1. ) Lee Hyen Sip @ Simon v 1. ) See Hong Cheen @ See Hong Chen (BA-22NCvC-63-02/2025)

LEE HYEN SIP @ SIMON (No. K/P: 730709-12-5455)

ANEKA MEGA SDN BHD (No. Syarikat: 1374709-V)

MAJU BOSKU SDN BHD (No. Syarikat: 1374336-U)

GOLDEN LEADER SDN BHD (No. Syarikat: 1374347-X)

KUKUH MAJU SDN BHD (No. Syarikat: 1230089-V)

SUPER BEST SDN BHD (No. Syarikat: 1230098-T)

MASTER CITY SDN BHD (No. Syarikat: 1230082-M) …PLAINTIF-PLAINTIF

SEE HONG CHEEN @ SEE HONG CHEN (No. K/P: 500405-10-5371)

SEE FONG SENG (No. K/P: 641105-10-6515) 07/08/2025 16:44:18

LEGA MAJU ENTERPRISE SDN BHD (No. Syarikat: 1123744-M)

YW LEGA TAIPING SDN BHD (No. Syarikat: 1125071-A)

PASTI TUNAI JAYA SDN BHD (No. Syarikat: 609416-X)

NILAM MUHIBBAH SDN BHD (No. Syarikat: 523173-V) …DEFENDAN-DEFENDAN

This case concerns a contest between the 1st Plaintiff and the 1st Defendant over beneficial ownership of the corporate entities named as the co-parties in this action, all of these corporate entities being companies set up to operate licensed moneylending businesses.

On 13-6-2025, the 1st Plaintiff moved this Court for an ad interim order in terms of prayers (i) and (ii) of Enclosure 18 which reads as follows:

an Order that the 1st Plaintiff be allowed to inspect and to take copies of all cash and management accounts, cash books, moneylending agreements, tenancy agreements, customer records and/or business records (“Records”) of the 5th and 7th Plaintiffs and 3rd to 6th

(ii) an Order that an approved company auditor appointed by the 1st Plaintiff be allowed to inspect and/or take copies of the Records and/or other accounting records of the Companies subject to a written undertaking given to this Honourable Court that any information acquired by the said auditor during his inspection shall not be disclosed by him save to the 1st Plaintiff and/or his solicitors.

The orders sought were granted pending the inter partes hearing of Enclosure 18, which was set down for 11-8-2025 (“Ad Interim Order”). Despite a query from the Court at the time it was granted, the Plaintiffs did not seek the imposition of any timelines for the implementation of the Ad Interim Order.

The Defendants have appealed to the Court of Appeal against the Ad Interim Order and also applied in this Court to set it aside. These are the Court’s reasons for granting the Ad Interim Order. Procedural background

Enclosure 18 was filed as an inter partes interlocutory injunction application and in addition to prayers (i) and (ii) as set out above, it further sought a restraining injunction to restrain the Defendants and their servants/agents from obstructing the 1st Plaintiff’s entry into the Companies’ premises, access to CCTV recordings, counting monies kept on the premises or take copies of cash books, vouchers, records, money lending agreements or related documents of the Companies.

Counsel for the 1st Plaintiff sought an urgent return date and an ad interim injunction in terms of prayers (i) and (ii) on grounds that as a director of the Companies, section 245 Companies Act 2016 (“CA”) entitled him to the Orders sought, arguing that Court ordered access was needed arising from matters consequential to his pleaded case of alleged unlawful ouster from management and control of the Companies through breach of agreement, intimidation and unlawful interference by the 1st and 2nd Defendants since November 2024.

According to the 1st Plaintiff, while he was and remains to date, subject to all his attendant statutory duties as a director of the Companies, he has been denied access to the Records by the actions of the 1st and 2nd Defendants, and has since discovered alleged forgery of his signature, misappropriation of funds and other illegal activities in the businesses. He also complains of his inability to properly sign off on the statutory accounts.

