Professional Documents
Culture Documents
Modes of Dissolution
The winding up of a company may be either
I.
II.
III.
by the Court; or
voluntary; or
subject to the supervision of the Court
Case Study
For example, in Ng Eng Hiam v Ng Kee Wei & Ors (1965) 1 MLJ 238, winding up of
a private company was petitioned where there was a deadlock between
managing directors. In Re Chi Liang & Son Ltd, Tong Chong Fah v Tong Lee Hwa &
Ors (1968) 1 MLJ 97, a winding up petitioned was filed where there had been
oppression of the petitioner both as a member of the company and as director.
This case followed the English case of Re H R Harmer Ltd (1958) 3 All ER 689;
(1959) 1 WLR 62, where it was held that once it was shown that the acts
complained of were oppressive to the petitioners as members of the company, it
was irrelevant that the petitioners were also directors, for oppressed members
who were also directors were not, by virtue of holding such office, disqualified
from obtaining relief.
In Re Long Thai Sawmill (Miri) Sdn Bhd; Kong Thai Sawmill (Miri) Sdn Bhd & Ors v
Ling Beng Sung (1974) 2 MLJ 227, the Privy Council pointed out that for a case to
be brought within section 181 (1((a) at all, the complainant must identify and
prove "oppression" or "disregard". The mere fact that one or more of those
managing the company possessed the majority of the voting power and, in
reliance upon the power, made policy or executive decisions, with which the
complainant did not agree, was not enough. There must be a visible departure
from the standards of the fair dealing and a violation of the conditions of fair play
which a shareholder is entitled to expect before a case of oppression can be
made out.
Similarly, "disregard" involved something more than a failure to take into
account minority interest. There must be awareness of that interest and an
evident decision to override it or brush it aside or to set at naught the proper
company procedure. The Privy Council continued that although the grant of
winding up was at the discretion of the court, the court must bear in mind the
character of the remedy, if sought to apply to a company which was a going
concern. It would take into account inter alia: