Mohamed Dzaiddin Abdullah FCJ:

[2] Nadchatiram Realities (1960) Sdn Bhd (the company) was a family company incorporated under the repealed Companies Ordinances 1940-46 on 10 November 1960. The shareholders of the company comprised members of the Nadchatiram family of Seremban, most of whom are lawyers. As a result of non-payment of income tax, a winding-up petition vide Seremban High Court Companies Winding-Up no: 28 February 1988 was presented by the Department of Inland Revenue on behalf of the Government of Malaysia against the company on 30 April 1988. On 5 September 1989, the Court granted the order and thereafter the company was placed under the supervision of the official receiver who was appointed as the liquidator. The company's liabilities were estimated at RM1.03 million, although the assets were worth more than RM20 million. Hence, the company was still a solvent company.

[3] It should be noted that after the company was wound up by the Court, several actions were commenced in the Seremban High Court by family members of the company against one another pertaining to the company's assets.

[4] One action which is relevant to this appeal is originating summons no: 24-346-92 commenced by the appellant as a contributory of the company, against the 4th respondent under s 305 of the Act for several alleged acts of misfeasance, breaches of trust, unlawful transfers of the company's properties and misappropriation of its funds. This originating summons had since been converted into a writ action and was pending hearing.

[5] On 9 March 1994, the 1st, 2nd, 3rd and the 4th respondents filed a notice of motion seeking the following orders:

(a) that the winding-up order made against Nadchatiram Realities (1960) Sdn Bhd, on 5 September 1989 be discharged and/or that all proceedings in relation to the winding-up be stayed altogether;

(b) that the liquidator appointed under the said winding-up order, namely the official receiver, be released and/or discharged;

(c) that the company be allowed to carry on business pursuant to s 243 of the Companies Act, 1965.

[6] The application was supported by the liquidator, who in his report to the Court confirmed that the company was solvent and that the creditors could be paid in full. The appellant opposed the application on several grounds as stated in her affidavits affirmed on 16 and 18 March 1994 respectively. The learned Judge heard the application on 22 March 1994, and after hearing Counsel and considering the liquidator's written submission, his Lordship allowed the application with additional orders with regard to the convening of an EGM and the utilisation of the sum of RM1,295,800 to pay off the debts and costs of the winding-up.

[7] In his ten-page "alasan penghakiman", where after having said so much by way of explanatory introduction and reproducing the entire liquidator's written submission, the learned Judge concluded in the following manner:

Dalam suasana di atas dan setelah menimbangkan penghujahan yang dibuat oleh kesemua pihak saya telah memberikan perintah seperti dipohonkan (PSP) dan membenarkan permintaan Encik Lee bahawa hendaklah diadakan Mesyuarat Agung Tahunan (AGM) dalam masa dua bulan dari tarikh pendengaran ini iaitu 22 Mac 1994 untuk melantik Lembaga Pengarah untuk mengambilalih kuasa (control) syarikat tersebut dan mengambil milikan kesemua dokumen dan fail yang berada dalam tangan likuidator. Saya memerintahkan juga bahawa harga jualan harta syarikat berjumlah RM1,295,800 dibahagi-bahagikan oleh Pegawai Penerima/Likuidator termasuk bayaran semua kos caj dan perbelanjaan penggulungan.

[8] The appellant had raised several grounds of appeal in the memorandum of appeal filed on 14 April 1994. However, the crucial ground argued before us by Counsel was that the learned Judge, when exercising his