Gopal Sri Ram JCA:

[1] This is an appeal against the order of the learned Judge of the High Court sitting at Miri striking out the appellant's petition presented under the provisions of s 181 of the Companies Act 1965 ('the Act'). We heard the appeal on 25 September 1995 and allowed it, indicating to Counsel that reasons for our decision would be given. These now follow.

[2] The brief facts of the case are these. The first respondent is a private company ('the company') limited by shares. It has an authorised share capital of 250,000 shares of which 10,000 have been issued and paid up. Until 3 August 1991, the appellant was a registered shareholder in it. He held 1,500 shares.

[3] On 9 July 1991, the company wrote to the appellant alleging that he owed it a sum of RM111,734.60. The appellant vehemently denies owing this or any other sum to the company. He claims that it is the company that is indebted to him in the sum of RM12,500.

[4] On 25 July 1991, the company's board resolved that the appellant's shares shall be sold at a value to be determined by an independent valuer. The proceeds of sale were to be applied towards the debt allegedly owed by the appellant to the company.