Tan Ah Tah CJ, AG:

The judgment of the Court of Appeal was delivered by:

This is an appeal from a decision of Mr. Wee Chong Jin J who refused an application made to him to rectify the register of members of the Asian Organisation Ltd. The application was made by the appellants, who are members of the company, under s. 101 of the Companies Ordinance (Cap. 174), and the order sought by them was one for rectification of the register of members by deleting the name of Jan Reinier Hendrik Moggre therefrom as the holder of 500 ordinary shares in the company.

The company was incorporated on 21 July 1953 with an authorised capital of $50,000 divided into 5,000 shares of $10 each. At the commencement of business 2,002 fully paid up shares were issued. Of these 2,002 shares, the applicant Lucy Goh Siew Eng held 1,000 shares and the applicant Anthony Ng Eng Hua (the husband of Lucy Goh Siew Eng) held one share, while Emmeline Koh held 1,000 shares and Tan Koon Jim (the husband of Emmeline Koh) held one share. The applicant Lucy Goh Siew Eng was the Chairman of the Board of Directors and the applicant Anthony Ng Eng Hua was a joint Managing Director of the company, the other joint Managing Director being Tan Koon Jim.

It is common ground that Moggre is the holder of a document purporting to be a share certificate which in terms certifies that he is the registered holder of 500 shares in the company. This document is dated 28 March 1957 and was in fact signed by Tan Koon Jim and the applicant Anthony Ng Eng Hua on or about that date.

On 7 September 1959 the applicant Anthony Ng Eng Hua wrote a letter to Tan Koon Jim which contained, inter alia, the following paragraph:

In order to satisfy all those concerned, the Company's General Meeting will be arranged and date fixed, soon after the arrival of our partner, Mr. J Moggre.

A copy of this letter was sent by the applicant Anthony Ng Eng Hua to Moggre.

On 16 September 1959 the applicant Anthony Ng Eng Hua wrote a letter which began "Dear Messrs. Moggres" and contained the following passage:

War has been declared upon AOL (meaning the company) and we are fighting for our survival and I have consulted the Company's solicitors and they are confident that we can win; therefore, since you hold 200f the company's shares and my wife and myself hold the other 40% we can put the Company back to its sound position, and there is no question of liquidation.

On 20 October 1959 an extraordinary general meeting of the company was held at its registered office. Both the applicants Anthony Ng Eng Hua and Lucy Gob Siew Eng were present, and it is a matter of some significance that Moggre was elected to be the chairman at this meeting.

It is contended by Counsel for the applicants that no valid allotment of 500 shares has ever been made to Moggre. He points out that the board of directors of the company have never held a meeting to approve the issue of the shares to Moggre. He says that even if it can be assumed that Moggre made an offer to take 500 shares, the board of directors as such have never performed any act or acts which can be held to amount to a valid acceptance of the offer.

The first ground of appeal relied upon by the applicants is based on the contention that there was no valid allotment of the 500 shares to Moggre. It is submitted by Counsel for the applicants that once it is established that there was no such valid allotment, the applicants are entitled as a matter of law to have the register of members rectified. He maintains that there is no room for the exercise of discretion by the Court in this case. We do not consider it necessary, in the circumstances of this case, to determine the question whether the allotment of the 500 shares was valid. It is sufficient for us to express the view that while irregularities did in fact occur in the issue of the document dated 28 March 1957 to Moggre, nothing that was done in connection with such issue can be said to have been ultra