with the aforesaid Articles of Association of th