GROUNDS OF JUDGMENT

The Petitioners cause of action alleges oppression and/or disregard by the majority shareholders of the minority shareholders interest under s. 181(1)(a) of the Companies Act 1965 and sought the following relief:

(i) that the 1st Respondent and/or the 2nd Respondent is in breach of the shareholders agreement for the Petitioner to manage the Company and its Subsidiaries;

(ii) that the Respondents and/or any one of the them acting jointly and/or separately are conducting the affairs of the Company and its Subsidiaries, and/or are exercising the powers as directors of the Company and its Subsidiaries, in a manner that is oppressive and/or in disregard of the Petitioners interest as a member of the Company;

(iii) that the Respondents have procured and/or caused to be done acts which unfairly discriminates against or is otherwise prejudicial to the Petitioner as a member of the Company;

(iv) that the removal of the Petitioner from management of the Company and its Subsidiaries is unlawful;

(v) that the act of 2nd Respondent in instructing Foo Chee Thong, to transfer USD500,000 from the accounts of Portcullis TrustNet (Labuan) Limited ("PTnet(L)L") in Maybank I