The only issue that was raised by the fourth respondent in its application to have itself struck out as a party to this action is that the petitioner has no locus standi to present a petition under ss 181 and 218 (1)(f) and (i) of the Companies Act 1965 ('the Act').

Section 181 deals with the relief available to any member or holder of a debenture of a company, who claims that he has been oppressed either by any act done or any power exercised in a manner prejudicial to his interests in the company or that some act had been done which unfairly discriminates him as a member of the company.

In this case the petitioner claims that a creditors' compromise on a scheme of arrangement formulated by the second and third respondents to enable the fourth respondent now in receivership to reduce its financial burden and strengthen its financial position, is oppressive to him and he seeks the court's aid to prohibit the fourth respondent from proceeding with the scheme.

Relief under s 181 is only available to a member of a company who maintains that he has been oppressed by anything done or power exercised in the company and the first thing that the petitioner has to satisfy is that he is a member of the fourth respondent.

Members of a company have been defined by s 16(6) of the Act to include (1) the subscribers to the memorandum who have been deemed to have agreed to become members of the company and upon the incorporation of the company shall be entered as members in its register of members; and (2) every other person who agrees to become a member and whose name is entered in the register of members.

It is not disputed that the petitioner is not a member or shareholder of the fourth respondent. However, he claims connection with the fourth respondent by virtue of the fact that he is a shareholder of the first and fifth respondents who in turn are the secured creditor and shareholder respectively of the fourth respondent. It is the petitioner's contention that the scheme will not benefit either the first or fifth respondents and if it goes through, he, the petitioner will suffer loss by virtue of him being a shareholder of the first and fifth respondents.

By his conduct in presenting this petition, the petitioner is questioning the propriety of the scheme as a minority shareholder of the first and fifth respondents when in fact the very same scheme has already been accepted and adopted by the first and fifth respondents and sanction is presently being sought under s 176 of the Act to have such a scheme approved. If indeed the petitioner will suffer loss by reason of the first and fifth respondents adopting the scheme to his detriment, then he should turn to the first and fifth respondents for such loss but as against the fourth respondent he has no cause of action whatsoever nor can he claim that he had been oppressed under s 181 of the Act by a scheme of arrangement proposed by the fourth respondent when he is not even a member or a shareholder of the fourth respondent. As the petitioner's locus standi is regulated by statute, he must comply strictly with the mandatory provisions of s 181 and to that end there had been a misjoinder of parties when the fourth respondent was made a party to this petition.

The petitioner has admitted that he is not seeking to have the fourth respondent wound up but merely seeks relief on the loss he will suffer. To that end, reference to s 218(1)(f) and (i) is irrelevant as they relate to the circumstances when the court may wind up a company.

As the petitioner has no locus standi under s 181 to challenge the scheme of the fourth respondent, I had accordingly allowed the fourth respondent's application to have itself struck out as a party to this action and that the petitioner bear the costs of its application.