This was a petition by four individuals who, for brevity and convenience, I shall refer to as Fong, Lim, Chong and Phang or, collectively, as "the petitioners" for the winding up of Senson Auto Supplies Sdn. Bhd. ("the Company") under section 181 of the Companies Act 1965 ("the Act") on the ground that the affairs of the Company were being conducted in a manner oppressive to them. During the argument, however, counsel for the petitioners also relied upon the just and equitable ground under section 218(1)(i) of the Act.

At the outset, I should perhaps mention that a number of creditors gave notice of intention to appear at the hearing of the petition but all of them indicated their opposition to it.

The Company was incorporated on September 13, 1980 as a private company limited by shares. The articles of association provided that the shares of the Company may not be transferred to any person other than members of the Company or members of their family but power was conferred upon the directors to approve a transfer to outsiders. However, the directors could, in their discretion and without assigning any reason, refuse to register a transfer to any person who is not a member and of whom they did not approve. The memorandum and articles of association of the Company were subscribed by two subscribers, namely, Ooi Say Chong and Phang who were appointed by the articles to be the first directors of the Company. The nominal capital of the Company was $300,000 divided into 300,000 shares of $1 each but was raised to $600,000 at an Extra-Ordinary General Meeting held on December 25, 1983. The amount of capital paid up or credited as paid prior to March 3, 1986 was $355,350 comprising 355,350 shares of $1 each and thereafter $464,450 comprising 464,450 shares of $1 each.

The principal business of the Company was the dealing in automotive spare parts accessories for the use of motor vehicles.

At all material times to this petition, the shareholdings of the members of the Company were as follows:

NamesNumbers of sharesPercentage 1. Ooi Say Chong51,150 14.4% 2. Ooi Say Hup17,100 4.81% 3. Ooi See Seong @ Ng Ah Ba34,200 9.62% 4. Fong Kin Nyang3,450 0.76% 5. Lim Yo Sim32,400 9.12% 6. Chong Mooi Chew @ Chong Mooi Choy8,550 2.41% 7. Phang Meng Chen39,900 11.23% 8. Ooi Soo Bem24,050 6.77% 9. Ooi Say Kok17,100 4.81% 10. Ooi Heng Kok @ Ooi Say Hwa17,100 4.81% 11. Gan Guat Lee34,200 9.62% 12. Kong Chu Ah @ Kong Teok Chan51,150 14.40% 13. Ng Hock Guan13,300 3.74% 14. Perai Jaya Engineering Sdn. Bhd.11,400 3.21% 15. Tan Kung Huak300 0.08% 355,350 100.00%

The first three of the above named persons are brothers whilst the ninth, tenth and eleventh are their relatives. It was alleged by Lim, but challenged by the Company, that the fourteenth named shareholder, an incorporated company, is controlled by the Ooi family. The fourth, fifth, sixth and seventh named are the petitioners.

The above table shows that the three Ooi brothers own 28.83% of the total shares in the Company; if the shares of their three relatives, namely, the ninth, tenth and eleventh named individuals are added, then the total shareholdings of the Ooi family — using that expression in its widest possible sense — expressed in terms of a percentage would be 48.07%. And, if to this is added the shareholding of Perai Jaya Engineering Sdn. Bhd., namely, 3.21%, the resulting percentage would be 51.28%. There is, however, no evidence establishing that the Ooi family does in fact control Perai Jaya Engineering Sendirian Berhad. Moreover, I do not consider that the expression "the Ooi family" should be expanded to include the relatives of the three Ooi brothers.

Turning from the general to the particular, I noted, in passing, that counsel for the petitioner was not able to draw my attention to even a single example in the Company's Minute Book (D1) of the Ooi brothers having used their voting power to outvote the petitioners or any of them. However, Phang, an executive directo