RE MW LEE & SONS ENTERPRISES LTD.

HCCW467/98

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP NO.467 OF 1998

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J U D G M E N T

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Introduction

1. This petition ("the Second Petition") is related to HCCW275 of 1998, a petition presented by Samuel Tak Lee ("the Petitioner") to wind-up a family company HY&HT Lee Brothers & Co Ltd ("the First Petition") heard in September and dismissed on 28 September 1999. The Second Petition affects another family company, MW Lee & Sons Enterprises Limited ("MWLS") which is a nominal Respondent. Like the First Petition, a winding-up order is sought based on the "just and equitable" ground. In the alternative, an order is sought pursuant to section 168A(2) of the Companies Ordinance, that the sum of $11,520,000 be repaid by TY Lee to MWLS.

2. Reference should be made to the reasons handed down on 13 October 1999 in the First Petition for the factual background. Because of the overlapping of issues between the First and Second Petitions, the evidence in the First Petition also stands as evidence in the Second Petition. The nomenclature used in the First Petition will be adopted here.

MWLS : shareholding structure

3. MWLS was incorporated on 3 April 1964. It was formed as a family investment company for Lee Man Wa ("MW Lee'), Ng Chun Wa ("Madam Ng") and their two sons TY Lee and the Petitioner. The 12,000 issued shares are registered in the names of the following shareholders :

Shareholder	No. of Shares
TY Lee	1,200
Lee Cheong Yan alias of TY Lee	3,600
MW Lee	1,200
Madam Ng	1,200
The Petitioner	1,200
Lee Cheong Yee	3,600

It is common ground that Lee Cheong Yan is an alias for TY Lee. Accordingly from inception TY Lee was a 40% shareholder. By her will, Madam Ng exercised her power of appointment over MW Lee's shares in favour of TY Lee. So, on any footing, upon Madam Ng's death in 1991, TY Lee became the beneficial owner of 6,000 of the issued shares or 50% of the equity. Madam Ng's own shares were bequeathed to the three sons of TY Lee and the two elder sons of the Petitioner in equal shares (i.e. 240 shares each). As regards the Lee Cheong Yee shares, an issue exists as to whether that is the alias for the Petitioner, or whether it was an alias for MW Lee, so that they would have been subject to the appointments made by clauses 7 and 8 in the codicil of Madam Ng's will, pursuant to which 1,800 shares were appointed to the Petitioner and another 1,800 to May Lee, to be held on the secret trust in the codicil. This issue falls to be determined in separate proceedings.

4. For present purposes, it is common ground that the Petitioner is beneficially entitled to at least 3,000 shares. If the bequests to the sons of the Petitioner are taken into account, the Petitioner's family has a 29% interest in MWLS. If he were to succeed in his claim that Lee Cheong Yee is an alias for him, that interest would increase to 44% as against a 56% interest of TY Lee and his sons.

5. MWLS has a wholly-owned subsidiary MW Lee & Co. Limited which holds 10 Prat Avenue and is managed by the Petitioner.

Management of MWLS

6. The Petitioner and TY Lee are the surviving permanent directors, the other two permanent directors, viz. MW Lee and Madam Ng having died in 1979 and 1991 respectively. There is an attendance note made by the Petitioner of a meeting between the Petitioner and TY Lee held on 9 January 1992 at a restaurant in which it is recorded that :

"S.T. Lee said that some time in 1981, he and T.Y. Lee met in M.W. Lee's room in General Commercial Building and both agreed just in one simple agreement i.e. T.Y. Lee to run M.W. Lee & Sons and S.T. Lee to run Prudential. That, S.T. Lee said he had been sticking to that principle."

That statement was clear, unequivocal and unqualified : being the Petitioner's own description of the state of affairs, it is reliable evidence of how MWLS was run between 1981 and 1992. Further, it is to be observed that there was no suggestion that that state of affairs was not to continue after the 1992 meeting. That was entirely consistent with the Petitioner's position some six weeks earlier when May Lee telephoned at about mid-night on 22 November 1992, some six months after Madam Ng's death requesting the Petitioner to sign the 1991 accounts. The Petition told her that he

"... would unconditionally 'follow the leader' and leave MWLS to be totally run by TY Lee."

The Petitioner's attempt to explain away his own statement on the ground that he was being pressurized by May Lee was simply not convincing. Rather, the note of the telephone conversation showed an intention to continue that state of affairs notwithstanding Madam Ng's death.

7. It is noteworthy that not a single board minute or resolution between April 1986 and the end of 1997 was signed by the Petitioner other than the following :

Date	Particulars
August 1988	Board resolutions relating to the acquisition of Prat Avenue from MWLS and the $20 million loan from Citibank to the subsidiary for that purpose
November 1991	Board minutes/resolutions relating to the sale of quoted shares held by way of investment
November 1992	Board minutes/resolutions relating to declaration of dividend and approving the 1992 audited accounts
November 1994	Board minutes/resolutions approving the 1994 audited accounts
November 1995	Board minutes/resolutions revoking two resolutions regarding the declaration of dividends for the year ended 3/95
November 1995	Board minutes/resolutions approving the 1995 financial statements
November 1996	Board minutes/resolutions revoking two resolutions regarding the declaration of dividends for the year ended 3/96 (NB According to the Petitioner he did not sign this until November 1997)
November 1996	Board minutes/resolutions approving the 1996 financial statements

So after 1991, the only minutes/resolutions the Petitioner signed related to (1) the declaration or revocation of resolutions declaring dividends and (2) the approval of audited accounts/financial statements and nothing else. Those minutes/resolutions were circulated for signature. There was never any complaint by the Petitioner that he was not given notice of board meetings or of general meetings or that any minutes were signed without his being present until shortly before the filing of the Second Petition.

8. The Petitioner readily acknowledged (in his letter of 11 May 1998) that MWLS's affairs had been managed by TY Lee since Madam Ng's death and that the Petitioner was 'a sleeping partner'. In the Petitioner's own words, TY Lee was the 'controlling director'. By the 11 May 1998 letter, the Petitioner revoked

"all prior express or implied authorities for [TY Lee] to take action unilaterally on behalf of [MWLS]."

9. Having regard to those matters, it is hardly surprising that 'exclusion from management' is not a ground of complaint advanced by the Petitioner as such. However the Petitioner does maintain that the transfer of shares to Raymond (considered below) was a matter about which he was entitled to be consulted and his agreement obtained.

Grounds for the petition

10. The complaints made in the Second Petition are numerous. As noted above, some overlapped with complaints already made in the First Petition. As will become apparent, most, but not all, of the overlapping issues which had been rejected in the First Petition were abandoned during the hearing. The central issue to which I now turn concerns a loan of $11.52 million to TY Lee.

The overpaid dividends/loans

11. Prior to as well as after the presentation of the Second Petition, the Petitioner demanded that TY Lee repay $29.7 million to MWLS. Although the complaint made in the Second Petition was confined to $11.52 million of that sum, there was some uncertainty as to whether the complaint as to $29.7 million was still being maintained by the Petitioner. The matter was cleared up in the course of the hearing and the complaint with which I am concerned relates only to the sum of $11.52 million.

12. For the financial year ended 31 March 1995, dividends in the sums of $1,000 and $800 per share respectively were declared on 12 December 1994 and 1 March 1995. For the financial year ended 31 March 1996, a dividend of $600 per share was declared on 8 May 1995. Although the board resolutions proposing the dividends were signed by TY Lee alone, it was in keeping with what appears to have been the practice at least since 1993. In any event, there is no question but that the Petitioner knew about the dividends : he acknowledged receipt of the dividends which were paid to him on 16 December 1994, 14 March 1995 and 15 June 1995 respectively by signing internal payment vouchers. The nature of each payment was apparent from the face of the vouchers where the number of shares held by the Petitioner, the amount of dividend per share and the year to which it related were clearly stated.

13. On 17 October 1995, the Company's accountants advised MWLS that the total interim dividends based on $4,300 per share exceeded the distributable reserves. They recommended that :

"... the Company's dividend should be : (i.e. $2,500 a share), and made the adjustments as follows :

Dr Directors Current account	(Lee Tak Yan)	$2,160,000
	(Lee Tak Yee)	$2,160,000
Various Current account	(Ng Chan Wa)	$2,160,000
	(Lee Man Wa)	$2,160,000
	(Lee Cheong Yan)	$6,480,000
	(Lee Cheong Yee)	$6,480,000
Cr Dividend prepaid		$21,600,000	"

Accordingly, TY Lee caused a board resolution revoking the two interim dividends referred to above for the financial year ended March 1995 to be prepared.

14. The Petitioner's evidence was that a bundle of papers was sent round to him for signature in early November 1995. They included the audited financial statements for the year ended 31 March 1995, the board resolution revoking two dividends and the audit confirmations. The relevant documents had already been signed by TY Lee. The auditors' letter of 17 October 1995 accompanied those documents. There was also a covering letter from Li Hak Hung dated 7 November 1995 to the following effect :

" The retained earnings of the Company became negative for the financial year 94-95, due to the overpayment of dividends. The auditors said that an adjustment is required and suggested to change the overpaid portion into shareholders' loan from the Company. A letter from the auditors is now enclosed for your reference.

Please return the documents to the Company after you have signed them." (emphasis added)

As requested, the Petitioner signed the financial statements, the board resolutions as well as the audit confirmation. A manuscript annotation made by the Petitioner or his staff appears on Li Hak Hung's letter to the effect that the documents were returned to Li Hak Hung on 8 November 1995.

15. According to the Petitioner, when he received the documents he asked his accounting staff whether he should comply with the auditors' advice to regularize matters and if so, whether he had to pay back the money that he had already received. Not only did the Petitioner accept the auditors' advice, he knew and understood from his staff that the 'overpaid dividends' were to be converted into loans such that he would not have to 'pay back the money in [his] pocket'. That could only have been achieved through a conversion of the overpaid dividend into loan. If nothing else, the audit confirmation would have brought that home.

16. In fact, in addition to those matters, the Petitioner also signed the 1995 audited accounts. The balance sheet as at 31 March 1995 disclosed that MWLS's current assets included the following :

"Amounts due from

- directors	[Note]6	$4,320,000
- a shareholder		$6,480,000"

The first point to note is the absence of corresponding items for the preceding year. In other words, these were 'new' items. Note 6 disclosed that each of the Petitioner and TY Lee had received advances of $2,160,000. There could not have been any great mystery regarding those advances, each reflecting and corresponding to dividends paid out in respect of 1,200 shares or 10% of the issued shares. Strictly speaking, these advances were incorrectly classified as advances to 'directors' since the dividends were paid to them qua shareholder and therefore due as such. Whilst there was no note to the loan made to "a shareholder", the amount was three times the 'advance' made to the Petitioner and therefore necessarily attributable to a holding that was three times that held by him. That could only have been referable to Lee Cheong Yan given the dispute over the ownership of the 30% held in Lee Cheong Yee's name since each of the other four shareholders held only 10% of the issued shares.

17. From the many days the Petitioner gave evidence in both Petitions before me, it is evident that he is an astute and careful businessman and good with numbers. Unlike the uninitiated, he is unquestionably familiar with company accounts and balance sheets. I do not accept that he would not have realized what that sizeable advance to "a shareholder" was all about. Were it otherwise, it would be almost unthinkable that he would not have queried it. Given the size of the 'loan', it would be reasonable to infer that it would have been a matter that would have attracted the Petitioner and excited his attention unless he realized exactly what that was at the time. As noted above, he did not sign the documents blindly : he asked his staff. Had he not been satisfied, he would surely have queried it further. It is common ground that he did not raise any queries about it at any time.

18. The amounts due as disclosed in the balance sheet is significant in another respect : they were the only loans. In other words, the number of loans clearly did not correspond to the number of shareholders on the register. That would have been obvious to anyone perusing the balance sheet. In view of the fact that the Blue Pool Road transaction was happening at about that time, the Petitioner could not but have known exactly who had what shareholdings in MWLS. That transaction involved the distribution by MWLS of the proceeds of $108 million it was to receive for its sale of No.5 Blue Pool Road to PEL. As is the current position, the only other registered shareholders were MW Lee and Madam Ng, both deceased and Lee Cheong Yee, an alias for either MW Lee or the Petitioner, a disputed issue which is subject to separate proceedings.

