bJUDGMENT

Anuar J:

Preliminary

These are two petitions under the Companies Act, 1965 (which for convenience, I will, throughout this judgment, refer to as "the Act "). Petition No.D3-26-13-91 has been filed under s.181 of the Act and Petition No. D6-28-84-92 has been filed under s.218 of the Act. For brevity's sake, I will refer to each of them as the oppression petition and the winding-up petition respectively.

In order to appreciate the dispute in this case, it is necessary to identify the parties involved.

In the oppression petition, Kumagai-Gumi Co. Ltd. is the petitioner and the respondents are Zenecon-Kumagai Sendirian Berhad, Zenecon Sdn. Bhd., Low Hua Kin @ Loo Wah Kim, Cheah Woon Kwong, Loo Hoi Kin @ Liew Hoe Kin and Yu Hee Ming.

In the winding-up petition, the petitioner is Kumagai-Gumi Co. Ltd. and the company sought to be wound up is the 1st respondent in the oppression petition. For convenience, I will, throughout this judgment, be referring to Kumagai-Gumi Sdn. Bhd. as the Company, in reference to both petitions. References to other respondents will be in the order in which they appear in the oppression petition.

For convenience, I will, throughout this judgment, be referring to Kumagai-Gumi Co. Ltd. as "the petitioner " and Zenecon-Kumagai Sdn. Bhd. as "the company ", in reference to both petitions. References to other respondents will be in the order in which they appear in the oppression petition.

After filing the oppression petition on 2 May 1991, the petitioner took out an ex parte summons-in-chambers dated 2 May 1991 asking for several orders in the nature of injunctions. On the same day, that is to say, 2 May 1991 the petitioner obtained and ex parte order in terms of its application before V.C. George J. In view of the approach I have taken in this case, it is important that the terms of that order be reproduced. This is how that order reads:

UPON the application of Kumagai Gumi Co. Ltd., the petitioner in this action AND UPON READING the summons in chambers dated 2 May 1991 and the affidavits of Shungo Okazaki both affirmed on 2 May 1991 and all filed herein AND UPON HEARING Mr.Lambert Rasa-Ratnam of Counsel for the petitioner abovenamed and the petitioner by its Counsel undertaking to abide by any order the Court or a Judge may make as to damages in case the Court or a Judge shall hereafter be of opinion that the respondents shall have sustained any by reason of this order which the petitioner ought to pay IT IS ORDERED AND DIRECTED that the respondents and each of them whether by themselves their servant and/or agents or otherwise howsoever be restrained, and an injunction is hereby granted restraining:

(a) them from convening and/or attending the extraordinary general meeting of the members and shareholders of 1st respondent fixed for 3 May 1991 at 2.30 p.m. or any adjourned meeting in respect thereof:

(b) them from removing and/or threatening to remove Mr.Yoshio Ichijo and/or any other directors appointed by the petitioner as a director of the 1st respondent unless requested for by the petitioner;

(c) them from inviting to be present at any meeting of the shareholders, directors and/or the board of directors of the 1st respondent any third party or person not being a shareholder or director of the 1st respondent, or its company secretary duly appointed as such, without the prior approval of the shareholders or directors present at any such meeting;

(d) them from exercising their rights and/or powers whether as members, shareholders and/or directors or howsoever in any manner inconsistent with or contrary to the provisions of the agreement dated 18 July 1989 (hereinafter called the said agreement);

(e) the 3rd respondent from exercising and/or purporting to exercise any casting and/or second vote at any meeting of the directors or the board of directors of the 1st respondent;

(f) them from acting on and/or implementing and/or carrying into effect in any manner whatsoever any or all the re