JUDGMENT

Wan Muhammad Amin Wan Yahya J:

[1] This is the Plaintiff's application for leave to commence a derivative action against the Defendants under ss 347(1) and (2) and 348 of the Companies Act 2016 ("CA 2016")("this Application").

[2] The Plaintiff, Aurelia Joie Thai, is a director of the 1st Defendant, Maxter Glove Manufacturing Sdn Bhd., and seeks to bring an action on behalf of the 1st Defendant against the 2nd Defendant, Thai Kim Sim, who is also a director of the 1st Defendant.

[3] The application stems primarily from the acquisition of a Falcon 7X Aircraft ("the Aircraft") by the 1st Defendant at a purchase price of USD47,388,000, which the Plaintiff alleges was "bulldozed" through by the 2nd Defendant without proper board approval, followed by irregular accounting treatment of the acquisition.

A] Salient Background Facts

[4] The 1st Defendant is a wholly-owned subsidiary of Supermax Corporation Berhad ("SCB"), a public listed company with a public spread of shareholders. At the material time when the Aircraft acquisition was being considered, the 1st Defendant had only two directors: the Plaintiff and the 2nd Defendant.

[5] SCB's Board of Directors at the material time include