JUDGMENT

DC D'Cotta J:

This is an application by the plaintiff for an order that the defendants be removed from their offices as the liquidators of Cycle & Carriage Co. (Realty) Ltd. (hereinafter referred to as the Company) and that they be replaced by Messrs DA Beaton and GCT Repton. The application is made under s. 266 of the Companies Act (Cap. 185) which provides:

The Court may on cause shown remove a liquidator and appoint another liquidator.

The company was incorporated on 15 February 1969 under the Companies Act. The company had eight directors of whom the first defendant, Mr. JM McCormack was one. The other two defendants, MHG Pollett and Tan Swan Jeng are accountants practising in partnership with the first defendant under the style of Coopers & Lybrand. By a special resolution passed at an extraordinary general meeting held on 26 March 1975 it was resolved that the company be voluntarily wound-up and the defendants were appointed liquidators.

According to the Annual Report and Statement of Accounts of the company, the company as at 30 September 1974 was the owner of a piece of property then known as 'Liat Towers'. Liat Towers is a property situated at Orchard Road, Singapore. One of the reasons advanced by the Board of Directors of the company in calling for voluntary liquidation was that in the event of Liat Towers being sold, the company's assets would consist principally of cash and investments which in the Board's view could be handled by individual members as well as by the company.

The company's investments included 9,064,664 shares of $1 each fully paid up in Cycle & Carriage Ltd. (hereinafter referred to as the listed company). Of this amount, 6,043,110 shares are in CCR Holdings Ltd. (hereinafter called CCR Holdings) whose entire assets consisted of an equivalent number of shares in the listed company. CCR Holdings was formed on 23 July 1974 as the plaintiff alleges, to hold or 'lock in' the 6,043,110 shares in the listed company. The listed company is at all material times a public company listed on the Stock Exchange of Singapore and its shares are traded on that Stock Exchange. The company's share holdings amounted to 32.2 of the capital of the listed company. The plaintiff at all material times was a contributory of the company. He held 134,508 fully paid up shares of $1 each of the paid up capital of the company.

The plaintiff's complaint is as follows. Unknown to the plaintiff, on 27 November 1974 the directors of the company had transferred 6,043,110 shares of the 9,064,664 shares the company held in the listed company in exchange for an equivalent number of shares in CCR Holdings.

The plaintiff alleges that the Chua brothers, Chua Boon Peng, Chua Boon Unn, Chua Boon Yew and Thomas Chua (hereinafter called the Chuas) with the assistance of the first defendant, attempted to retain control of the listed company partly out of their control in CCR Holdings. The plaintiff alleges that this was done solely for the benefit of the Chuas and not in any way for the benefit of the company. Instead of the plaintiff receiving his entitlement of shares in the listed company, the plaintiff in April 1975 received from the liquidators 94,079 shares in CCR Holdings. This, the plaintiff alleges, is a breach of the fiduciary duties which the directors of the company owed the members of the company. The plaintiff says that in consequence of the said breach, he has suffered damage and loss.

On 16 August 1976 the plaintiff offered to sell his 92,000 shares in CCR Holdings at $3.05 per share which was the value of the listed shares. However, he was only offered $1.60 per share as the shares of Holdings are not listed in the Stock Exchange of Singapore.

On 9 June 1975 the listed company paid a dividend of 10%. The plaintiff only received, after a lapse of some ten months later, 8.750f the 10 dividend as a result of the unwarranted interposition of CCR Holdings. Subsequently two more dividends amounting to 25% were rec