Hashim Yeop Sani FJ:

The appellant took out a petition under s. 181 of the Companies Act 1965 as shareholder of the United Chinese Transport Co. Sdn. Bhd., cited as the eighth respondent in the petition. In the petition the appellant alleged mismanagement, misappropriation of company funds, fraud, embezzlement and "general disregard for rules as laid down in the company's memorandum and articles of association". The memorandum and articles were however not exhibited.

The said petition was dated 18 July 1981 and his affidavit verifying the petition was affirmed on 19 July 1981. All the respondents filed their notice of intention to appear on the petition as shareholders and/or directors of the company. Of all the affidavits filed by the respondents the affidavit of the second respondent, Ng Eng Guan, shareholder and manager of the company affirmed on 6 November 1981, provided the most comprehensive reply to all the allegations made in the petition.

The background would seem to be that the petitioner had originally been appointed as additional director on 6 September 1976. But at the 30th annual general meeting of the company held on 7 October 1979 the petitioner was not re-elected as director. After that he made numerous queries on the running of the affairs of the company and his grievances are reflected in the allegations set out in his petition.

On behalf of the company it was contended that the directors of the company had from time to time regularly placed before the company at its annual general meetings duly audited balance sheets and profit and loss accounts of the company as required by the Companies Act and all these accounts were regularly passed at these meetings.

After hearing the evidence adduced before him the learned Judicial Commissioner found that the claims in the petition had no real merits and regarded the petition as appellant's "personal vendetta" against the duly appointed directors and others. The learned Judicial Commissioner then dismissed the petition with costs. In his grounds of judgment the learned Judicial Commissioner also found that there was no ground to order the company to be wound up and he also found no evidence of fraud or oppression but only "minor queries" which he said could easily be disposed of by the shareholders at the general meeting of the company.

The appellant was dissatisfied and appealed; and in his appeal he relied on two grounds. Firstly he contended that the learned Judicial Commissioner was wrong to deny him the adjournment he asked for on 24 June 1982 and secondly he contended that the learned Judicial Commissioner was wrong to dismiss his petition on the merits.

First the question of the refusal of the learned Judicial Commissioner to grant the adjournment on 24 June 1982. Before a decision can be made on this point it would be necessary first to study the background of the proceeding. The case came up for hearing first on 2 March 1982. The appellant was then represented by Counsel. The hearing commenced and continued on to 3 March 1982 and then adjourned to 17 March 1982 and then again adjourned to 7 April 1982 for continued hearing. After the hearing on 7 April 1982 the appellant lost his Counsel who had discharged himself. From the record of the proceeding it would appear that the parties had also agreed on 17 March 1982 that all queries on the accounts of the company should be dealt with at the company's meeting which was then scheduled to be held shortly. On 7 April 1982 the appellant's new Counsel applied for adjournment which was granted and the continued hearing was fixed to be on 7 June 1982. On 7 June 1982 however the appellant's Counsel again applied for an adjournment. This was recorded as the "last adjournment" granted and the case was fixed for continued hearing on 24 June 1982. When the case came up for continued hearing on 24 June 1982 the appellant again applied for an adjournment apparently to engage a new Counsel. This application for adjourn