Chang Min Tat J:

[1] The plaintiff, a minority share- holder, holding 50,000 shares in a private limited company as against the 250,000 shares held by the only other shareholder the second defendant resisted the latter's attempted compulsory requisition of his shares under the Articles of Association and brought this action for various declaratory orders for the purpose of establishing his right to hold on to his shares. He joined in the company as the first defendant.

[2] The relevant article was art 21(d) of the Articles of Association. It reads:

"21.(d) The holders for the time being of seven-tenth of the issued capital of the company may at any time serve the company with a requisition to enforce the transfer of any particular shares not held by the requisitionists. The company shall forthwith give to each registered holder of such shares notice in writing of the requisition (with a copy of this Clause and of art 21 (e) sub-joined) and unless within fourteen (14) days such holder shall have entered into an Agreement in writing with the requisitioning members for the sale to them of his shares, he shall at the expiration of the said period be deemed to have sold and the requisitioning members shall be deemed to have purchased his said shares at a price or value to be determined in accordance, with these Articles."

[3] The second defendant's 250,000 of the 300,000 shares issued established him as the holder of more than seven-tenths within the scope of this article. In purported exercise of his rights he made a requisition through the company's secretaries. In accordance with his request, the first defendant wrote on 31 May 1974 advising the plaintiff of this requisition. The letter closely followed the wording of art 21(d).

[4] On 6 June 1974 the plaintiff replied through his solicitors denying the right to requisition. In the letter his solicitors asserted that art 21(d) must be read subject to the other articles and subject to the Companies Act, in particular s 14(1) and s 122(1). The main contention was that if the requisition went through the company would then have only one shareholder who would be the only director. The main reliance placed was that there could be no incorporation unless there were at least two share-holders. No illegality was however alleged.

[5] At the hearing Mr Lim Ewe Hock for the plaintiff first raised the issue of illegality. He contended that no meeting of the directors had been held to consider the second defendant's notice to requisition the plaintiff's share and therefore no instructions were ever given to the secretaries who consequently had no authority to issue the notice of requisition dated 31 May 1974. He submitted that the duties of the secretaries were ministerial and administrative and never managerial, that the secretaries should not assume any executive or managerial powers in the absence of authority of the Board and that their duties with respect to notices to members and others were only exercisable under the direction of the Board. He read various passages from Palmer's Company Law, 20th Edn, from Palmer's pp 587 to 590, to substantiate his arguments. He therefore contended that the secretaries had no authority whatsoever to issue the notice and that the notice was bad and invalid affecting all subsequent proceedings.

[6] Encik Syed Ibrahim for the company however contended that the secretaries must carry out the orders of the directors and that in the circumstances of the case where the only two directors were at crosspurposes it would be meaningless to convene a meeting of the Board.

[7] Mr Mooney for the second defendant in his turn contended against the invalidity of the notice. He instanced notices, as in precedents nos 373, 378, 379, 397, 398 and 477 in Palmer's (17th Edn) Precedents, issued by the secretary by order of the Board of Directors and notices issued by the secretary in his own name, as in precedents nos 301, 377, 380, 385, 395, 421, 483 and 489. A modern com