Strict compliance with procedural requirements for convening an EGM is crucial for validity, safeguarding shareholders' rights.

[1] We have often been told to be on time and even in time. What then is the status of an Extraordinary General Meeting ("EGM") of a company fixed at 10.30am with a waiting period of 15 minutes for the Chairman of the Board to be present to chair the EGM as provided for in the Articles of Association of the company but then the EGM had commenced at 10.35am and ended at 10.41am? The resolution passed was for the removal of a director who is also the Chairman of the Board.

[2] The issue assumes critical importance when each side seems to have equality of votes with the Chairman, if he is present to have the casting vote. Is the EGM a valid one and is the resolution passed valid? Is the irregularity curable?

[3] This appeal then is the continuing saga in the disputes between two camps in a company. One side is the plaintiff in the High Court who is the appellant before us and one Mr Mohd Radzee bin Abdullah ("Radzee") and they each hold 175,000 shares and 50,000 shares respectively in the 3rd defendant company called Minsyam Sdn Bhd ("the Company").

[4] The 1st defendant (D1) is Shaik Markhzan Jalani who is the 1st respondent (R1) before us and, holding 175,000 shares in the Company. The 2nd respondent (R2) who was the 2nd defendant (D2) in the High Court below is Syed Zainal Abidin bin Syed Mohamed Tahir, holding initially 100,000 shares in the Company. The shareholdings of the parties may be stated as follows:

[5] The plaintiff narrated that prior to 2018 the management of the Company was under the control of D1 and D2 with D1 as the Managing Director and D2 as the Chairman. There were allegations of misuse of the Company's funds levelled by the plaintiff against D1 and D2 and after some pressure was brought to bear upon them, D1 and D2 agreed to have an independent auditor in Gomez & Co to conduct a forensic audit of the Company' accounts.

[6] Arising from the audited reports of Gomez & Co, the plaintiff and Radzee discovered some financial irregularities and then initiated an oppression action against D1 and D2 in Shah Alam High Court Suit No: 24NCC-83-12/2015 under s 181 Companies Act 1965 which led to a finding by the High Court on 30 May 2017 that D1 and D2 had perpetrated acts of oppression on the plaintiff and Radzee. The High Court had further ordered that an independent valuer be appointed to value the Company and for the parties to offer to buy out the other. The opposing parties managed to reach a settlement for the plaintiff to purchase 50,000 shares held by D2 in the Company for RM300,000.00.

[7] D2 thereafter resigned as a director of the Company and sold 50,000 of his 100,000 shares to the plaintiff via a Share Sale Agreement dated 20 February 2019 ("SSA"). Following the oppression action, the plaintiff and Radzee have been given access into the management of the Company.

[8] After the resignation of D2, a board meeting was held on 27 November 2018 wherein the plaintiff was appointed as the new chairman of the Company and D1's position as Managing Director was revoked though he still remained as one of the directors of the Company. Radzee was appointed as the new Managing Director.

[9] D1 was dissatisfied with the outcome of the board meeting and the sale of the 50,000 shares by D2 to the plaintiff and so D1 sued D2 in the Shah Alam Sessions Court in Suit No: BA-B52-20-04/2018 claiming that all the 100,000 of D2's shares belong to him. D1 and D2 agreed between themselves to settle the suit amicably and D2 agreed to transfer all his 100,000 shares to D1 and with that D1 withdrew his suit against D2.

[10] D2 also granted a Power of Attorney ("PA") to D1 giving him all rights over D2's 100,000 shares which