19. Another matter to be borne in mind is that MWLS continued to act as a 'banker' for family members generally including MW Lee and Madam Ng notwithstanding their deaths in 1979 and 1991 respectively. The shares in MW Lee's name were never registered in the names of his executors and probate of Madam Ng's will had not been granted which remains the position today. TY Lee's evidence as to MWLS's role as banker was not challenged and is amply borne out by a perusal of the ledgers kept by MWLS. Accordingly dividends had been credited to their respective accounts with MWLS but not paid out for obvious reasons and upon revocation, corresponding debit entries made. So it would have been apparent from the balance sheet entries when read in conjunction with the auditors' letter that the auditors' solution went beyond the 'regularization' and 'adjustment' of the overpaid dividend : it also encompassed the conversion of the dividends already paid out to shareholders into loans. Further, on the evidence (dealt with below under the heading "Abandoned grounds"), had the Petitioner so wished, he could have had access to the MWLS's ledgers which were freely available and which would have confirmed the position.

20. On 9 February 1996 a dividend of $1,800 per share was declared to offset the indebtedness to MWLS. This dividend together with the dividend declared on 9 February 1996 were revoked as appears from board minutes/resolutions signed by both the Petitioner and TY Lee. The Petitioner insisted that they were not signed by him until November 1997, a year later. The date of signature is not critical : it is the fact of his signature that is material. The effect is that a similar exercise was carried out for the overpaid dividend for 1996 as had been carried out for 1995.

21. The net result of the revocation resolutions was that each shareholder's or director's account with MWLS (as the case may be) was debited with $2,400 per share in the aggregate. The amount attributable to the 1,200 shares registered in the name of and paid to the Petitioner stood at $2.88 million and the amount attributable to TY Lee in respect of the 4,800 shares registered in the names of TY Lee and Lee Cheong Yan and paid to TY Lee stood at $11.52 million in the aggregate. The 1995 loans were carried through to 1996 as is apparent from the 1996 audited financial statements. The loans as at 31 March 1996 were also carried through to the year following as appears from the 1997 audited financial statements. Both the 1996 and 1997 audited financial statements were signed by the Petitioner.

22. The Petitioner's complaint is that the two dividends referred to above for the year ended 31 March 1995 and the one declared in May 1996 were "unlawful distributions" contrary to section 79A of the Companies Ordinance and that as a result, both TY Lee and the Petitioner "were liable to restore the sums received by them as shareholders" to MWLS.

23. In early June 1998, the Petitioner advised TY Lee that he had opened a savings account in his own name with HSBC into which he had paid the $2.88 million. He requested TY Lee to repay the $11.52 million. The complaint is that TY Lee had refused to do so. Further, it was alleged that the amount advanced to TY Lee was inherently unfair to shareholders other than TY Lee and the Petitioner because those other shareholders received no benefit at all and in any event TY Lee's loan was disproportionate to his interest in MWLS.

24. Lest it be thought that the Petitioner was being entirely altruistic, the 'other shareholders' in reality meant TY Lee, the Petitioner, their respective sons to whom Madam Ng had bequeathed her own shares and possibly May Lee (subject to the secret trust) insofar as (contrary to the Petitioner's contention) the appointment to her of 1,800 Lee Cheong Yee shares was valid. As his counsel frankly but tellingly acknowledged, the Petitioner would not have complained had his loan been of an amount equal to that of TY Lee's or presumably had they been in the ratio 44:56.

25. In my judgment, the genesis of the 'loans' is highly significant : the loans were debts arising converted into loans and distinguishable from classic directors' loans' situations that section 157H is intended to address. This is not a case where the directors have helped themselves to the company's funds. As noted above, the payments were made to TY Lee and the Petitioner qua shareholder and due as such : conversion of these sums into loans would not have altered their intrinsic nature viz. payments to shareholders. It would appear that the misclassifications as "directors' loans" may have been due to the fact that the accounts TY Lee and the Petitioner maintained with MWLS are designated "directors accounts".

26. On the facts, TY Lee must be exonerated from any suggestion of mala fides or concealment of relevant facts. TY Lee relied and acted upon the 'practical' solution devised by MWLS's auditors to address the overpayment issue. This was not, as the Petitioner sought to contend, limited to 'regularizing' the problem by making the necessary 'adjustments'; it sought to obviate the need for the recipients of dividends already paid out from having to repay them. In my judgment, the Petitioner knew exactly what the 'loans' were about when he readily endorsed the solution to the overpaid dividends devised by the auditors. Whilst the letter of 17 October 1996 could have been more specific, read together with Li Hak Hung's covering note, the balance sheet where the 'loans' were disclosed and the audit confirmation, there was really little room for doubt. I do not accept that he did not appreciate that it involved the conversion of the dividends received by him and TY Lee into loans which the other shareholders to whom no payment had been made for the reasons stated above did not need to have. If and insofar as the solution had shortcomings, they lie squarely at the door of the auditors. In my judgment, it is not open to the Petitioner now to seek to disassociate himself from the solution he had so readily embraced, to complain about the loans or that he was being unfairly treated.

