(DELIVERING JUDGMENT OF THE COURT)

I APPEAL

[1] On 1 December 2008, we allowed the appeal by the appellants ("the plaintiffs") against the decision of the learned High Court judge.

[2] We now give our grounds.

[3] Unless otherwise stated, a reference hereinafter to a section is a reference to that section in the Companies Act 1965.

II FACTUAL BACKGROUND

[4] The defendant is a private exempt company incorporated on 7 June 1972.

[5] The plaintiffs were the majority members of the defendant's board of directors from 1985 until 25 August 2000 ie, three days before the filing of the originating summons on 28 August 2000.

[6] On or about 25 August 2000, at an annual general meeting of the respondent (the defendant), two additional directors were appointed to the defendant's board of directors.

[7] The defendant had vehemently objected to the plaintiffs' application vide the originating summons, seeking an order to inspect the accounting and other records of the defendant by a qualified auditor pursuant to s. 167(6) of the Companies Act 1965.

[8] After hearing submissions, the learned judge sustained the defendant's objection and dismissed the plaintiffs' originating summons. Hence, the p