Appeal

[1] After a full trial, the Kuala Lumpur High Court dismissed with costs the claim of the appellants ("the plaintiffs"). On 31 May 2010, we heard and dismissed the plaintiffs' appeal against the decision of the High Court. We now give our grounds.

Finding Of Facts By High Court

[2] The second plaintiff is the wholly owned subsidiary of the first plaintiff.

[3] On 14 July 1997, Wong Kok Poh (PW1) and one Rita Tan resigned as directors of the first and second plaintiffs, while Sydney Lim ("Lim"), Cheong Ho Kuan ("Cheong") and Wisun Soon ("Soon") were appointed as executive directors of the first plaintiff.

[4] On 21 July 1997, one Yeoh Lam Jit ("Yeoh") was appointed as the chief executive officer ("CEO") of the first and second plaintiffs. Lim, Cheong and Soon were appointed to the board of directors of the second plaintiff and other subsidiaries of the first plaintiff.

[5] On 10 April 1998, four shareholders of the first plaintiff commenced a petition under s 181 of the Companies Act 1965 against Yeoh, Lim, Cheong and Soon vide Originating Petition No D2-26-17-1998 ("the s 181 petition") alleging, inter alia, that the affairs of the first plaintiff are managed in a