JUDGMENT

Mary Lim Thiam Suan JCA:

[1] On 17 August 2017, the High Court ordered Wisma Rakyat Holdings Sdn Bhd [Wisma Rakyat], the 3rd defendant before the High Court, to be wound up. The appellants before us who were the 1st and 2nd defendants were dissatisfied with that decision; hence, the appeal. After considering the submissions of respective counsel, and upon proper consideration of the learned judge's reasons for making that order, and the appeal records, we unanimously dismissed the appeal, finding that there was no basis for appellate intervention.

The 181 Petition

[2] The parties before us were directors and shareholders in Wisma Rakyat, the 3rd defendant at the High Court. The nature of Wisma Rakyat's business is described in the records of the Companies Commission of Malaysia as "operation of a supermarket chain and retail store selling a broad range of goods ranging from clothing, food, household goods and other merchandise. It operates the "Rakyat Superstore" its flagship supermarket cum departmental store and six smaller branches that sell household goods, clothing, mobile prepaid preloads and other merchandise in Keningau. In addition, it also operates nine "Pasar Rakyat" stores selling household and electrical goods in Tawau, Tenom, Sipitang, Beaufort, Papar, Rugading, Tuaran, Kota Belud and Ranau in Sabah."

[3] The respondent had a 45% shareholding while the appellants who are husband and wife, held the balance shares. On 2 February 2016, the respondent commenced an action against the appellants and Wisma Rakyat under s 181 of the Companies Act 1965, alleging that there had been oppression of his minority rights as shareholder - "the 181 Petition".

[4] After a full hearing conducted in August 2016, on 3 February 2017, the learned judge found that the affairs of Wisma Rakyat were being conducted and that the powers of the appellants, acting as directors, were, indeed, exercised in a manner which was oppressive and prejudicial to the respondent. The learned judge found that the appellants had "unfairly discriminated and disregarded the plaintiff's right as a shareholder of the company".

[5] Acknowledging that the respondent had specifically prayed for an order that Wisma Rakyat be wound up and that a private liquidator be appointed and that while s 181(2) of the Companies Act 1965 provided that such order may be made, His Lordship held that it was but one of the options available as a remedy consequent to his finding of the presence of oppression. According to His Lordship:

"However, at this juncture, I am of the opinion that the proper Court Order for the plaintiff is for the 1st and 2nd defendants to buy out the plaintiff's 45% shares at a fair value within 6 months failing which the 3rd defendant company shall be wound-up."

[6] The learned judge further ordered the parties to appear before him on 21 February 2017 in respect of the other declaratory and consequential orders sought by the respondent in the Originating Summons.

[7] On 21 February 2017, after hearing the parties, the learned judge appointed Wong Ching Yong as the Provisional Liquidator under s 231 of the Companies Act 1965 to preserve the assets of Wisma Rakyat and not to dispose of the assets of Wisma Rakyat without the leave of the Court; and that Wisma Rakyat was to continue its business on a "going concern" basis.

[8] On 23 February 2017, the learned judge made further declarations/orders, amongst which was a declaration that the respondent holds 45% shares in Wisma Rakyat for his own benefit; that certain properties held in the 1st appellant's name were held on trust for Wisma Rakyat. Specific directions and orders were given to the Provisional Liquidator on various tasks that had to be undertaken, that findings on several matters had to be considered in computing the value of the shares of Wisma Rakyat, and that the Provisional Liquidator was to report his findings on certain directed matters within three months from the date of his appointment, and t