GROUNDS OF JUDGMENT

1. Some salient and relevant background facts first to assist in the understanding of this case. The Plaintiff together with the 1^st, 2^nd and 3^rd Defendants are shareholders and directors in the 6^th Defendant company. The Plaintiff issued a Special Notice dated 5.11.2008 pursuant to sections 128(2) and 153 Companies Act 1965 calling for an Extraordinary General Meeting to discuss 5 resolutions [exhibit "GC-2" - p 232 & 233 in Plaintiff's Affidavit in Support - Encl 3 ]. These resolutions include calling for the removal of the 2^nd and 3^rd Defendants as directors of the 6^th Defendant and to appoint new persons in their place. The EGM was fixed for 10.12.2008 @ 10.00 a.m.

2. On receipt of this Special Notice the 3^rd Defendant issued a notice on 12.11.2008 calling for a Board of Directors' meeting for 24.11.2008 [exhibit "GC-5" - p 278A & 278B in Encl 3 ]. The agenda amongst others was to discuss the Plaintiff's Special Notice, the appointment of the 5^th Defendant as Company Secretary, and the change of registered office of the 6^th Defendant.

3. On receipt of the notice the Plaintiff instructed solicitors who wrote to the 1^st, 2^nd, 3^rd and 6^th Defendants on 21.11.2008 [exhibit "NS-9" in 3^rd Defendant's Affidavit affirmed on 17.12.2008 - Encl 7 ]. In essence the letter challenged the regularity of the notice and stated that "any business conducted on 24^th November 2008 would be void ". It also called for another Board of Directors' meeting on 10.12.2008. 5 matters were tabled for discussion, including "the unilateral and wrongful action of" the 1^st Defendant in demanding the resignation of the former Company Secretary, "the unilateral and wrongful action of " the 2^nd Defendant in relation to the change of address of registered office of 6^th Defendant, and, termination of one of the drivers and withdrawal of use of company vehicles.

4. All the meetings went on as called. The Plaintiff did not attend the meeting on 24.11.2008 but all parties attended the 2 meetings scheduled for 10.12.2008. The Plaintiff's 5 resolutions were defeated at the EGM whilst the 5 matters put up for discussion on 10.12.2008 were discussed but not resolved to the Plaintiff's satisfaction. The meeting of 24.11.2008 agreed on the appointment of the 5^th Defendant as Company Secretary and to the change of registered address of the 6^th Defendant.

5. Being dissatisfied with the decisions taken at the meeting of 24.11.2008 the Plaintiff proceeded to file this application challenging the validity of those decisions. The application is made under section 368A Companies Act 1965 which provides that:-

"(1) Where a person is engaged, is engaging or intends to engage in conduct that constituted, constitutes or would constitute:-

(a) a contravention of this Act;

(b) an attempt to contravene this Act;

(c) an attempt that aids, abets, advises or procures a person to contravene this Act;

(d) an attempt to induce, whether by threats, promises or otherwise, a person to contravene this Act;

(e) an attempt by which any person would be in any way, directly or indirectly, knowingly concerned in, or partly to, the contravention by a person to this Act; or

(f) an attempt of conspiracy with others to contravene this Act,

the Court may, on the application of the Registrar, or of a person whose interests have been, are or would be affected by the conduct, grant an injunction, on such terms as the Court thinks appropriate, restraining the first-mentioned person from engaging in the conduct and, if in the opinion of the Court it is desirable to do so, requiring that person to do any act or thing."

6. The primary order sought by the Plaintiff is a declaration that the Board of Directors' meeting held on 24.11.2008 at 11.00 a.m. at Room No. 2 Oxford Business Centre, Level 3, Holiday Villa Hotel & Suites, Subang Jaya, Selangor and all resolutions purportedly passed at that meeting are null and void. In the event this order is granted prayers (b), (c) and (d) are ancillary orders.

7.