in the court of appeal malaysia (appellate jurisdiction)

In addition to the three issues raised by the learned judge in his
judgment, we would like to add another issue which we feel ought to be
considered:
(4) Whether the learned judge was right in making the
order that the majority shareholder (the 2 nd respondent)
has to sell its shares to the minority shareholder (the
petitioner)
Before dealing with the issues, we would like to refer to excerpts of
minutes which we find have relevancy in respect of the issues. The first is
the minutes of the Board of Directors’ meeting held on 18.6.2003 where the
bank had given notice to withdraw the banking facilities given to the 1 st
respondent. In Agenda 6 it is stated:
“The Chairman remarked that the Corporate Guarantee
provided by the shareholders in respect of the banking facilities
offered by HSBC should be proportionate to their shareholding.
Ms Kat Yong reported that HSBC offered facility of RM2.0
million to be secured by corporate guarantee of RM12.0 million
from Ngiu Kee Corporation Berhad (NKC) and RM3.6 million
from Pan-Pacific Construction Holdings Sdn Bhd (PPCH).
She added that HSBC refused to reduce the quantum of the
corporate guarantee.
In view of the foregoing, the Chairman asked on behalf of
PPCH whether NKC would be willing to counter indemnify
PPCH for amount exceeding RM600,000.00 (i.e. their 30%
portion).
Datuk Mazelan on behalf of NKC confirmed that NKC is
willing to counter indemnify PPCH.
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