Appeal

[1] On 10 December 2009, we allowed the appellants' appeal and set aside the order made by the High Court against them pursuant to the respondent's petition presented under s 181 of the Companies Act 1965 . (A reference hereinafter to a section is a reference to that section in the , unless otherwise stated).

[2] We now provide our grounds.

Agreed Facts

[3] The agreed facts prepared and signed by the parties' counsel respectively are simple and straightforward.

[4] In and around 2003, the second appellant ("Phuar Kong Seng") and the respondent ("Lim Hua") were the only shareholders and directors of the first appellant, Chemfert Sdn Bhd ("the company").

[5] At the instance of Phuar Kong Seng and pursuant to a Court-convened extraordinary general meeting under s 150, an additional director was appointed, while Lim Hua was removed as director of the company on 21 September 2004.

[6] Subsequently, Lim Hua presented a pet