Mokhtar Sidin JCA:

[1] The two appeals were fixed to be heard together. Although they appeared to be inter-related, they are two distinct appeals. The first appeal is by HLB Nominees (Tempatan) Sdn Bhd in respect of Originating Motion No. 24-1259-2002 filed by the respondents, SJA Berhad and Tan Hock Lai @ Tan Hock Chan, in the High Court of Malaya at Pulau Pinang. The appeal is in respect of the interpretation of s 144(1) of the Companies Act . The second appeal arose from the same application but on an entirely different issue. In the second appeal the appellants are the applicants in that originating motion. The facts and the background of both appeals are stated below and to avoid any confusion I will refer to the parties as they were in the Court below.

[2] On 22 April 2002, HLB Nominees (Tempatan) Sdn Bhd (the defendant in the originating summons) deposited with SJA Berhad (the first plaintiff) a requisition for an extraordinary general meeting (EGM) together with a special notice of intended resolutions to remove a number of named directors of SJA Berhad including Tan Hock Lai @ Tan Hock Chan (the second plaintiff) and to appoint two named persons as independent and no