in the court of appeal malaysia (appellate jurisdiction)

shareholder in the Company. The learned judge in making that decision
stated:
“Winding up the Petitioner is out of the question since it is a
going concern and employ a sizeable number of workers and
since all the parties feel that they can make the Company a
profitable concern. Though it did cross my mind that perhaps
the Petitioner should sell the shares to the 2 nd Respondent but
that would not only be condoning oppressive conduct or
conduct in disregard of the interest of the Petitioner but also
allow them a reap an advantage out of their questionable
conduct, including enjoying the continued benefit of special
rent of the premises occupied by the Company and which
belonged to a subsidiary of the Petitioner. That option is also
out. That leaves only the viable option of the Petitioner buying
over all the shares of the 2 nd Respondent in the Company.
Therefore, I order that the 2 nd Respondent shall sell all its
shares in the Company to the Petitioner at a fair and
commercial price to be determined by Ernst & Young, a firm of
auditors, which price shall be determined within 30 days hereof
and the sale to be concluded within 30 days thereafter. ....”
First of all, we agree with the learned judge that the order to wind up
the Company is out of the question since it is an ongoing concern. The only
issue is the selling of the shares by the majority to the minority.
The authorities cited by the parties show in most cases the order of
sale would be from the minority to the majority and not otherwise. In
Malaysia the authorities show it is the minority shareholders who should sell
their shares to the majority shareholders when they have shown that they
have been oppressed or the majority shareholders have disregarded the
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