27. The Petitioner also sought alternative relief under section 168A(2) for repayment of the loan of $11.52 million by TY Lee. That was resisted on the ground that in any event as TY Lee and his family has the majority voting power, if the matter were formally placed before the shareholders, it would be duly approved. The Petitioner submitted that this would be valid as being an oppressive use of majority voting power and relied on Menier v. Hooper's Telegraph Works (1874) 9 Ch.App.350, 353 and Cook v. G.S. Deeks [1916] AC 554, 564-5. Suffice to say that whether it would be invalid would be an issue of fact since it does not automatically follow that a vote to approve the conversion would necessarily be an oppression on the minority.

28. In reality, other than the Petitioner and TY Lee, the only persons who have any conceivable interest in MWLS under the wills of MW Lee and Madam Ng are the five grandsons of Madam Ng to whom she had bequeathed her own 10% shareholding and May Lee, depending on the resolution of the Lee Cheong Yee and secret trust issues. On any view, the Petitioner and TY Lee are together beneficially entitled to at least 75% and possibly 90% of MWLS. The other beneficiaries have made no complaint about any possible disadvantage they may have suffered as a result of the interest free loans to the Petitioner and TY Lee. They are not parties to the Second Petition. It is therefore inappropriate for the court to speculate or consider whether or not they might have a legitimate complaint.

29. For the court to make any order under section 168A(2), the Petitioner must first establish that the affairs of MWLS are being or have been conducted in a manner "unfairly prejudicial to the interests of the members generally or of some part of the members (including himself)". Prejudice to some of the members of MWLS is not sufficient to warrant relief unless the Petitioner himself was also prejudiced. As I have held that the Petitioner was not himself unfairly treated, the precondition for relief under section 168A(2) has not been satisfied. Accordingly, no question of alternative relief under section 168A(2) arises.

The transfer of 100 shares to Raymond

30. In February 1998, TY Lee transferred 100 out of 1,200 shares registered in his own name to Raymond and to that end executed an instrument of transfer. Article 2 of MWLS's articles provides as follows :

"(a) No share in [MWLS] shall be transferred except with the previous written consent of the Directors.

..."

The Petitioner's written consent was neither sought nor obtained.

31. Relying on how MWLS has been managed since 1981, it was submitted that all management decisions were left in TY Lee's hands and that therefore he could take action "unilaterally". Having regard to the shareholding structure of MWLS and to TY Lee's own evidence as to the need to consult the Petitioner on important matters, the question comes to this : whether on the facts the Petitioner had relinquished (expressly or impliedly) the right he undoubtedly had to give or withhold consent to the transfer to Raymond.

32. It is necessary here to digress a little to refer to the Blue Pool Road transaction and the distribution of the proceeds of sale of $108 million which matters were dealt with in my judgment in the First Petition to which reference should be made. As noted above, Madam Ng bequeathed her own shareholding of 1,200 shares to five of her grandsons in equal shares i.e. 240 shares each. By clause 20 of her will, she had specifically directed her trustees "to transfer the [shares] in specie" to the five beneficiaries. This would entail the registration of the five grandsons as members. The distribution of the Blue Pool Road proceeds by MWLS was made on the basis of the bequest of Madam Ng in favour of her grandsons (including Raymond) taking effect. That is evident from the minutes of the special board meeting of 15 September 1995 and the resolutions approved. Significantly, Madam Ng's holding was divided into five lots of 240 shares each. Even if, as is maintained by the Petitioner, he did not see this resolution at the time, the cash/share distribution emanated from him and accorded inter alia with the shareholding structure and Madam Ng's bequest of her own shareholding. The transfer and registration of Madam Ng's shares into the names of the grandsons are held up only by reason of the pending caveat proceedings due to be heard in January 2000. Put differently, it would be difficult to envisage any bona fide grounds for refusing to consent to transfers to them or to register them as shareholders once the probate issue has been resolved.

