Read the full judgment text of HCMP 2139/2018 on BabelCite. This Court of First Instance judgment was delivered on 4 March 2020 before Hon Harris J.
Companies Ordinance – annual general meeting – extension of time – section 610(5) – discretion – statutory purpose – board control – shareholder dispute – winding-up petition – derivative action – costs order nisi – The plaintiff, a 50% shareholder, applied for an extension of time to convene the annual general meeting to avoid losing board control due to the operation of Article 7 of the Articles of Association, which required all directors to retire at the meeting. The court held that the established principles for extending time were not apposite because the plaintiff's reasons were unconnected with the statutory purpose of the meeting, which is principally to put financial statements before members. The court declined to exercise its discretion to assist the plaintiff in retaining control of the board, which he had no right to retain under the Articles. Time was extended for 35 days to allow the company to convene a meeting if it wished, with a costs order nisi that the plaintiff pays the 1st defendant's costs.
Legal issues: Extension of time for annual general meeting
Outcome: Application for extension of time granted in part; time extended for 35 days to allow the company to convene an annual general meeting if it wishes.
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