Introduction

[1] There are two appeals before us: Rayuan No 2-31-2009 (1st appeal) and Rayuan No 02-32-2009 (2nd appeal). Both appeals are by UEM Group Berhad (formerly known as United Engineers (Malaysia) Berhad).

[2] The 1st appeal was directed against the decision of the Court of Appeal on 14 July 2008. The Court of Appeal had reversed the decision of the High Court in granting a winding up petition by United Engineers (Malaysia) Bhd ("UEM") against UEM Genisys Sdn Bhd ("UEG"). The High Court had earlier found that the affairs of UEG were being conducted by Genisys Integrated Engineers Pte Ltd ("GIE") in a manner contrary to s 181 of the Companies Act 1965 ("the Act").

[3] The 2nd appeal was directed against the decision of the Court of Appeal on the consequential orders made on 7 November 2008. What had happened was this. The Court of Appeal after reversing the decision of the High Court in winding up UEG went a step further by inviting the parties to make further submissions on the issue of costs and consequential orders. After hearing the parties, the Court of Appeal, inter alia ordered UEM to buy-out GIE's 49% shares in UEG. The Court of Appeal also made some ot