JUDGMENT

Atan Mustaffa Yussof Ahmad J:

[1] Before the court is an application by a ship management company to intervene in proceedings where a minority director seeks leave to commence derivative proceedings against the company's majority directors and the ship manager regarding allegedly unsubstantiated increases in ship management fees. The application raises the question of whether a putative defendant in intended derivative proceedings should be permitted to intervene at the leave stage to oppose orders that may affect its contractual rights. The matter arises in the context of a joint venture company providing harbour tug services, where the ship manager's entitlement to annual fee increases under a ship management agreement has become contentious between the minority and majority directors.

Background Facts

[2] The Defendant, Nautilus Tug & Towage Sdn Bhd is a joint venture company between Azimuth Marine Sdn Bhd ("AMSB") (80% shareholding) and Nautical Supreme Sdn Bhd ("NSSB") (20% shareholding) established pursuant to a shareholders' agreement dated 15 March 2013.

[3] The Defendant's sole business is providing harbour tug services to Vale Malaysia Minerals Sdn Bhd ("Vale") under