A director's right to inspect company records is absolute under Section 245 of the Companies Act 2016 and is not contingent upon active management involvement, provided the request is made in good faith.

Introduction

[1] This is an appeal against the decision of the Learned Judicial Commissioner dated 28 September 2021 dismissing an application by the Appellant made under s 254 of the Companies Act 2016 ("the Application") that she be allowed to inspect the accounting and other records of the Respondent for the financial years 2015-2019. The decision of the High Court which gave rise to the present appeal is reported as Low Ean Nee v. SNE Marketing Sdn Bhd 2022 MarsdenLR 18 ; [2022] 4 AMR 843.

[2] The Respondent is a multi-level direct marketing company which supplies food supplements, nutritional supplements, and dietetic substances for medicinal use that bear the trademark SNE and its variants thereof. At the material time when the Application was made, the Appellant was a shareholder and a director of the Respondent. She is still a shareholder of the Respondent.

[3] The Appellant was "removed" as a director of the Respondent on 9 December 2021. Her removal as a director was done via a directors' resolution. As such, after the High Court had delivered its decision and after Notice of Appeal in respect of the instant appeal was filed, the Appellant "ceased" to be a director. The first question in this appeal pertains to the merits of the Application and the issue is whether, as contended by the Appellant, the Learned Commissioner had erred in law in dismissing the Application. The second question arises out of the Appellant's removal as a director post the High Court's decision. The question is whether by reason of the principle that was enunciated by the Singapore Court of Appeal in the case of Haw Par Bros (Pte) Ltd v. Dato Aw Kow 1973 MarsdenLR 33 ; [1973] 2 MLJ 169 (SGCA), the Appellant, being an "ex-director" (with effect from 9 December 2021), is not entitled to seek the statutory right of inspection under s 254 of the Companies Act 2016.

Background

[4] At all material times, the Appellant was, and still, is a shareholder of the Respondent. She has been a director of the Respondent since 22 May 2003. The Respondent's shareholders and directors (as at 24 March 2021), are as follows:

(i) Low Ean Nee (the Appellant) - 50% (Director)

(ii) Low Cheng Teik ("LCT")* - 39.7% (Director/Chairman)

(iii) Low Hock Boon (son of LCT)** - 10% (Director)

(iv) Lau See Yoong - 0.3% (Director)

* LCT is the Appellant's paternal uncle

* * Low Hock Boon is the Appellant's cousin

[5] The Appellant sent letters requesting the Respondent to allow her to inspect the Respondent's accounting documents or records as particularized in Annexure A to the Originating Summons dated 7 April 2021 ("the Documents").

[6] The Appellant's request for inspection was made against the backdrop of various actions which she had earlier taken vis-a-vis LCT and/or the other direc