Siti Norma Yaakob J:

The plaintiff in this suit is a public listed company whose share are traded on the stock exchanges of Malaysia and Singapore.

On 13 February 1988, in civil suit 22-174-86, the defendant had obtained an order from George J which, inter alia, provides that a sale and purchase agreement dated 1 February 1986, entered into between the plaintiff and the defendant be specifically enforced by the plaintiff completing the purchase of 1,108,000 shares of RM1 each fully paid in Seasion Corporation Sdn. Bhd. from the defendant and paying the defendant RM845,970.91, being the purchase price of the shares within 14 days of the date of the order.

The plaintiff failed to complete the sale within the time stipulated and on 1 August 1988, the defendant sent a notice to the plaintiff under s. 218(1)(e) of the Companies Act 1965, (the Act), demanding payment of the sum of RM845,970.91 under the judgment within 21 days, failing which the defendant would proceed to present a winding up petition against the plaintiff.

On 16 August 1988, five days before the expiry of the 21 days stated in the notice, and in an effort to prevent the defendant from presenting a winding up pe