JUDGMENTBY: CHAO HICK TIN J

This was an application by certain shareholders for reliefs under s 216 of the Companies Act (Cap 50, 1990 Ed) (the Act). At the conclusion of the hearing I was satisfied that a case was made out and I ordered that the company be wound up. I now give my reasons.

Gee Hoe Chan Trading Co Pte Ltd, hereinafter called the company, was incorporated as a private limited company on 20 December 1960. At the time of the filing of the petition for relief, the main line of business of the company was as commission agent and in investment in real property.

Before the incorporation of the company, there was a partnership business established by one Ng Ah Kim and another Ng Boon Hong. Ng Boon Hong died in 1952. After his death, his interest in the partnership was retained by his widow, Madam Tan Ah Huan (fourth petitioner herein) and his children, Ng Kim Kee, Ng Kim Ming, Ng Kin Yeow and Ng King Leang (the fifth to eighth petitioners herein) and the partnership business was managed entirely by Ng Ah Kim. On the incorporation of the company in 1960, Madam Tan Ah Huan and her children were made shareholders. She was also made a director.

Ng Ah Kim died in 1976. Before his death, most of his shares in the company were bought over by another company, Ng Ah Kim Development Pte Ltd. Ng Ah Kim Development Pte Ltd was and is owned by the respondents. There was a dispute as to the circumstances under which Ng Ah Kim Development Pte Ltd managed to obtain the money to purchase the shares of Ng Ah Kim in the company. The petitioners alleged that the respondents obtained loans from the company to enable Ng Ah Kim Development Pte Ltd to buy the shares of Ng Ah Kim in the company. The evidence would appear to show that the respondents had credits with the company and that the respondents were withdrawing their own money. I was satisfied that there was nothing in this allegation.

At the time of the hearing before me the shareholders of the company and the number of shares held by each, were as follows:

Ng Ah Kim (deceased) 120 0.35%

Ng Ah Kim Development Pte Ltd 4,934 14.60%

Ng Boon Lin (first respondent) 5,484 16.20%

Ng Boon Wah (second respondent) 1,774 5.20%

Ng Boon Hong (third respondent) 2,786 8.20%

Ng Boon Siong (fourth respondent) 1,774 5.20%

Ng Mong Hui (fifth respondent) 1,774 5.20%

Ng Seow Hiong (first respondents son) 1,286 3.80%

19,932 58.75%

Tan Poh Tee (deceased) 2,028 6.00%

Ng Boon Hock (first petitioner) 1,694 5.00%

Ng Boon Leong (second petitioner) 1,694 5.00%

Ng Mong Siew (third petitioner) 1,694 5.00%

Tan Ah Huan (fourth petitioner) 4,050 12.00%

Ng Kim Kee (fifth petitioner) 340 1.00%

Ng Kim Ming (sixth petitioner) 1,016 3.00%

Ng Kin Yeow (seventh petitioner) 1,016 3.00%

Ng King Leang (eighth petitioner) 340 1.00%

13,872 41.00%

The members of the board of directors were the following:

Ng Boon Lin Chairman and Managing Director

(first respondent) Director since 1960

Ng Boon Wah Director since 1976

(second respondent)

Ng Boon Hong Director since 1960

(third respondent)

Ng Boon Siong Director since 1967

(fourth respondent)

Ng Mong Hui Director since 1967

(fifth respondent)

Ng Ah Kim was a director until he died in 1976. Madam Tan Ah Huan ceased to be a director when she failed to get re-elected in June 1988.

The first, second and third petitioners are related to the respondents in that they are half-brothers; the former being children of Ng Ah Kim and his second wife, Madam Tan Poh Tee.

On the death of Ng Ah Kim, the company allowed Madam Tan Poh Tee to draw a sum of $ 1,200 per month for the support of herself and her children. This was continued even after the death of Madam Tan Poh Tee. It stopped in June 1984. There was a dispute as to the basis upon which Madam Tan Poh Tee and her children were allowed to draw the sum from the company. The first three petitioners said that their entitlement to draw arose from an explicit understanding between Ng Ah Kim and Ng Boon Lin, the latter being t

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