JUDGMENT

GROUNDS OF DECISION

Enclosure 1 is a petition commenced by the petitioner against the Second Respondent for an order that the Second Respondent purchase her 100,000 shares in the First Respondent. The First Respondent is the nominal Defendant in this petition. This relief is being sought by the petitioner pursuant to S. 181(1)(a) read with S. 181 (2)(c) of the Companies Act 1965 .

Sub section 1(a) was discussed extensively by Lord Wilberforce in Re Kong Thai Sawmill Sdn. Bhd [1978] 2 MLT 277 His Lordship opined in this case that a court of law can only grant relief under this sub-section upon a finding of 'oppression' or 'disregard' of the interests of a member. His Lordship further added 'the complainant must identify and prove 'oppression' or 'disregard'. The mere fact that one or more of those managing the company possess a majority of the voting power and, in reliance upon that power, make policy or executive decisions, with which the complainant does not agree, is not enough. Those who take interests in companies limited by shares have to accept majority rule. It is only when majority rule passes over into rule oppressive of the minority or in disregard of their interes