The court clarified that statutory notice requirements for EGMs under the Companies Act must be strictly followed, with a minimum of 28 days' notice being mandatory for validity.

[1] The Plaintiff in its Amended Statement of Claim (Enclosure 1A) sought, inter alia, a declaration that the Extraordinary General Meeting (EGM) of the Plaintiff requisitioned by the 3rd and 8th Defendants scheduled for 4/2/2010 or any adjournment thereof was invalid, a declaration that the 2nd to 29th Defendants are parties acting in concert in the acquisition of control of the 1st Defendant (Ho Hup) and a declaration that the 2nd to 29th Defendants have breached the Malaysian Code on Take-Overs and Mergers 1998 (the Code) in failing to make a Mandatory General Offer (MGO) for the shares of Ho Hup.

[2] The Plaintiff by Summons in Chambers (Enclosure 2) filed on 27/1/2010 sought the following:

An order restraining the 2nd to 29th Defendants, or any one or more of them, their servants and agents:

(i) from holding or proceeding with the EGM on 4,2.2010 or any adjournment thereof; or

(ii) from appointing a director to the Board of Directors of Ho Hup;

(iii) from removing or threatening to remove a director from the Board of Directors of Ho Hup or to request for the resignation of a director from the Board of Directors of Ho Hup;

(iv) from proposing or voting for a resolution to remove any director from the Board of Directors of Ho Hup at any extraordinary general meeting or annual general meeting or any other meeting of Ho Hup; and/or

(v) from voting or causing any person from voting on any of the 2nd to 29th Defendants' shares in Ho Hup whether held in their names or beneficially held for them in the name of others or held by nominees as security for any facility; and

(vi) from disposing or dealing with any of their shares in Ho Hup;

until an offer document in accordance with s. 13(7) of the Code is sent to Ho Hup's shareholders in compliance with the provisions of the Code.

[3] On 2/2/2010 Counsel for the Plaintiff, Mr. William Leong, applied orally to Court to amend Enclosure 2 by adding new prayers (B) and (C) to wit:

(B) An order restraining the 2nd to 29th Defendants, or any one or more of them, their servants and agents from holding or proceeding with the EGM on 4.2.2010 or any adjournment thereof;

(C) An order restraining the 2nd to 29th Defendants, or any one or more of them, their servants and agents:

(i) from appointing a director to the Board of Directors of Ho Hup;

(ii) from removing or threatening to remove a director from the Board of Directors of Ho Hup or to request for the resignation of a director from the Board of Directors of Ho Hup;

(iii) proposing or voting for a resolution to remove any director of Ho Hup at any extraordinary general meeting or annual general meeting or any other meeting of Ho Hup; and/or

(iv) from voting or causing any person from voting on any of the 2nd to 29th Defendants' shares in Ho Hup whether held in their names or beneficially held for them in the name of others or held by nominees as security for any facility.

[4] The application to amend was allowed.

[5] The Plaintiff's action was filed in response to the requisition by the 3rd and 8th Defendants who gave special notice to Ho Hup on 5/1/2010 and 7/1/2010 calling for the EGM to be held on 4/2/2010 at 10.00 am.

[6] The intention and purpose of the 3rd and 8th Defendants in calling for the EGM was to move resolutions by the members of Ho Hup for the removal of 7 directors of the current Board of Directors of Ho Hup and in their place to appoint 6 new directors.

[7] The special notice was given pursuant to s 128 (2) and s 153 of the Companies Act 1965 (the Act). The Plaintiff contended that the notice calling for the EGM was bad in law as it was short notice.

[8] Sectio