JUDGMENT

Peh Swee Chin J:

This case involved also the interpretation of s. 218(1)(f) of the Companies Act 1965 which did not seem to have dealt with by any Malaysian Court in any reported judgment, a situation no doubt partly brought about by the fact that s. 218(1)(f) was transplanted from Australia in 1965, the same not having been in United Kingdom's Companies Act 1948, or our previous Companies Ordinance 1946.

It reads as follows:

218. (1)

(a) ... (b) ... (c) ... (d) ... (e) ...

(f) the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner whatsoever which appears to be unfair or unjust to other members;

(g) ... (h) ...

(i) the Court is of opinion that it is just and equitable that the company be wound up.

It will be more convenient to set out my views on s. 218(1)(f) before dealing with the facts so that the latter can be seen in their proper perspective, fortunately with the help of an Australian case on the same section, viz.Re Cumberland Holdings Ltd., [1976] 1 ACLR 361.

Section 218(1)(f) has two limbs, the first limb containing the phrase, inter alia, "interests of members a