Directors possess an absolute right to inspect company records without needing to justify their request unless clear evidence of ulterior motives is presented.

[1] This is an application by a director to inspect and make copies of the financial records of the company he serves, and for the appointment of an auditor to assist him for such purpose.

[2] I granted the application at the conclusion of the hearing, and highlighted the key grounds for my decision. This judgment contains the full reasons for my decision.

Key Background Facts

[3] The reliefs sought by the plaintiff are straightforward enough. He seeks, in Enclosure 1, an Order that:-

(i) The accounting and other records ("Accounting Records") of the defendant be open to inspection and be available for copying by an approved company auditor for the plaintiff; and

(ii) The defendant do supply to the plaintiff a copy of the accounting records listed in Annexure B to Enclosure 1.

[4] It is noted that in support of Enclosure 1, the plaintiffs agent, being an approved company auditor has provided the requisite undertaking to this Court that information acquired during the inspection shall not be disclosed except to the plaintiff.

[5] The plaintiff is a director of the defendant. This is an undisputed fact. Neither has the defendant any complains about the status of the directorship of the plaintiff, in that the latter is a non-executive director and is one of the nominee directors for the minority shareholder of the defendant, namely Nautical Supreme Sdn Bhd ("NSSB"). The majority shareholder of the defendant, Azimuth Marine Sdn Bhd ("AMSB"), controls the board of directors of the company by virtue of having the right to appoint more nominee directors.

Essence Of The Stance Of The Litigants

[6] It is the contention of the plaintiff that he had on numerous occasions, either by email communication or during the board meetings on 12 August 2015, 19 August 2015, 17 September 2015, 27 September 2015, 30 October 2015, 13 November 2015, 7 March 2016 and 1 April 2016 requested for a copy of certain of the Accounting Records, as particularized in Annexure B of Enclosure 1. It is important that the information for which copies of documents are requested by the plaintiff be fully set out. These are as follows:-

"Lists of documents

A. Harbour tugs costs - RM68,500,000

1. Progress claims and/or invoices from Shin Yang Shipyard made up to USD68,500,000.

2. Payment vouchers/bank and/or advice/cheque image or any other mode of payment with supporting documents from banks paid to Shin Yang Shipyard.

3. Working and/or computation of late delivery chargers (for delay in delivery of harbor tug boats).

4. Supporting documents of rebates received from Shin Yang Shipyard.

B. Interest during construction (EXIM) - USD1,608,963

1. All statement of loan document from EXIM Bank.

2. Working for amount of interest capitalized for FYE2013 - FYE2015.

C. Interest during construction (shareholders advance) -USD1,250,772

1. Working for amount of interest accrued (capitalized) and/or expensed off) for FYE2013 - FYE2015.

D. Supervision fee & pre-operating expenses - USD1,423,095

1. Breakdown between supervision fee and pre-operating expenses.

2. Detailed computation of supervision fees to arrive at the amount capitalized and payable to Azimuth Ship Management Sdn Bhd.

3. What is the amount outstanding as at 30 September 2015.

4. Invoices for all pre-operation expenses.

5. Any supervision fees not yet taken up as at 30 September 2015.

E. Mobilisation pre-operating expenses - USD770,000

1. Invoices and payment vouchers for mobilization pre-operating expenses.

F. Legal fee - USD283,039

1. Invoices and payment vouchers for legal fees.

G. Advisory fee paid to Nautical Supreme Sdn Bhd - USD155,433

1. Detailed computation of amount capitalized.

2. What is the amount outstanding as at 30 September 2015.

H. Fuel on board - USD108,942

1. Invoices and payment vouchers for fuel on board.

I. Insurance premium for harbor tug boats

1. In