33. Given that background and the fact that the Blue Pool Road transaction preceded this transfer by over two years, an inference may legitimately be drawn from those facts that the Petitioner had relinquished his right under article 2(a) in relation to a transfer that is to any of the five grandsons to whom Madam Ng had bequeathed her MWLS shares.

34. Even if I were wrong about this, and the transfer of the 100 shares to Raymond were in breach of the Petitioner's rights under article 2(a), of itself, the breach, being purely technical, would not be a matter that could conceivably justify the making of a winding-up order.

35. A side issue arising out of the transfer of shares to Raymond is the allegation that Raymond was wrongfully shown as a shareholder in the register of members ought to be mentioned.

36. The original complaint made in paragraph 47 of the Second Petition was that the Petitioner was refused access to the company's register of members and was therefore unable to determine whether or not the register showed Raymond as a member of MWLS. An amendment was made nine months later in April 1999 deleting the allegation that TY Lee had refused the Petitioner access to inspect the register; rather, it asserted that when the Petitioner was eventually accorded access, the register purported to record Raymond as the holder of 100 shares in the capital of MWLS. In May 1999, in the Fifth Affidavit of the Petitioner, the Petitioner accepted that Raymond was not registered as a shareholder, that a mistake had been made in the petition in so alleging, and that leave would be sought to amend the error. No leave to amend was ever sought as such but in his opening, leading counsel for the Petitioner acknowledged paragraph 47 (as amended) to be "incorrect".

37. In point of fact, four months prior to the Second Petition, the Petitioner had been given access to the register of members. The evidence is clear that on 10 March 1998, the Petitioner had a conversation with Li Hak Hung, the only employee of MWLS who responded with courtesy to his queries relating to the books and records of the company. On 13 March 1998, the Petitioner was granted access to them and amongst the documents copied by the Petitioner was the members' register. In those circumstances, there was simply no factual basis for the original allegation. Had the Petitioner been properly advised, the original complaint would either not have been made at all or been withdrawn at an early stage. Not only did that not happen, it was compounded by the allegation made by way of amendment in April 1999 referred to above. Even if the initial complaint resulted from an oversight (which is not at all apparent), there was really no excuse when it came to the amendment. The allegations made were both vexatious and irresponsible, having no conceivable factual basis. This is no way to conduct litigation : it only serves to bring discredit on the legal profession.

The Lee Cheong Yee dividends

38. Although this ground (which is one of the overlapping issues) has not been abandoned, no further submissions were made on it.

Abandoned grounds : denial of access to the books and records of MWLS and the secret fund

39. Although these grounds were formally abandoned on the second day of the hearing, they throw light on how this litigation has been conducted and the mindset of the Petitioner and his advisers.

40. The secret fund complaint was introduced by way of amendment to the Second Petition. The complaint as to the denial of access to books and records of MWLS was one of the original complaints but amplified by way of amendment by reference to events occurring after the date of the Second Petition.

41. As to the complaint regarding denial of access, that was entirely vexatious as will become apparent. I have already referred to the fact that the Petitioner was given access to MWLS's documents months before the filing of the Second Petition. On 28 July 1998, the Petitioner was given the opportunity to further inspect the books and records of MWLS. However, he spent the entire day with his team of six dealing with the inspection of documents of HY&HT Lee. At 5 p.m., he informed Li Hak Hung that he had no time that day to inspect MWLS's documents. He proposed to return. Although Li Hak Hung informed him that it would be possible for the inspection to take place the following day, i.e. Wednesday 29 July, or Friday 31 July, it would not be possible on 30 July because of Li Hak Hung's unavailability due to a hospital appointment. Not only did the Petitioner not take up Li Hak Hung's invitation and offer of two alternative dates for inspection, he decided that Li's 'excuse' as to his unavailability on 30 July was indicative of TY Lee's attempt to 'dodge' inspection.

42. Such a travesty of the facts is breathtaking : it is a manifestation of the Petitioner's apparent state of paranoia regarding anything done by TY Lee which, seemingly, has spilled over to his legal advisers.

Conclusion

43. To sum up, the Petitioner has failed to make out meritorious grounds for a winding-up order. For reasons already stated, no question of alternative relief pursuant to section 168A(2) arises. Accordingly the petition is dismissed.

44. I make an order nisi that the costs of TY Lee and MWLS be to the Respondents, with certificate for two counsel in the case of TY Lee.