Edgar Joseph Jr J

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