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.

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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 also filed a

petition for the winding up of the Company under section 118

("the oppression petition") on 16th January 1996 which was three

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days before the making of the order for winding up under section 218 in favour of the first respondent.

4. The oppression petition of the appellant was met by the

summons in chambers of the first, the second and the third

respondents of 26th March 1996. The fourth respondent was not a

party to this summons in chambers. It was an application to strike

out the appellant's oppression petition under O. 18 r.19 of the

Rules of the High Court 1980 ("the RHC"). This application of the

respondents was heard by the learned Senior Assistant Registrar

("the SAR") who dismissed it.

5. Being dissatisfied with the said decision, the respondents

appealed to the Judge in Chambers. The learned Judge on 31st

March 1997 allowed the appeal and ordered the striking out of the

oppression petition of the appellant. It is against this decision that

the appellant is seeking redress before us.

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6. According to the Judgment of the learned Judge of 11th

April 1997, the appeal by the respondents was allowed solely

on the ground that the oppression petition was presented after

the Company has been ordered to be wound up.

7. The learned Judge so held on the authority of Web v

Stanfield & Anor (1990) 8 ACLC 715. He said in his judgment:

".... at the date of the petition the perpetrators are no

longer running the company and exercising the powers of

directors because the company is now under the charge of

a liquidator? Could those words of paragraph (a) of

subsection (1) of section 181 apply to the governance of

the liquidator? I did not think that what could be said of

the perpetrators could be said of the liquidator. I did not

think it could be said that by letting the effects of the act

or omission continue and not doing anything to neutralize

them, the liquidator is running the company

oppressively

I was of opinion that, where the oppression petition is presented after a company has been ordered to be wound up, the authority that is appropriate is Webb v Stanfield and not Owen Sim, because Owen Sim was not such a case."

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8. The learned Judge is correct is so saying if the factual

situation is correct in that the oppression petition was presented

after the Company was ordered to be wound up. But the situation

is to the contrary. The Company was only ordered to be wound up

upon the petition of the first respondent, three days after the

presentation of the oppression petition by the appellant.

9. Further, Webb v Stansfield, in my view, could easily be

distinguished on the fact because the company there was ordered to

be wound up on the ground of insolvency whereas in the case

before the learned Judge, the winding up application by the first

r