Kang Hwee Gee J:

The Background

The 1st respondent, Paloh Medical Centre Sdn Bhd is a private limited company incorporated on 29 March 1991 under the Companies Act 1965.

The main object of the company was to establish and run hospitals and provide medical services, and to carry on the business of providing medical supplies.

The petitioner, Beb Chun Chuan, IGB Corporation Bhd and Yayasan Perak (the 4th respondent) were its shareholders and together with the petitioner were its founder shareholders.

For the purpose of building the hospital and medical mall the State Government of Perak had agreed to alienate to the company a piece of land.

Later the founder shareholders approached the 2nd respondent, Hospital Pantai Berhad, a company with substantial experience in operating a private hospital, to join the company so that its expertise could be utilised in setting up the medical centre.

The issued and paid-up capital of the company at this point of time was RM4 million of RM1 each, which was held as follows: (i) IGB Corporation Bhd - 1,500,000 shares (ii) Yayasan Perak - 896,000 shares (iii) Beh Chun Chuan (petitioner) - 1,604,000 shares

Upon Hospital Pantai Bhd joining