Zakaria Yatim J:

[1] This is an application by the defendants for an order of the Court that an order made on January 11, 1984 granting leave to the plaintiffs to issue a writ and leave to serve the notice of the writ on the defendants in Singapore be set aside.

[2] The plaintiff company carries on business in Malaysia and its registered office is at No 84, Jalan Ampang, Fourth Floor, Denmark House, Kuala Lumpur. The first defendant is a company which carries on business in Singapore and its registered office is at No 6 Cecil Street, Singapore. The second, third, fourth and fifth defendants are residents in Singapore. In 1978 the plaintiff company was a subsidiary of the first defendant company. The plaintiffs averred that the first defendant company was represented at the board of directors of the plaintiff company by the second, third, fourth and fifth defendants, who were senior officers in the first defendant company.

[3] The third defendant was the Managing Director, the fourth defendant was the General Manager and Director and the fifth defendant was the Executive Director. On January 12, 1978 the third meeting of the board of directors of the plaintiff company was held at the Company's Board Room at 54, Jalan Pudu, Kuala Lumpur (hereinafter "the said meeting"). The second, third, fourth and fifth defendants were present at the said meeting. During this meeting, the auditor expressed the view that the sum of $2,001,725.09 provided in the accounts for claims in respect of policies issued from October 1, 1975 to September 30, 1976 might not be sufficient to meet claims arising from such policies. The second, third, fourth and fifth defendants undertook to be responsible for any shortfall. The plaintiff company averred that the first defendant company was liable to pay the plaintiff company a sum of M$2,817,395.07 being the shortfall by the plaintiff company. The first defendant company denied any liability.

[4] On November 11, 1984, the plaintiff company filed a writ against the defendants in the High Court, Kuala Lumpur. On the same date, the plaintiffs obtained an order from the Senior Assistant Registrar allowing them to issue a notice of the writ and to serve it on all the defendants in Singapore. The present application is to set aside the order of the Senior Assistant Registrar.

[5] The order granted by the Registrar was made pursuant to O 11 r 1 of the Rules of the High , 1980. In their affidavit in support of their application for the order dated November 11, 1984, the plaintiffs averred that they had a good cause of action against the defendants in that their claim arose out of a breach of contract made within jurisdiction. According to the plaintiffs the contract was concluded during the said meeting of the board of directors of the plaintiff company, where the second, third, fourth and fifth defendants were present as representatives of the first defendant Company. Page 8 of the minutes of the said meeting contains the following:

"The matter was discussed at length by the Board, Mr Chow Cheng Hoi informed the Board that before the adjustments on unexpired risks reserve between the parent company and the Company were decided upon several discussions took place between the Directors and the Auditors. Messrs Coopers & Lybrand was consulted on the tax implication on the basis of the adjustments and clarification was also sought from Inland Revenue Department. It appears that the Company should only take over 3 months of the reserve for the unexpired risks in respect of the policies issued by the former branches of the parent company in Malaysia. On the proposal of Mr Ong Chay Tong seconded by Mr Nathan, it was resolved that the parent Company undertake to guarantee any shortfall in excess of $2,001,725.09 as provided in the accounts of the Company so that all liabilities arising from policies issued before December 31, 1976 will be fully met by its parent company."

[6] It was conceded by Counsel for the plaintiffs