A director has an almost absolute right to inspect company accounting records without needing to justify the request, and the burden is on the company to prove ulterior motives for denying access.

JUDGMENT

Wong Chee Lin J:

[1] This is an application by the Plaintiff as a director of the Defendant pursuant inter alia to s 245 of the Companies Act 2016 ("the Act") for an Order that:

a) The accounting and other records ("Accounting Records") of the Defendant be open for inspection and be available for the approved company auditor acting for the Plaintiff to make copies and/or take extracts; and

b) The Defendant to supply to the Plaintiff a copy of the accounting records listed in Annexure B in Enclosure 2 within 7 days from the date of being served with this Order.

[2] The following provisions of the Act are relevant to this application:

a) Every Company shall keep Accounting Record

245. (1) A company, the directors and managers of a company shall:

(a) cause to be kept the accounting and other records to sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared; and

(b) cause the accounting and other records to be kept in a manner as to enable the accounting and other records to be conveniently and properly audited.

b) The Directors of the Company are entitled to inspect the account

245. (4) The records referred to in subsection (1) shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open for inspection by the directors.

c) The Court may order inspection of the accounting records by an approved auditor acting for a director

245. (8) The Court may, in any particular case, order that the accounting and other records of a company be open to inspection by an approved company auditor acting for a director, subject to a written undertaking given to the Court that information acquired by the auditor during his inspection shall not be disclosed by him except to that director.

d) Inspection of documents and records to be kept by company and made available for inspection by any person who is entitled and to make copies or take extracts of it

48. (1) Any document and record that is to be made available for inspection under this Act, shall be made available for inspection by any person who is entitled to inspect such document and record at the registered office of a company or any other place allowed by this Act.

(2) A company shall provide proper facilities to enable the documents and records to be inspected.

(3) The person who is entitled under this Act to inspect the documents and records referred to in subsection (1) shall be allowed to make copies or take extracts from the documents and records.

[3] In addition to the statutory provisions, the law on the directors right to inspect Companys account is settled in the leading Court of Appeal decision in Dato Tan Kim Hor & Ors v. Tan Chong Consolidated Sdn Bhd, 2009 MarsdenLR 3076 where Low Hop Bing JCA in delivering the judgment referred to the common law and a leading Singapore Court of Appeal authority on the subject in the following manner:

"(1) the right of a director of a company to inspect its accounting and order records is a right existing at common law and is recognised in s 199 of the Companies Act. Such right is a concomitant of the fiduciary duties of good faith, care, skill and diligence which the director owes to the company, and as such, like other rights and powers must be exercised for the benefit of the company. The obligation of the company to allow inspection by its director is mandatory;

(2) this right has been described as being absolute. A director is prima facie entitled to inspection and is not required to demonstrate any particular ground or need to know as a basis: Molomby. So long as the right is exercised for the proper performance of the directors duties to the company and not with a view to causing any detriment to the company, it is in that sense absolute...

(3) there is no residual discretion in the Court to refuse inspection. Where the Cour