Suriyadi Halim Omar JCA:

[1] The 1st appellant is a shareholder and director of a private limited company called Jee Tra Trading (M) Sdn. Bhd (hereinafter referred to as the company), incorporated under the laws of Malaysia on 8 February 1986. She holds 132,501 ordinary shares of the company representing 50% of the issued and paid up capital. The respondent also holds 50% of the issued and paid up capital of the company. In a nutshell these two personalities, holding equal share in the company, are the owners of the company. This company's principal businesses are the Pan Malaysian Big Sweep and the lucrative Numbers Forecast Agency for Pan Malaysian Pools Sdn Bhd at 3 outlets. It is a company that carries out the business of gambling.

[2] To operate these outlets this company had the usage of 3 licences, each issued under the personal names of the respondent, 1st appellant and 2nd appellant obtained from a company called Usaha Tegas Sdn Bhd. Three (3) Agency Agreements were executed between these persons and the company, whereby the agreements had created a trust in favour of the company. Each of the appellants and respondent, referred to as nominees in the agreements, had agreed that the licences be used for the exclusive use and benefit of the company.

[3] Later the 1st. appellant had brought in her husband ie, the 2nd appellant into the company as a nominee director pursuant to art. 81 of the Articles of Association of the company, the precursor provision that led to many of the current problems. The 2nd appellant did not own a single share in the company. The respondent did not immediately reciprocate by nominating her husband one Chua Boon Chew, a founder member of the company, as at that relevant time he had been adjudicated a bankrupt. His shares had been taken over by the respondent. The abovementioned art. 81 reads as follows:

81. The Directors shall be nominated by the Members and a Member shall be entitled to nominate a Director for every Twenty Five per centum (25%) of the issued capital of the Company measured in nominal value held by him or his nominees.

[4] In a word, pursuant to the above provision, in term of numbers the respondent and the 1st appellant were entitled to appoint 2 directors each, purposefully to ensure conferment of equal representation, management and control of the Board of Directors (BOD) of the company. That purport was founded on that equal shareholding of the respondent and the 1st. appellant in the company.

[5] This nomination of the 2nd appellant by the 1st appellant, was one of the causes of this case, as it involved dollars and cents whereat initially as equal shareholders the respondent and the 1st appellant were each entitled directors fees and remuneration on an equal basis. With the entry of the 2nd appellant as a director, invariably in monetary terms the financial advantages tilted towards this husband and wife team, much to the chagrin of the respondent. With 2 voices, as against her solitary voice in the BOD meetings, the respondent slowly lost her grip over the company. She saw oppression upon oppression piling up against her, leading eventually to the filing of the petition, the very foundation of this appeal.

[6] In the said petition the respondent had prayed, inter alia, for:

(a) a declaration that the 1st and 2nd appellants had conducted the affairs of the company, and in the exercise of their powers as directors of the company, in a manner that was oppressive, discriminatory and prejudicial to the respondent and/or in disregard of her interest;

(b) a declaration that the respondent was entitled to nominate one Tan Kee Hooi (f) (NRIC No: 700417-07-5874) as a director of the company pursuant to art. 81 and which nomination be given effect by the Company Secretaries by filing the statutory records of the said appointment with the Companies Commission of Malaysia;

(c) a declaration that the resolution of the Board of Directors dated 10 November 1999 authorizing the