A director's right to inspect company records is absolute and cannot be denied without clear evidence of improper intent or ulterior motives.

Introduction

[1] This is the Plaintiff's application in encl 1 for inspection of the Defendant's accounting and other records pursuant to s 245(8) of the Companies Act 2016 (" CA ").

[2] As a brief background of facts, the Defendant is a company incorporated on 23 November 2016 and primarily involved inter alia in carrying out the business of marine services, ship lay-up and anchorage area services.

[3] At the time of its incorporation, the following individuals are the directors and shareholders of the Defendant:

(a) Mohamed Farouk Bin Abdullah ("Farouk"); and

(b) Muhamad Suhaimi Bin Abu Bakar ("Suhaimi").

[4] On 16 August 2019, Suhaimi resigned from being a director and relinquished his shares in the Defendant. Following thereto, the Plaintiff and Faizal Khalid Bin Ismail ("Faizal") were invited and appointed to be the directors of the Defendant.

[5] In view of this new composition, an arrangement was made to transfer certain number of shares to the Plaintiff and Faizal as well as the allotment of new shares to all shareholders of the Defendant. At present, the following are the shareholders' composition within the Defendant:

(a) the Plaintiff - 500,000 unit shares (50%);

(b) Farouk - 400,000 unit shares (40%); and

(c) Faizal - 100,000 unit shares (10%).

[6] In exercise of his duties as a director, the Plaintiff had on sometime around June 2022 requested for the accounting and other records of the Defendant ("Accounting and other Records") for his inspection to understand the financial status of the Defendant.

[7] The Plaintiff came to realize that the Defendant had issued a Notice dated 29 June 2022 ("Notice") to its auditor, Messrs Zulfahmy & Co and its company secretary, Messrs RTMA & Associates PLT to prevent them from submitting any Defendant's documents, particularly the Defendant's financial document to any party including the Plaintiff and shareholders of the Defendant.

[8] The Notice was signed by two other Defendant's directors, Farouk and Faizal. The Notice was also issued without the Plaintiff's prior notice, despite him being one of the directors of the Defendant. The Plaintiff alleged that this clearly shows the Defendant's intention to prevent the Plaintiff's access to the Defendant's financial documents, including the Accounting and other Records of the Defendant.

[9] According to the Plaintiff, despite the Plaintiff's numerous requests to inspect the Accounting and other Records of the Defendant, all of his requests were not attended to by the Defendant and/or its board of directors. When the Plaintiff requested for the Accounting and other Records from the board of the Defendant, he was informed that the documents would be available during the general meeting which would be held on 4 July 2022. However, the general meeting that should have been held on 4 July 2022 was postponed by the Board of the Defendant.

[10] On 30 August 2022, the Plaintiff issued a notice to the Defendant's Secretary, Puan Fahdlina binti Saad in respect of his request as a director of the Defendant, to hold the Board of Directors' Meeting on 19 September 2022 to discuss the financial position of the Defendant. The meeting was however postponed on the very same day.

[11] The Plaintiff also discovered other dubious circumstances and/or irregularities surrounding the management of the Defendant which led to the filing of the application herein, including:

(a)unknown transactions entered into by one of the directors namely Farouk, without proper authorization of the Board of the Defendant; and

(b)the discrepancy between the operat