LOW EAN NEE SNE MARKETING SDN BHD

LOW EAN NEE SNE MARKETING SDN BHD

The Court of Appeal held that the High Court erred in denying inspection on the merits because a director's right to inspect under s.245 is prima facie absolute and cannot be refused merely because the director is passive or hostile; however, because the appellant ceased to be a director by a directors' resolution after the High Court decision, she can no longer rely on s.245 or the Haw Par line of authority precluding ex-directors from invoking that statutory right, and therefore the appeal is dismissed without costs and High Court costs are set aside.

Citation
W-02(NCC)(A)-1925-10/2021 (Mahkamah Rayuan)
Parties
Appellant; Director; 50% Shareholder: Low Ean Nee; Respondent; Company: SNE Marketing Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
25 October 2023
Case Number
W-02(NCC)(A)-1925-10/2021 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (companies Law Director Inspection) / Court of Appeal Judgment (appeal Dismissed)
Outcome
Appeal dismissed
Legal Topics
Director's Right of Inspection, Companies Act 2016 S.245, Removal of Director, Ulterior Motive, Haw Par Principle (ex Director)
Source Language
Malay/English
Company Law Civil Procedure Corporate Governance Director's Right of Inspection Companies Act 2016 S.245 Removal of Director Ulterior Motive Haw Par Principle (ex Director)

Case Brief

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Parties

Low Ean Nee

Appellant; Director; 50% Shareholder

SNE Marketing Sdn Bhd

Respondent; Company

Procedural Posture

Civil Appeal (companies Law Director Inspection) / Court of Appeal Judgment (appeal Dismissed)

Legal Issues

  1. 1 Whether a director is entitled to inspect company accounting and other records under s.245 Companies Act 2016
  2. 2 Whether alleged past hostility/mischief by the director justifies refusal to allow inspection
  3. 3 Whether an ex-director may rely on s.245 or a prior court order for inspection (Haw Par)

Ratio Decidendi

The Court of Appeal held that the High Court erred in denying inspection on the merits because a director's right to inspect under s.245 is prima facie absolute and cannot be refused merely because the director is passive or hostile; however, because the appellant ceased to be a director by a directors' resolution after the High Court decision, she can no longer rely on s.245 or the Haw Par line of authority precluding ex-directors from invoking that statutory right, and therefore the appeal is dismissed without costs and High Court costs are set aside.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with no order as to costs
  • High Court costs set aside and if paid to be refunded to the appellant