LOW EAN NEE v. SNE MARKETING SDN BHD
COURT OF APPEAL, PUTRAJAYA
S NANTHA BALAN JCA
HASHIM HAMZAH JCA
CHOO KAH SING JCA
[CIVIL APPEAL NO: W-02(NCC)(A)-1925-10-2021]
25 OCTOBER 2023
[2023] CLJ JT (22)

Abstract – The right of inspection of company's accounts and other records may only be exercised by a director holding office. Such right, which is an absolute right, flows from his office as a director and enables him to properly perform his duties as a director, exercised for the benefit of the company. In exercising the right of inspection, the director need not demonstrate any particular ground or 'need to know' as a basis. However, once the person ceases to be a director, the statutory right of inspection also ceases.

COMPANY LAW: Directors – Authority – Right to inspect company's accounting and other records – Whether absolute right of director – Whether concomitant of fiduciary duties of good faith, care, skill and diligence – Whether company mandatorily obliged to allow inspection – Whether director required to provide covenant or reasons for inspection – Whether lodgement of report against other directors of company construed as improper motive against company – Whether director intended to injure company – Whether amounted to disqualification for application under s. 245 of Companies Act 2016

COMPANY LAW: Directors – Removal – Application under s. 245 of Companies Act 2016 for inspection of company's accounting and other records – Whether absolute right of director – Whether right exists due to nature of director's duties and to enable him to properly perform his duties as director – Whether right lapsed upon removal of director