Abdul Malik Ishak J:

This was an application by the plaintiff for the following orders:

(1) That the plaintiff Low Son Siang @ Loo Soon Siong be at liberty to call an extra-ordinary General Meeting one week from the date of the order herein.

(2) That one week's notice of such extra-ordinary General Meeting be given to the defendant or his solicitors.

(3) A direction from the court that if the defendant fails to attend the said meeting, the plaintiff by himself attending the meeting shall be deemed to constitute a meeting.

(4) Costs.

(5) Any other suitable relief.

That application was in encl. 4 and the grounds in support thereof can be seen in encl. 3 where the plaintiff himself affirmed the affidavit on 15 May 1998 which was filed on 30 May 1998. The plaintiff deposed that he was a director and chairman of a company known as Delightful Vision Sdn Bhd with a postal address at no: 29A, Jalan Dedap 8, Taman Johor Jaya, 81100 Johor Bahru. In the month of March 1998 the plaintiff requested the secretary of the company to convene an extra-ordinary general meeting of the company for the purpose of investigating the criminal breach of trust committed by the defendant and if need be to remove the defendant as the company director and managing director of the company. By a notice dated 31 March 1998, the defendant and his solicitors were informed that an extra-ordinary general meeting will be held on 7 May 1998 at no: 2F, Jalan Giam, Taman Majidee (Off Jalan Tebrau), 80250 Johor Bahru at 10am. But unfortunately on the scheduled date the extra-ordinary general meeting ["EOGM"] did not proceed as planned for the simple reason that the defendant failed to attend and the meeting was inquorate. It was deposed that if the defendant refused to attend the EOGM the company will not be able to function. The plaintiff and the defendant held equal shares in the company - each having 40,000 shares to their credit. In the month of March 1998, the plaintiff took over the duties of the defendant but the latter interfered in running the affairs of the company. The defendant acted to the detriment of the company by:

(a) portraying to the business community a bad image of the company causing it to suffer losses; and

(b) being the holder of a licence to sell liquor, the defendant had written a letter to the District Officer, Johor Bahru and expressed the desire to suspend the licence and thereby affect the business of the company.

It was also deposed that the defendant failed to maintain the accounts of the company and that the sole purpose of the defendant writing to the district officer, Johor Bahru was to force the plaintiff to purchase the defendant's shares at RM120,000. It was an arm twisting method aimed solely to undermine the plaintiff. The defendant too had the audacity to seize important documents belonging to the company through third parties and being aggrieved the plaintiff had since lodged a police report vide Plentong report number 5542/ 98.

It is interesting to note that the company was running a lucrative karaoke business, which appears to have mushroomed everywhere in good old Johor Bahru. Liquor and karaoke must be the perfect combination to run a lucrative business these days.

The defendant, initially, resisted the application. But the affidavit-in-reply of the defendant in encl. 8 that was affirmed on 16 July 1998 particularly para. 14 thereof somehow agreed to the plaintiff's application in encl. 4. That would certainly be the end of the matter. However, since the application in encl. 4 was grounded on s. 150 of the Companies Act 1965, I felt constrained to put my thoughts on paper. That section enacts as follows:

150. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the articles or this Act the Court may, either of its own motion or on the application of any director or of any member who would be entitled