The court clarified that impracticality must be demonstrated as per Section 150 of the Companies Act 1965, emphasizing that lack of quorum alone does not imply such impracticality.

[1] This the appellant's appeal against the order of the High Court at Shah Alam dated 8 November 2013 allowing the application by the respondent under s 150 of the Companies Act 1965 .

[2] We heard this appeal together with two other appeals, ie Appeal No: B-02(IM)-1035-06-2014 and Appeal No: B-02(IM)349-02-2014 on 22 July 2015. They are related appeals. After hearing the counsel for both the appellants and the respondent, we allowed this appeal and Appeal No: 1035 with costs of RM30,000.00. We also ordered the deposits in both appeals to be refunded. As for Appeal No: 349, this was ordered to be struck off with no order as to cost on it being withdrawn by the appellant.

[3] The following are our reasons for allowing this appeal. We will begin by stating the provision under s 150 of the Companies Act 1965 , which reads as follows:

" Section 150 . Power of Court to order meeting.

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 to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy shall be deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he were present at the meeting."

[4] The gist of the section is that, if for any reason it is impractical to call a meeting or to conduct a meeting in the manner prescribed in the articles of association of the company or the Act, the Court may, on its own motion or on an application of any Director or any member, be entitled to vote at the meeting, or personal representative of such member, order a meeting to be called held and conducted in such manner as the Court thinks fit. The key phrase in the section is "if for any reason it is impracticable" to call or conduct a meeting.

[5] Based on this provision, the respondent had applied vide originating summons dated 16 August 2013 for an order that an extraordinary general meeting ("EGM") of the appellant's company to be called, held and conducted. The originating summons was amended once. In the amended originating summons, the respondent also prayed for an order, the proposed agenda for the meeting be tabled and put to vote at the meeting. Among the items on the agenda was the removal of one Lo Man Heng and one Lai Yun Fung as Directors of the appellant, and in their place the appointment of one Goh Kheng Peow and one See Thoo Chan as Directors. Also included in the proposed agenda was the presentation of the management accounts.

[6] The salient background facts to the filing of the originating summons by the respondent have been adequately narrated by the learned judge in his judgment and these are reproduced below:

"1. The plaintiff is a public limited company listed on Bursa Malaysia. The defendant is a private limited company.

2. Under a sale and purchase agreement dated 17 December 2007 ("the share sale agreement"), the plaintiff purchased 51% of the entire issued and paid-up ordinary share capital of the defendant from two individuals, namely Lo Shwu Fen and Yap Siaw Lin for a consideration of RM30 million.

3. Subsequently, the plaintiff and the vendors entered into four supplemental share sale agreement dated 21 Ja