in the court of appeal malaysia (appellate jurisdiction)

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PROVIDED THAT the value of the Assets to be purchased from SUNYAP DEVELOPMENT SDN BHD shall be agreed between the parties or shall be determined by an independent valuer if the parties cannot agree.’ ‘2.2 Shareholdings Unless otherwise agreed the parties shall ensure that the equity shareholdings in the Company shall be held by them in the following proportions: PAN PACIFIC 30% NGIU KEE 70%’ ‘2.3 Directors, Company Secretary etc 2.3:1 unless otherwise agreed the parties shall be entitled to appoint and maintain the following number of Directors (including a Chairman and a Managing Director) on the Board of Directors: PAN PACIFIC 3 Directors (1 of whom shall be appointed as the Chairman) NGIU KEE 5 Directors (1 of whom shall be appointed as the Managing Director).’ ‘2.6 Management Committee A meeting for Management Committee comprising of three (3) representatives from NGIU KEE who shall be the Managing Director, an Executive Director and the Financial Controller and two (2) representatives from PAN PACIFIC shall be held every month in respect of the management of the 4
Business of the Company. The chairman for all such meetings shall be the Managing Director or in his absence shall be chosen from one of the members present.’ ‘3 Business of the Company 3.1 The business of the Company shall unless and until the parties otherwise agree be confined to the Joint Venture. 3.2 NGIU KEE shall be responsible for the management of the Department Store using their knowledge and experience and shall be entitled to call upon the advice and support from PACIFIC CONSTRUCTION CO LTD, Republic of China, as and when the need arises.’ ‘4.4 Banking facilities, additional finance 4.4:1 All banking facilities required for the Company shall be obtained from any approved banking institutions on terms favourable to the Company. 4.4:2 Any additional finance required by the Company may be advanced by the parties subject to the prevailing banking interest rate for overdraft facilities/term loan facilities to be agreed between the Shareholders.’ 9. In accordance with the terms of the Joint Venture Agreement the principal objects of the 1 st Respondent for which it was established are as follows: Under Article 3 of the Memorandum of Association (A) To carry on the business as departmental stores owner, importing, exporting. buying, selling, manufacturing and otherwise dealing in textiles, 5
Page 1 and 2: IN THE COURT OF APPEAL MALAYSIA (AP
Page 3: 4. The 2 nd Respondent’s group co
Page 7 and 8: 14. The 1 st Respondent continued t
Page 9 and 10: problems or complaints with regard
Page 11 and 12: 34. This was and is a clear breach
Page 13 and 14: Contributions and any other contrib
Page 15 and 16: 3. costs of and occasioned by this
Page 17 and 18: 2.1:1 to set up and operate the Dep
Page 19 and 20: 9. In accordance with the terms of
Page 21 and 22: 16. Messrs Ernst and Young were app
Page 23 and 24: (b) regulate the conduct of the aff
Page 25 and 26: judge dismissed the application but
Page 27 and 28: directors exercised. These might be
Page 29 and 30: But if a case of “oppression” o
Page 31 and 32: In Kumagai Gumi Co Ltd v. Zenecon-K
Page 33 and 34: sufficient to constitute oppression
Page 35 and 36: emove the petitioner from the compa
Page 37 and 38: the starting point in any case unde
Page 39 and 40: Thus the personal relationship betw
Page 41 and 42: an oppressive manner. The learned a
Page 43 and 44: (ii) that the respondent company ha
Page 45 and 46: another company called Maestro Prod
Page 47 and 48: stores, for eg. Robert Tan, adverti
Page 49 and 50: the staff was also made use of to h
Page 51 and 52: ecognized the expertise of the 2 nd
Page 53 and 54: Agreement dated 10 July 1998, which
Page 55 and 56:
1.1 Upon the signing of a sale of s
Page 57 and 58:
The response to the last two letter
Page 59 and 60:
Our client confirms that they will
Page 61 and 62:
We have been instructed by our clie
Page 63 and 64:
the change of shareholding in the 2
Page 65 and 66:
In addition to the three issues rai
Page 67 and 68:
follows: Further down the minutes i
Page 69 and 70:
Ms Kat Yong also highlighted the fi
Page 71 and 72:
y demonstrating its ability to pay
Page 73 and 74:
agreement of the Joint-Venture (“
Page 75 and 76:
until all avenues be exhausted befo
Page 77 and 78:
security. For that reason, the bank
Page 79 and 80:
The “Report on Verifications of S
Page 81 and 82:
It is clear to us that the learned
Page 83 and 84:
their staff in the central purchasi
Page 85 and 86:
shareholder in the Company. The lea
Page 87 and 88:
CONCLUSION As stated in the case of
Page 89:
For the Appellants: Counsel: Lim Pi
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