JUDGMENT

Lee Swee Seng JCA:

[1] The appellants, Woon Kim Choy ("Woon") and Chang Heng Keong ("Chang"), in the two appeals heard together, were the promoters of the company with Mr Lim BH ("Lim"). The company, Acexide Technology Sdn Bhd ("the Company"), the 1st respondent in this case, was incorporated and commenced business on 15 October 1996. Like most promoters, when the Company was incorporated, they each became shareholders as well as Directors of the Company. Lim, together with his son, Jovi, are currently the majority shareholders of the Company, holding 54% shares of the Company, whereas Woon has 10% and Chang has 36%.

[2] The Company is mainly involved in the field of installation and maintenance of fire lighting systems, trenchless technology and transportation. The business grew as the years went by and like all businesses, there were challenges to be confronted. However, Woon and Chang did not expect that Lim would one day, by sheer strength of his majority shareholding, convene an EGM to remove both of them as Directors of the Company.