Nallini Pathmanathan JC:

Introduction

[1] A flurry of interlocutory applications have been filed in this matter as a matter of some urgency. The outcome of all these enclosures is dealt with in this composite decision for clarity, brevity, urgency and essentially because the applications are inextricably inter-related.

1.0. Salient Facts

[2] The background facts of the matter, on which all these applications are premised, are as follows:

(1) On 9 September 1994 the 1st to 11th Petitioners filed a petition to wind-up the 1st Respondent company, Kian Joo Hodings Sdn Bhd ('the Company');

(2) By a consent order dated 30 January 1996 the Court ordered that the Company be wound up pursuant to s 218(f) and (i) of the Companies Act 1965. Abdul Jabbar bin Abdul Majid and Ng Kim Tuck were appointed as liquidators of the company to act jointly and severally. By order of Court dated 2 October 2007, Ooi Woon Chee replaced Abdul Jabbar bin Abdul Majid. Therefore Ng Kim Tuck and Ooi Woon Chee are the current liquidators of the company.

(3) There are 27 contributories of the Company. Broadly they can be divided into 2 factions. The majority contributories representing 52% in value of the shares of the Company comprise the 2nd to 4th Respondents and other contributories. This majority faction is led by Dato' See Teow Chuan ('Dato' See').

(4) The minority contributories representing 48% in value of the shares in the Company comprise the Petitioners and 2 other contributories. This minority faction of the contributories is led by Dato' Anthony See Teow Guan ('Dato' Anthony').

(5) The Company owns 153,868,617 ordinary shares of RM0.25 each ('KJCFB Shares') in Kian Joo Can Factory Berhad ('KJCFB') representing 34.46% of the total issued and paid up share capital of KJCFB.

(6) Since the commencement of the winding-up proceedings, the liquidators have called for meetings of the contributories to ascertain their views on the method of distributing assets. The two factions put forward two differing views. The majority contributories favoured the sale of the KJCFB shares, while the minority contributories preferred a distribution in specie (a pro-rated distribution among the existing contributories) of the KJCFB shares.

(7) At meetings held on 12 July 1996, 8 December 1999 and 10 July 2008 respectively, the majority contributories voted in favour of the sale of the KJCFB shares while the minority voted against the sale.

(8) As a consequence of the views expressed at these meetings, the last of which was in July 2008, the Liquidators decided to, and took steps to sell the KJCFB shares. The Liquidators' decision was challenged by the minority contributories by the filing of legal proceedings which were resolved in 2007 when the Court of Appeal dismissed the application by the minority contributories which sought to revise the decision of the liquidators to sell the KJCFB shares.

(9) In June 2007 the Liquidators put up the KJCFB shares for sale. Based on the 2nd Respondent, Dato' See's offer of RM2.08 per share, which was the highest offer receive the sale was awarded to the 2nd Respondent. A share sale agreement as entered into for the sale of 142, 133, 692 KJCFB shares representing 32% of the issued and paid up share capital of KJCFB. It is not in dispute that the said agreement was aborted. The reason was the price, which was high in the context of the then prevailing share market condition.

(10) As the sale had been aborted, the Liquidators again convened a contributories meeting in July 2008 to ascertain once again the wishes of the contributories. The majority contributories again voted in favour of the sale of the KJCFB shares.

(11) Accordingly in August 2008 the Liquidators put up all the KJCFB shares for sale ('the 2008 sale'). Notwithstanding the 2nd Respondent's failure to complete in the earlier sale, he was allowed to participate in the 2008 sale. The sale of the shares was by open public tender.

(12) The Liquidators placed advertisements in the news