A director has a fiduciary duty to provide company documents necessary for legal compliance, and procedural objections based on the documents' adequacy are often unfounded.

Introduction

[1] There are no grounds of judgment from the High Court ("HC"). Hence, we did not have the benefit of understanding the reasons supporting the decision of the same when we heard this appeal.

[2] The Appellant is appealing against the decision of the HC which allowed the Respondent's application in encl 1. This Encl is for the Appellant to provide the Respondent the following:

(a) All documents relating to tax assessment for the years 2015 till 2019;

(b) All documents such as company's account books, company's ledger and other company's documents for the years 2019 and 2020;

(c) All relevant documents pertaining to the Respondent since its inception; and

(d) Information pertaining to the Respondent's bank accounts and to hand over all documents pertaining to bank accounts' statements, fixed savings certificates and cheque books opened in the Respondent's name.

[3] The Appellant in turn had filed an application pursuant to O 18 r 1(a), (b), (c) and (d) to strike out the Respondent's claim against her (Encl 6 in the HC). This application was dismissed by the same HC and the Appellant had filed an appeal against this decision. However, this appeal was withdrawn before us.

Brief Facts

[4] The Appellant was appointed as one of the directors of the Respondent on 26 July 2020 to replace her husband Soon Eng Kooi ("Soon") who passed away on 2 July 2020. The Appellant to date is still one of the directors and shareholders of the Respondent.

[5] Soon was given full control to manage and administer the Respondent.

[6] The Respondent claimed that all relevant documentation pertaining to the Respondent were under the care and control and custody of the Appellant after the death of Soon.

[7] The Appellant denied having all the documentation, in particular the ledger and statement of accounts of the company and had filed the Notice of Application (encl 6) to strike out the Respondent's claim.

[8] The Appellant further alleged that the Respondent's representatives had taken possession of all the documentation claimed in this Originating Summons during the moving process from the rented premises at No 1 Persiaran Pantai Jerjak, Taman Sri Jerjak, Sungai Nibong Bayan Lepas Pulau Pinang ("said premises"). The Respondent denied the said allegations.

[9] It is an undisputed fact that the Respondent had rented the said premises in which the Appellant is one of the registered owners and landlords. Further, the keys to the said premises were under the Appellant's care and control after the demise of her husband, Soon. The fact of ownership of the said premises is not in dispute.

[10] The Appellant had also filed a winding up action against the Respondent vide Winding Up Petition No PA-28NCC-19-02/2021 claiming suppression by the other shareholders of the Respondent against her and that 90% of the shares was held by other registered shareholders as proxy on behalf of Soon. The said matter is still pending hearing.

[11] One of the reasons for the Respondent to make this claim against the Appellant is that LHDN had reviewed the tax submission for the years 2015, 2016, 2017, 2018 & 2019 in which the Respondent had to make further payments of RM1.1 million. The Respondent at that juncture had no documents whatsoever and had requested the same from the Appellant. The Appellant through her solicitors, Messrs Azwar & Associates had advised the Respondent to contact Bizline Corporate Consultancy Sdn Bhd or Messrs NCH & Co in which a Ms Lee Kin Nai had informed Encik Abd Samad bin Ahmad (deponent of the Respondent) that all documentation pertaining to the tax assessment had been returned to the late Soon. The Respondent till to date had yet to file the audited account for year 20