JUDGMENT

The application

This is an application by the petitioner under section 181 of the Companies Act, 1965 ("the Act") for the following orders:

(1) Cancellation of all resolutions passed at the Board of Directors ("BOD") Meeting of the 1st respondent company held on 24.9.2010.

(2) Cancellation of all resolutions passed at the Extra Ordinary General Meeting ("EGM") of the 1st respondent company held on 11.10.2010.

(3) The 2nd, 3rd, 4th, 5th and 8th respondents and each of them to purchase the petitioners entire interest in the 1st respondent company upon such terms and conditions as the court deem just.

(4) Alternative to prayer (3) above, for orders of winding-up to be made by the court including specific directions for the appointment of a qualified independent liquidator to properly investigate into the conduct of the 2nd, 3rd, 4th, 5th, 6th, 7th and 8th respondents in the affairs of the 1st respondent company and to commence appropriate action against the said 2nd, 3rd, 4th, 5th, 6th, 7th and 8th respondents.

The petitioners grievance

The petitioners grievance being one of the directors and minority shareholder of the 1st respondent company is that the relevant respondents who are from one family had caused the 1st respondent company to enter into an unfavourable settlement agreement with their (respondents) family owned company known as Century Leasing & Development Sdn Bhd ("CLDSB) to settle a short term loan granted by CLDSB to the 1st respondent company in the sum of RM13,077,906.70 inclusive of interest. The repayment was done by way of transferring to CLDSB three blocks of a 3-storey shoplots belonging to the 1st respondent company.

The facts

Having regard to the issues involved it is necessary to lay down the facts in some detail. They are as follows. The 1st respondent company, a property development company based in Kota Kinabalu is essentially a company owned and managed by the Lim family of which the patriarch is Lim Shoon Kok (the 2nd respondent). The 4th, 5th, 6th and 7th respondents are the children of the 2nd respondent. The directors of the 1st respondent company are the 2nd, 4th, 6th respondents and the petitioner himself while the shareholders and their shareholdings are as follows:

(1) 2nd respondent (10% share).

(2) 3rd respondent (40% share).

(3) 4th respondent (10% share).

(4) 5th respondent (10% share).

(5) 8th respondent (10% share).

(6) The petitioner (10% share).

The directors of CLDSB on the other hand are the 2nd and 6th respondents while its shareholders are the 2nd and 3rd respondents. 47% of the shares in CLDSB are owned by the Lim family. Like CLDSB the 3rd respondent company is also 100% owned by the Lim family. The directors are the 2nd respondent, the 2nd respondents wife Tan Kim Gek, the 2nd respondents daughter Lim Tan Cheng and the 7th respondent. The shareholders are the 2nd respondent, his wife Tan Kim Gek, his sons the 4th and 5th respondents respectively, his daughters the 6th and 7th respondents respectively and another daughter Lim Tan Quee. It is thus plain that the 1st respondent company is 90% owned by the Lim family.

How did the petitioner come to be involved in the 1st respondent company, a company controlled by the Lim family? The unchallenged evidence of the petitioner is that sometime in 2002 he was approached by the 2nd respondent who on behalf of the 1st respondent company offered him to take up its shares and also to appoint him as a director. The condition for the offer to take up the shares was that they were to be accepted only if the petitioner could succeed in assisting the 1st respondent company to revive a joint venture agreement entered into between Lembaga Pembangunan Perumahan Dan Bandar ("LPPB") and the 1st respondent company dated 23.12.1994. The petitioners evidence is that the 2nd respondent came alone to see him on the conditional invitation.

In his testimony the 4th respondent denied that this offer was ever made but having regar