JUDGMENT

Kang Hwee Gee J:

[1] D8-24-339-2007 is an application by five directors of the company Granasia Corporation Berhad to declare the EGM convened by the company on 20 July 2007 at the requisition of the 2nd defendant who was a shareholder of the company null and void. The EGM was convened for the purpose of appointing three new directors of the defendants' choice.

[2] D8-24-340-2007 is an application by the same directors of the company Granasia Corporation Berhad to declare the EGM convened by the company on 27 July 2007 at the requisition of the 2nd defendant null and void. The EGM was convened for the purpose of removing the 2nd plaintiff as the managing director.

[3] The Grounds (By Counsel For The Plaintiffs)

1. There was non-compliance with s. 145(2) of the Companies Act 1965 which requires not less than 14 days notice and the non-compliance with art. 59 read together with art. 159 of the company's Articles of Association which provides as follows:

Article 59:

The notices convening meetings shall specify the place, the day and the hour of the meeting and shall be given to all Members at least fourteen (14) days before the meeting or at least twenty-one (21) days before the meeting where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least fourteen (14) days notice or twenty one (21) days notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting shall be given by advertisement in the daily press and in writing to the Exchange upon which the Company is listed.

Article 159:

Any notice or other document if served by post, shall be deemed to be served two (2) days following that on which a properly stamped letter containing the same is posted. In proving service by post it shall be sufficient to prove that the letter containing the notice or document was properly addressed and stamped and put into a Government post office letter box.

(i) It is clear from the notice of both the EGM that they were both given respectively on 5 July 2007 and 12 July 2007 whereas the 1st EGM was held on 20 July 2007 and the 2nd on 27 July 2007.

(ii) Both the notices of the EGM were also not advertised in the daily press as required under art. 59.

2. The defendants also failed to observe art. 93 read together with art. 161(1)(a) & (d).

Article 93 states as follows:

... All Directors shall be entitled to receive notice of and to attend all general meetings of the Company including the EGM.

Article 161(1)(a) states that "notice of every general meeting shall be given to every Director with a registered address in Malaysia or an address for service of notices in Malaysia".

Article 161(1)(d) states that "notice of every general meeting shall be given to the auditors for the time being of the Company".

It is clear from the notice of the EGM itself that the notice had not been given to the 4th, 5th and 6th plaintiffs and the auditors as their names were not stated in the notice as the others.

See HLB Nominees (Tempatan) Sdn Bhd v. SJA Bhd & Anor and Another Appeal [2005] 1 CLJ 23 per Mokhtar Sidin JCA at 56:

In the present appeal, the purpose of the meeting to be held is to remove some of the existing directors including the 2nd plaintiff and in their place to elect the directors of the defendant's choice. To do that, a proper and valid notice of such a meeting should be issued because that meeting would affect the right of those directors to be removed who had been duly elected at a proper and valid AGM of the company. For that, the process and procedure for calling such a meeting should be adhered to strictly as stated in Mansfield v. N.S.W. Leagues' Club Bowling Club Ltd, the Australian case cited in the above judgment, where it was held that a general meeting to