Ramly Ali J:

The petitioners presented the present petition (dated 16 September 2005) to wind-up the 1st respondent company on a "just and equitable" ground under s. 218(1)(i) of the Companies Act 1965 on the following grounds, namely:

(a) the affairs of the company have been and are being conducted in disregard of the interests of the petitioners;

(b) the powers of the board of directors of the company are being exercised in disregard of or prejudicial to the interests of the petitioners;

(c) there is a lack of probity in the management of the company by the directors;

(d) the petitioners have been wrongfully excluded or alternatively, steps have been taken by the respondents to wrongfully exclude the petitioners from the management of the company; and

(e) there is now a complete breakdown of mutual trust and confidence in the management of the company and/or between the other shareholders/directors of the company and the petitioners.

The 1st respondent, on the other hand filed an application (vide encl. 24) to strike out the petition pursuant to O. 18 r. 19(1)(b) or (d) of the Rules of the High 1980 and/or pursuant to the inherent jurisdiction of the Court, on the following grounds, namely:

(a) the petition filed is scandalous, frivolous or vexatious and/or is otherwise a blatant abuse of the process of this Court;

(b) the grounds of the petition relied on by the petitioners are based on alleged oppressive acts complained of against the respondents, giving rise only to an action for oppression by the petitioners;

(c) such alleged oppressive acts are predicated on events occurring substantially after the filing of the said petition;

(d) such alleged oppressive acts are in fact a course of action taken by the respondents to remedy the wrongful acts perpetrated by the petitioners against the respondents and the 1st respondent's property;

(e) the petition filed herein is in fact a retaliation by the petitioners designed to prevent or otherwise deflect the respondents from pursuing legal recourse for wrongs committed by the petitioners; and

(f) in all the circumstances, the petitioners have acted in grievous bad faith and seeks this Court's assistance in these proceedings with unclean hands to benefit from their own wrongful acts.

Factual Background

On 1 April 1973, the 2nd petitioner was the registered sole proprietor of a bakery shop known as "King's Confectionery" with its principal place of business at No. 33, Jalan 60, Kepong Baru, Kuala Lumpur. The business registration is 299372. In 1991, this was changed into a partnership consisting of the 2nd petitioner and the 1st petitioner, the 2nd petitioner's husband as partners.

On 9 November 1975, the 2nd petitioner, the 3rd respondent, Madam Kau Kwee Yong and Madam Wong Kee formed a partnership to operate another bakery shop. It was also known as "King's Confectionery". Its principal place of business was at Lot 30, Batu 5, Jalan Besar, &ang, Kuala Lumpur. The business registration is 392353. Madam Kau Kwee Yong is the 2nd petitioner's mother. Wong Kee and the 3rd respondent are the 2nd petitioner's sisters. On 5 October 1981, Madam Kau Kwee Yong withdrew from the partnership and the 2nd, 4th and 5th respondents, her sons and another daughter entered into the business. Later in the same year, the 2nd-5th respondents also took over Madam Wong Kee's shares. She thereafter also withdrew from the business.

On 18 January 1993 the 2nd respondent and the 1st petitioner incorporated the 1st respondent as a private limited company under the Companies Act 1965 under the name of "K's Confectionery Sdn. Bhd.". At the first board meeting on 20.8.1993, attended by the 2nd respondent and the 1st petitioner as the first directors, the certificate of incorporation was tabled and the memorandum and articles of association were adopted.

On 15 December 1993, the 2nd petitioner, the 3rd, 4th and 5th respondents were appointed as directors of the company.

On 15 December 1993, at the company's board meeting sev