Mokhtar Sidin JCA:

The two appeals were fixed to be heard together. Although they appeared to be inter-related, they are two distinct appeals. The first appeal is by HLB Nominees (Tempatan) Sdn Bhd in respect of Originating Motion No. 24-1259-2002 filed by the respondents, SJA Berhad and Tan Hock Lai @ Tan Hock Chan, in the High Court of Malaya at Pulau Pinang. The appeal is in respect of the interpretation of s. 144(1) of the Companies Act. The second appeal arose from the same application but on an entirely different issue. In the second appeal the appellants are the applicants in that originating motion. The facts and the background of both appeals are stated below and to avoid any confusion I will refer to the parties as they were in the court below.

On 22 April 2002, HLB Nominees (Tempatan) Sdn Bhd (the defendant in the originating summons) deposited with SJA Berhad (the first plaintiff) a requisition for an extraordinary general meeting (EGM) together with a special notice of intended resolutions to remove a number of named directors of SJA Berhad including Tan Hock Lai @ Tan Hock Chan (the second plaintiff) and to appoint two named persons as independent and non-executive directors pursuant to s. 144(1) of the Companies Act 1965 (hereinafter referred to as "the Act "). The directors of the first plaintiff did not take any step to act on the requisition and as a result of that the defendant on 9 July 2002, pursuant to s. 144(3) of the Act, issued a notice for an EGM to be held on 7 August 2002 (hereinafter referred to as "the notice "). On 24 July 2002, the plaintiffs filed the Originating Motion No. 24-1259-2002 at the Penang High Court to restrain the defendant from holding the EGM on 7 August 2002 on the ground that under s. 144(3) of the Act the time to hold the meeting had lapsed. The originating summons seeks the court's determination or directions on the following questions:

1. whether on a proper construction of section 144(3) of the Companies Act 1965 the time for calculating the three months for convening the relevant Extra Ordinary General Meeting stipulated in the said section runs from the date of the deposit of the relevant requisition or from the expiry of 21 days of the date of the deposit of the said requisition;

2. whether on a proper construction of section 144(3) of the Companies Act 1965, the Defendant's solicitor's notice dated 09.07.2002, indicating the Defendant's intention to hold an Extra Ordinary General Meeting of the 1st Plaintiff on 07.08.2002 is in contravention of the time limits prescribed by the aforesaid section and therefore null and void;

In the event this Honourable Court is of the opinion that the Defendant's intention to convene the Extra Ordinary General Meeting of the 1st Plaintiff on 07.08.2002 is out of time and in contravention of the time limits prescribed by Section 144(3) of the Companies Act 1965, the Plaintiffs pray for the following reliefs:

(a) a declaration that the Defendant's solicitor's notice dated 09.07.2002 notifying the Board of Directors of the 1st Plaintiff and the shareholders of the 1st Plaintiff, informing them that the Defendant intends to hold an Extra Ordinary Meeting of the 1st Plaintiff on 07.08.2002 at Sri Mas 2 & 3, The City Bayview Hotel, 25-A Farquhar Street, 10200 Penang is null and void and of no effect, and

(b) in the meantime an interlocutory injunction restraining the Defendant whether by itself or by its servants or agents or otherwise howsoever from holding the Extra Ordinary General Meeting of the 1st Plaintiff on 07.08.2002 at Sri Mas 2 & 3, The City Bayview Hotel, 25-A Farquhar Street, 10200 Penang until the final determination of the proceedings herein or until further order of this Honourable Court;

The learned Judicial Commissioner heard the application and on 29 July 2002, she allowed the application whereby she made the following order (the first order):

. MAHKAMAH DENGAN INI DIPERINTAHKAN:

(a) bahawa notis Peguamca