Darryl Goon Siew Chye JCA:

Introduction

[1] This appeal relates to a claim by the respondents, as former directors of the appellant Company, to be indemnified by the appellant for their legal expenses and costs incurred in having to defend two legal proceedings that were brought against them, both of which, it was claimed, were resolved in their favour. On 29 May 2019, the High Court in Kuala Lumpur allowed the respondents' claim. This then is the appellant's appeal against that decision.

[2] Specifically, the central issue in this appeal concerns the enforceability of a provision for indemnification of directors that is found in the articles of association of the appellant, a company incorporated pursuant to the provisions of the Companies Act of 1965 (" CA 1965"), prior to the coming into force of the Companies Act of 2016 (" 2016").

[3] Although under CA 2016, the memorandum and articles of association of a company incorporated prior to its coming into force are now known as the company's constitution, the term "articles of association" will continue to be used for the purposes of this judgment. This is largely because this case concerns, primarily, only the articles o