A director's right to inspect company documents is absolute but contingent upon serving company interests; misuse for ulterior motives can lead to denial of the request.

JUDGMENT

Adlin Abdul Majid JC:

A. Introduction

[1] The plaintiff filed this originating summons, seeking an order for her to be allowed to inspect and make copies of the defendant's accounting documents or records.

[2] The court dismissed the originating summons, for the reasons set out below.

B. Background Facts

[3] The plaintiff is a shareholder of the defendant, holding 50% of the shares of the defendant, while Dato' Seri Low Cheng Teik holds 39.7% of the shares of the defendant. Other shareholders are Low Hock Boon and Lau See Yoong.

[4] All shareholders, except Lau See Yoong, are related. Dato' Seri Low Cheng Teik is the plaintiff's uncle. Low Hock Boon is Dato' Seri Low Cheng Teik's son, and the plaintiff's cousin.

[5] The following events are central to the dispute between the parties:

a. On or about January 2019, the plaintiff visited the office of the defendant's company secretary. She searched and made copies of the defendant's documents, including documents that are the subject matter of this action.

b. On 12 March 2019, the plaintiff lodged a police report against Dato' Seri Low Cheng Teik and alleged, inter alia, that Dato' Seri Low Cheng Teik had wrongfully transferred a trademark belonging to the defendant to SNE Global Sdn Bhd. She further alleged that her signature had been forged and that the directors of the defendant has misappropriated the funds of the defendant.

c. Following the police report, on 16 April 2019, the defendant's premises was raided by the police, and documents were confiscated. Dato' Seri Low Cheng Teik was charged with criminal breach of trust ("Criminal Action"). He was however discharged and acquitted by the Sessions court. The prosecution's appeal to the High court was dismissed on 9 August 2021.

d. The plaintiff thereafter filed an action against the defendant and its directors, alleging oppressive conduct towards her ("Oppression Action"). The plaintiff claimed, inter alia, that the affairs of the defendant were not conducted in accordance with its articles of association, that the defendant had failed to secure a reasonable or better price for disposal of the defendant's assets, that there had been mismanagement in the defendant and that the funds of the defendant were not properly utilised. The High court dismissed the Oppression Action.

[6] On 27 October 2020, the plaintiff requested for a set of the defendant's documents as particularised in Annexure A of the originating summons ("Documents"). The Documents include the management accounts, all resolutions of the board of directors, general ledgers, profit and loss accounts and balance sheets of the defendant for the financial years 2016 to 2019.

[7] The defendant did not provide the Documents to the plaintiff. The reasons given for refusing this request are that the Documents are the subject matter of the Criminal Action and the Oppression Action, and the plaintiff would have been provided with copies of most of the Documents in the Oppression Action. Further, the defendant argued that resources utilised to comply with the plaintiff's request will interfere with the ongoing business operations of the defendant.

[8] The defendant further argued that:

a. At all times and from the inception of the defendant, Dato' Seri Low Cheng Teik, Lau See Yoong and subsequently Low Hock Boon were the driving force of the defendant's business.

b. The plaintiff played no role or part in the management of the defendant's business, and did not express any interest to participate in the management of the defendant. She did not visit the defendant's office or attend any product launches or other events organised by the defendant. At all times from the outset, the plaintiff excluded herself entirely by electing to stay away from the office of the defendant.

c. The Documents had always been available to the plaintiff, but the plaintiff did not show any interest in them.

d. The Documents should not be provided to the plaintiff, due to the plaintiff's mischievous conducts in