Ali FJ (read by Raja Azlan Shah FJ):

This is an appeal from the dismissal of an action by the appellant, representing the minority shareholders of a private company, the first respondent. The claim in the action is for a declaration that a resolution passed at the Extraordinary General Meeting of the company held on 22 December 1971 is null and void on the ground that it is ultra vires, illegal and a fraud on the minority. The resolution was in the following terms:

(i) "that the proceedings for the attachment of nine ordinary shares of $100 each in the Lower Perak Motor Service Company Limited standing in the name of K Krishnan (i.e. the second defendant) be stayed;

(ii)that the proceedings for the attachment of 45 ordinary shares of $100 each and 40 ordinary shares of $100 each in the Lower Perak Syndicate Sendirian Berhad (i.e. the first defendant company) standing in the names of K Krishnan (i.e. the second defendant) and v. Thangavelu (i.e. the third defendant) respectively be stayed; and

(iii) that K Krishnan and v. Thangavelu be allowed to settle the judgment sum of $10,345.05 and the sum of $3,063.39 taxed costs in Ipoh High Court Civil Suit No. 187 of 1970 in th