Arulanandom J

This was an application by the applicant for the following orders: —

"(a) That the applicant Foo Tong Eng be at liberty to call an extra-ordinary General Meeting 1 week from the date of the Order herein.

(b) That 1 week's Notice of such extra-ordinary meeting be given to the respondent or his solicitors.

(c) A direction that if the respondent fails to attend the said meeting, the applicant by himself attending the meeting shall be deemed to constitute a meeting.

(d) Costs."

The grounds for the application are set out in the affidavit of the applicant affirmed on June 9, 1981. As this gives the grounds in a concise form, the contents are repeated here.

"1. I am the applicant herein and also the Managing Director of the Company in question who holds the majority shares in the said company.

2. On the 17th of April 1980 I wrote to the Secretary of Marclyn Sdn. Bhd., to convene an extra-ordinary General Meeting of the Company for the purpose of increasing the number of Directors from two to four. (A copy of my letter is enclosed herewith and marked as Exhibit 'A'.)

3. By a Notice dated the 18th April 1980 the respondent who is the other Director of the Company was duly informed that a extraordinary General Meeting will be held on the 12th May 1980 at No. 19, Bishop Street, Penang. (A copy of the said Notice dated the 18th April 1980 is annexed herewith and marked as Exhibit 'B'.)

4. However it appears that the respondent had no intention of attending at the meeting and by letter dated the 6th May 1980 through his Solicitors informed me not to convene the meeting as the respondent claimed that it was for the purpose of oppressing minority rights. (A copy of the said letter is now produced and annexed herewith marked as Exhibit 'C'.)

5. On the 12th of May 1980 the said extraordinary General Meeting could not be held as the respondent did not attend the meeting and also because there was no quorum. Accordingly the meeting was adjourned for 1 week and notice was duly given on the 13th May 1980. Again the respondent replied through his solicitors on the 15th May 1980 that the meeting should not be convened. (A copy of the said letter dated the 15th May 1980 is annexed herewith marked as Exhibit 'D').

(a) Article 35 of the Articles of Association of the said Company under the heading 'Proceeding at General Meeting' reads as follows:—

'No business shall be transacted at any General Meeting except the adjournment of the meeting unless a quorum of members is present at the time when the meeting proceeds to business, and such quorum shall consist of not less than two members present personally or by proxy.'

(b) Article 62 of the Articles of Association by the said Company under the heading 'Proceedings of Directors' read as follows:—

'the Quorum necessary for the transaction of business shall be not less than two.'

7. If the said respondent refuses to attend the meeting the Company will not be able to function.

8. I have 5,000 shares in the Company and the respondent has 1,000 shares on the said company.

9. I am the Managing Director of the said Company and the said respondent is interfering with the running of the Company for the following reasons:—

(a) The respondent is portraying to the business community a bad image of the Company causing it to suffer losses which may mean the end of the Company

(b) Unlawfully retaining valuable documents of the Company thereby inhibiting the carrying on of business. (A copy of a letter dated the 13th May 1980 forwarded to the respondent is annexed herewith and marked as Exhibit 'E').

(c) Unlawfully removed a motor-lorry No. PE 3994 to a workshop Messrs. Beng Hin Motors where the front two wheels have been removed and who have now refused to hand over the lorry despite the fact that regular payments have been made on overdue bills thereby affecting the business of the Company.

(d) Receiving payments due to the Company from Creditors without crediting it into the Company funds.

10. Furthermo