JUDGMENT

Gunn Chit Tuan SCJ:

Lai Kim Loi (the petitioner) presented a petition in the High Court in Borneo at Sandakan on 14 August 1985. The petition was intituled Companies Winding-Up No. 6 of 1985 and stated that Lai Fook Kim Estates Sendirian Berhad (the company) was incorporated under the Companies Act 1965 on 30 December 1971. The nominal capital of the company is RM10,000,000 divided into 10,000,000 ordinary shares of RM1 each. The amount of the capital paid up or credited as paid up is RM1,000,000. The company was set up by the petitioner and his elder brother Datuk Lai Fook Kim (the first respondent) and both of them were subscribers with one share each in the company. The petitioner and the first respondent owned oil palm estates adjoining each other and in the year 1972 the company built an oil palm mill on the petitioner's land which was managed by him. In 1980 the first respondent proposed that he be allotted 999,998 shares of RM1 each in the company. The petitioner agreed and the first respondent was allotted the shares at a directors' meeting on 26 February 1980. According to the petitioner he was also to be allotted the same number of shares. But finally on or about