JUDGMENT

Quay Chew Soon J:

Introduction

[1] The Plaintiff ("P") filed this originating summons on 16 August 2023. By the originating summons, P seeks for leave to commence a derivative action in the name of the 1st Defendant ("Company") against the 2nd Defendant ("D2") and the 3rd Defendant ("D3"). And to obtain the documents set out in prayer (c) of the originating summons.

[2] On 29 March 2024, I dismissed the originating summons. Here are the grounds of my decision.

The Complaints Of The Plaintiff

[3] The complaints of P can be summarised as follows:

(a) Complaint No 1. The RM42.6 million of directors' remuneration and other benefits paid to D2 and D3 for the financial years 2015 to 2020.

This is P's primary complaint. P alleges that the aforesaid directors' remunerations and other benefits were never approved by the shareholders of the Company. As such, art 67 of the Company's constitution and s 230(3) of the Companies Act 2016 have not been complied with.

(b) Complaint No 2. EPF (Employees Provident Fund) contribution to D2.

P alleges that there has been an excessive EPF contribution to D2 on the account of the Company, which exceeds the rate of 19% permissible for tax deduction provi