The brief factual background has already been dealt with by my learned brother Richard Malanjum JCA in his judgment reported in (2003) 2 CLJ 445 and I am therefore spared from repeating it here, except that for the purpose of this judgment, certain aspect of the matter needs to be highlighted.

2

2. At all material time, the directors of the Company, the

product of a joint venture between the appellant and the first

respondent, were the second to the fourth respondents. The

appellant which in the beginning had the fourth respondent as its

nominee appointed as a director in the Company, was left without

one when the fourth respondent subsequently left its employment

to join the first respondent without relinquishing his position as a

director in the Company, representing the appellant.

3. Subsequently a dispute arose between the appellant and the

first respondent over the management of the Company resulting in

the first respondent filing a petition for the winding up of the

Company under section 218 of the Companies Act 1965 ("the

Act") on 18th October 1995. However the winding up order was

only made on 19th January 1996. For the appellant, he al