Abdul Aziz Mohamad JCA:

The core issue in the appeal, which was dismissed, was whether the extraordinary general meeting of the appellant company ( " the company " ) which had been convened to be held at a hotel in Kuala Lumpur on 21 May 2004 ( " the first EGM " ), was validly adjourned. The facts were these. The first EGM had been convened on the requisition of the first, second and third respondents under s. 144(1) of the Companies Act 1965 for the purpose of passing resolutions for (a) the removal of Tan Sri Datuk Chai Kin Kong, Datuk Chua Tiong Moon and Chai Kim Chong as directors of the Company; (b) the appointment of the first and fourth respondents and one Chen Syn Fook @ Charles as directors; and (c) the removal with immediate effect of all directors of the company who might be appointed at any time between the date of the requisition (23 March 2004) and the date of the first EGM. On the morning of 21 May 2004, before the first EGM commenced, the Company was served with an ex parte order obtained on the previous day by one Chai Kin Loong, the brother of the said Tan Sri Datuk Chai Kin Kong, in an action in the Seremban High Court. It inter alia restrained the first, fourth and six respondents from exercising voting rights in respect of some of their shares in the company at the first EGM until disposal of the Seremban action. The shares affected by the injunction totalled 11,750,000 and were as follows: first respondent's, 7,505,000 shares (out of 18,294,004); fourth respondent's, 2,063,000 shares (out of 5,891,928); sixth respondent's, 2,182,000 shares (out of 4,638,833). Acting with the advice of the company's legal adviser, the Executive Chairman of the Company, Tengku Dato' Kamal Ibni Sultan Sir Abu Bakar, as Chairman of the first EGM, brought the ex parte injunction to the attention of the members present, among whom were the six respondents, and adjourned the first EGM to a date to be fixed, pending the disposal of the inter partes application for the injunction in the Seremban action, in spite of the proposal by a proxy for three members that a motion be put to all members for an adjournment pursuant to art. 61 of the Company's Articles of Association, which proposal the Chairman rejected.

According to the first sentence of art. 61, " The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place " .

On 15 June 2004 the first, fourth, fifth and sixth respondents issued a notice under s. 145(2) calling another extraordinary general meeting of the company to be held at another hotel in Kuala Lumpur on 14 July 2004 ( " the second EGM " ). The purpose of the second EGM was to pass resolutions for (a) the removal as directors of the company of the same three persons, namely, Tan Sri Datuk Chai Kin Kong, Datuk Chua Ting Moon and Chai Kin Chong, and also of the other two directors, namely, the said Tengku Dato' Kamal and Datuk Rahadian Mahmud bin Mohammad Khalil; (b) the appointment with immediate effect of the first, fourth, fifth and six respondents as directors of the Company; and (c) the removal with immediate effect of any person who might have been appointed as directors between 11 June 2004 and the commencement of the second EGM.

On 21 June 2004 Tan Sri Datuk Chai Kin Kong, Dato' Chua Tiong Moon and Chai Kim Chong resigned as directors of the company.

On 28 June 2004 the ex parte order in the Seremban action was set aside. On 30 June 2004 the directors fixed the adjourned first EGM for 26 July 2004. As far as removal of directors was concerned, although the three directors that were specifically sought to be removed had already resigned, there was still to be disposed of the resolution to remove directors who might have been appointed