As the Defendants had engaged and instructed counsel to appear on 13-6-2025, but had yet to file affidavits to record their objections to the prayers sought in Enclosure 18, the injunction in terms of prayers (i) and (ii) were in effect sought by the Plaintiffs as ex-parte orders to be granted on an ad interim basis, pending the full inter partes hearing of Enclosure 18. Limited Issue before the Court

Counsel for the Defendants who appeared on 13-6-2025 did not contest the fact that the 1st Plaintiff is a director of the Companies and is therefore entitled under section 245 of the CA to access to the requested Records. As it did not appear that the Defendants had any substantive or in principle objections for the 1st Plaintiff to have access to the Records, this Court stood the matter down for counsel for the parties to confer if the matter of access to the Records could be resolved amicably.

Counsel for the Defendants reported back that she had no instructions to provide any undertaking to the Court on the matter, and that parties were unable to agree upon the terms of facilitated access to the Records. Thus, the limited issue before this Court was whether, pending the inter partes hearing of Enclosure 18, the 1st Plaintiff, his solicitors and an approved company auditor should be given Court-ordered access to the Records of the Companies. Analysis and findings 11. Section 245 of the CA provides as follows: “(1) A company, the directors and managers of a company shall-

cause to be kept the accounting and other records to sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared; and

cause the accounting and other records to be kept in a manner as to enable the accounting and other records to be conveniently and properly audited.

A company, the directors and managers of a company shall cause appropriate entries to be made in the accounting and other records within sixty days of the completion of the transactions to which the entries relate.

The company shall retain the records referred to in subsection (1) for seven years after the completion of the transactions or operations to which the entries relate.

The records referred to in subsection (1) shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open for inspection by the directors.

Notwithstanding subsection (4), the accounting and other records of operations outside Malaysia may be kept by the company at a place outside Malaysia provided that such accounting and other records shall be sent to and kept at a place in Malaysia and be made available for inspection by the directors at all times.

The accounting and other records referred to in subsection (5) shall include such statements and returns with respect to the business dealt with in the records so kept as to enable the preparation of true and fair financial statements and any documents required to be attached to the financial statements.

If any accounting and other records are kept at a place outside Malaysia under subsection (4) or (5), the Registrar may require the company to produce those records at a place in Malaysia or determine the type and manner of the records to be kept in Malaysia.

The Court may, in any particular case, order that the accounting and other records of a company be open to inspection by an approved company auditor acting for a director, subject to a written undertaking given to the Court that information acquired by the auditor during his inspection shall not be disclosed by him except to that director.

The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.”

This Court took the view that under section 245 of the CA and by virtue of the 1st Plaintiff’s undisputed office as a director of the Companies, no reason was necessary for the 1st Plaintiff to have access to the Records of the Companies. Unless the 1st Plaintiff wanted to have access for a demonstrably ulterior purpose, there was no apparent justification for the Defendants’ refusal to facilitate the 1st Plaintiff’s peaceful access to the Records to fulfil his statutory duties.

Although the 1st Plaintiff did not frame Enclosure 18 as an application aimed at the preservation of evidence, this Court was also minded to grant the Ad Interim Order on a balance of convenience as it would preserve relevant documentary evidence which will likely be, in the Court’s view, ultimately discoverable in these proceedings. The Defendants’ refusal to cooperate in the circumstances invited scrutiny. Conclusions 14. The Ad Interim Order was granted for the reasons set out above. As noted, the Plaintiffs did not seek the imposition of any timelines for the implementation of the Ad Interim Order, which suggested to this Court at the time, that good sense would prevail between the parties.

These grounds have now been furnished in response to the appeal filed by the Defendants to the Court of Appeal against the grant of the Ad Interim Order, although it should be clear that it is not a final Order but by definition, subject to confirmation at the inter partes hearing of Enclosure 18. Bertarikh : 7 Ogos 2025 SGD ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA SHAH ALAM Peguam bagi pihak Plaintif-Plaintif: Ganesan A/L Nethiganantarajah (bersama Alicia Sabrina Gomez) Tetuan Tommy Thomas Peguam bagi pihak Defendan-Defendan: