in the court of appeal malaysia (appellate jurisdiction)

In Dato’ Toh Kim Chuan v. Swee Construction and Transport
Company (Malaya) Sdn Bhd [1996] 1 MLJ 730 Mohd Ghazali J (as he then
was) at pp. 748 - 749 said:
“From my reading of the circumstances forwarded by the
petitioner, the oppression that he was complaining about seems
to relate more towards the directors of the respondent company
rather than towards the affairs of the respondent company itself.
From the facts, I gather that the petitioner and a few directors
and shareholders of the respondent company are from the same
family. The petitioner has contended that the respondent
company in essence is managed by three directors, namely,
TBC, the said Toh Kian Boon and one Toh Keng Gee. He
claimed that he played a significant role in the respondent
company for over 30 years and that he had continued to serve
the company until his employment was terminated on 15 June
1994. In his affidavit in support of the petition, he did not
specifically state that he was its chief executive and had chaired
several meetings relating to the transaction over the said land
but only said so when TBC alleged in his affidavit that he had
failed to disclose ‘fully and frankly’ all the facts. In reply, the
petitioner explained that being the elder brother of the family,
he was invited to chair most of the meetings but contended that
‘he believed that he was only informed of the facts that they
wish to let him know’.
As stated earlier, what needs to be determined by the court is
whether the petitioner has brought himself within the scope of s
181(1) of the Act. What is the scope of s 181(1)? In The Law
of Company Liquidation by J O’Donovan (3 rd Ed), which was
referred to in the submission of counsel for the respondent
company, the learned author said (at pp 141-142) that relief
under s 320 of the Australian Companies Act (which is the
equivalent of s 181 of our Act) is available to any member of a
company who complains that its affairs are being conducted in
a manner which is oppressive to one or more of the members,
including himself and that the second requirement is that it
must be the affairs of the company itself which are conducted in
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