ROHANA BT YUSUF, J

GROUNDS OF DECISION

The Originating Summons by the Plaintiff in Enclosure 1 seeks for orders of this Court to appoint an independent officer to conduct the EGM of the Company and to do other consequential acts relating thereto.

BRIEF FACTS

The First Defendant is a company limited by guarantee and not having a share capital. The First Defendant is an institution with the power to register pure bred dogs in Malaysia. It is the only institution capable of registering dog's pedigree and is affiliated to other Kennel Associations in the world. It is managed by a committee known as the Central Committee which was headed by the Second Defendant as President up until 18 February 2008.

The EGM of 10 November 2007

The First Defendant has called for an EGM on 10 November 2007 to discuss on the amendment of its Articles of Association. In furtherance of the said EGM, the First Defendant has sent out proxy forms to its members to enable them to cast their votes by proxy if they are unable to attend the EGM. At the said EGM it was announced that the valid proxies returned were 1372 and 41 were declared spoilt. The EGM was also informed that there were 6 proxy holders including the Second Defendant who holds the biggest number i.e. 740 proxies.

There is allegation of manipulations of proxy forms when Ninth Plaintiff and few other members found their names were also on the proxy list despite no proxy form has been sent to any of the 6 proxy holders. They alleged forgery and police reports were lodged. The Central Committee headed by the Second Defendant then, allegedly proceeded to expel or terminate the general members and even members of the Central Committee itself who have questioned them on the above.

The AGM of 15 February 2008

The Company led by the Second Defendant called an AGM for the year 2007/2008 to approve the accounts for 2006/2007. At the said AGM it was alleged that the Second Defendant manipulated the membership list to include 53 new members to vote for the accounts to be adopted. The 53 new members were said to be all foreign factory workers having their residence address at No. 17, Jalan SS25/24, Taman Mayang, Petaling Jaya, Selangor.

The Originating Summons dated 3 January 2008

Premised on the above background the Originating Summons is made under Section 150Companies Act 1965

The Plaintiff is applying from this Court to make order to conduct meeting due to alleged malpractices in the earlier EGM of 10.11.2007 where there were allegations of forged proxy forms been used for the purposes of meeting the quorum of the meeting. The allegation of impropriety is based on various statutory declarations in exhibits K-15 and K-20.

FINDINGS AND DECISIONS

1.Applicability of Section 150 of Companies Act

To succeed in an application under Section 150 two situations must be present. First the section applies where it is impracticable to call for a meeting and second it is impracticable to conduct a meeting in accordance with the Articles of the Company or the Act, Such situations were normally present where owing to refusal of a group of shareholders to attend meetings, a quorum is denied and meetings of the company are therefore impossible to be held, accordingly.

As decided by another High Court by Abdul Malik Ishak J. (as he then was} in the case of Low Son Slang v Lee Kim Yong [1999] 1 CLJ 529 at pags 532 ;

“The onus of proving whether the desired AGM can be conducted in accordance with Articles of Association, the onus of showing impracticability is on the Plaintiff.”

Leong Ah Hong v Hup Seng Eng [1963] 29 MLJ 164

"impractical" because - no quorum

Oppression of minority petition - company should be allowed to function - redress to remedies recognised by law.

Low Son Siang v Lee Kim Yong [1999] 1 CLJ 529 - section 150 - Abdul Malik ishak J' decision.

Onus on plaintiff to show impractical to conduct a meeting also related to quorum.

No quorum - impract