Background

a) The Board Meeting of 28th July 2006 is invalid by reason of being inquorate. In my opinion, only a meeting held with the requisite quorum can resolve to reduce the quorum from three to two. The reduction in the quorum contemplated in article 91 relates to the quorum for future meetings. Since, the quorum need not be maintained throughout the meeting, for the meeting to be valid, it does not make sense to construe article 91 as contemplating the reduction in the quorum at the same meeting. In this case, two directors purported to reduce the quorum for the same meeting from three to two, when there was no need to do so if there was a quorum, in the first place. Since there was no quorum at the commencement of the Board Meeting of 28th July 2006, I hold the meeting to be invalid.

b) Even if I am wrong in (a) above, it is obvious from the affidavit of Koh Heng Fat (KHF) that he had a change of heart about not proceeding with the meeting of 28th July 2006, after having agreed with the Petitioner to postpone the meeting. Irrespective of the reasons for the change of heart, on his part, it was always open to KHF to cause another meeting to be convened, instead, of proceeding with the meeting without notifying the Petitioner of his decision. The net result of KHF, a requisionist of the Board Meeting proceeding with the meeting of 28th July 2006 without notifying the Petitioner of his decision to proceed after agreeing to the postponement, effectively deprived the Petitioner from exercising his statutory right to vote on the resolution concerning the convening of the EGM. I adopt the decision of Edgar Joseph Jr. J in Lim Hean Pin v. Thean Seng Co. Sdn. Bhd [1992] 2 CLJ 745 (Rep); [1992] 2 CLJ 828; [1992] 2 MLJ 10 that such deprivation of the Petitioner's right amounts, in law, to an abuse of power which vitiates and therefore renders null and void the resolution to convene the EGM passed at the Board Meeting of 28th July 2006.

c) In my judgment, it follows that if the Board Meeting is invalid, then, all the resolutions including the resolution passed to convene the EGM are equally invalid. By reason thereof, all resolutions passed at the EGM including the resolution to voluntarily wind-up the Respondent and the appointment of the liquidators Ng Pyak Yew (NPY) and Wong Seng Chong (WSC) are all invalid. (see Halsbury-I(3 edition volume 6 page 337 of paragraph 661).

d) It is obvious from the attendance of KHF at the meeting, his refusal to postpone the meeting; the unlawful passing of the resolution to reduce the quorum; the unusual venue for the meeting, the substuition of the usual secretary with NPY as a secretary of the meeting and the short duration of the meeting that the decision to convene the EGM was made outside the room of the meeting and the meeting was a mere formality. In my opinion, the gravity of the resolution was such that KHF In the discharge of his fiduciary duties to the Respondent Company ought to have ensured that the Petitioner as a Managing Director and Permanent Director of the Respondent company was not only afforded the opportunity to vote on the resolution but also afforded the opportunity to attend the Board Meeting to ventilate his views on the proposed EGM and the resolutions that were to be tabled at the EGM. Whilst I am not inclined to hold on affidavit evidence that KHF practiced deception on the Petitioner to ensure his absence at the Board Meeting of 28th July 2006, I hold that the circumstances giving rise to the absence of the Petitioner and the events that took place during this meeting give rise to the irresistible inference that KHF either alone or together with NPY orchestrated matters in such a way as to ensure that the resolution calling for EGM was passed without the Petitioner being present.

e) I do not propose to dwell at length as to whether and to what extent NPY and WSC were responsible for the events that took place leading to the absence of the Petitioner a