Zaleha Zahari J:

By this application the managing director and majority shareholder of Chemfert Sdn Bhd ("Chemfert"), is seeking for an order that he be at liberty to call an Extraordinary General Meeting (EGM) of Chemfert one week from the issuance of the order to consider, and if it deems appropriate, that one Ng Sook Wan be appointed a Director of Chemfert. Further, that the one week's notice with respect to the purpose of the EGM be given to the respondent or his solicitor and that if the respondent fails to attend the said EGM, the plaintiff, by himself attending the meeting, shall be deemed to constitute a meeting.

The Law

Section 150 of the Companies Act 1950 ("the Act") confers upon the court power to order a meeting if for any reason it is impracticable to call a meeting in any manner in which meeting may be called or to conduct a meeting in the manner prescribed by the articles or the Act.

In such a situation the court may either on its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or the personal representative order a meeting to be called, held and conducted in such manner as the court thinks fit