Judgment

Enclosure 1 is a petition commenced by the petitioner against the Second Respondent for an order that the Second Respondent purchase her 100,000 shares in the First Respondent. The First Respondent is the nominal Defendant in this petition. This relief is being sought by the petitioner pursuant to S. 181(1)(a) read with S. 181 (2)(c) of the Companies Act 1965.

Sub section 1(a) was discussed extensively by Lord Wilberforce in Re Kong Thai Sawmill Sdn. Bhd [1978] 2 MLT 277 His Lordship opined in this case that a court of law can only grant relief under this sub-section upon a finding of 'oppression' or 'disregard' of the interests of a member. His Lordship further added 'the complainant must identify and prove 'oppression' or 'disregard'. The mere fact that one or more of those managing the company possess a majority of the voting power and, in reliance upon that power, make policy or executive decisions, with which the complainant does not agree, is not enough. Those who take interests in companies limited by shares have to accept majority rule. It is only when majority rule passes over into rule oppressive of the minority or in disregard of their interest, that the section can be invoked. As was said in a decision upon the United Kingdom section there must be a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a share holder is entitled to expect before a case of oppression can be made (elder v. Elder & Watson Ltd.) their Loadships would place the emphasis on Visible'. And similarly "disregard" involves something more than a failure to take account of the minority's interest: there must be awareness of that interest and an evident decision to override it or brush it aside or to set at naught the proper company procedure (per Lord Clyde in Thompson v. Drysdale). Neither 'oppression' nor 'disregard' need be shown by a use of the majority's voting power to vote down the minority: either may be demonstrated by a course of conduct which in some identifiable respect, or at an identifiable point in time, can be held to have crossed the line".

The primary complaint of the Petitioner is that she was expelled as a director by the employment of unfair means by the Second Respondent. This is evident from the contents of paragraph 7 of the written submission of counsel for the Petitioner. Paragraph 7 reads:

7. The Petitioner has been unfairly discriminated and oppressed by the Second Respondent whom is having the majority and control of the Company and family in year 2006 by forcefully expelled the Petitioner from the board of directors of the Respondent Company. (See paragraph 19-23 of the Petition), that resulted the Petitioner brought up this action.

In other words, according to the Petitioner's own counsel, the immediate cause for the launching of this petition was her removal as a director of the First Respondent and the circumstances surrounding her removal. With respect, I do not consider the circumstances set out in paragraphs 19-23 to amount to visible departure from the standards of fair dealing and a violation of the conditions of fair play towards the petitioner as a member. Perhaps, towards a fellow director, yes. Applying Load Wilberforce's test, the petitioner must identify and prove that the unfair dismissal of the petitioner as director, also amounted to an oppression of her rights as a member. Perhaps, in recognition of this weakness in the petitioner's case, counsel for the petitioner submits a little further in his submission that her removal was prejudicial to the petitioner 'not only as director of respondent of the company but also as a member of the company as it was mutual understanding and promise of the Second Respondent to the petitioner that the petitioner shall be the director of company and shall be able to take part in the management of the respondent company'. The difficulty confronting the petitioner in relation to her allegation that s