(ii) any person between whom and any party to the cause or matter there may exist a question or issue arising out of or relating to or connected with any relief or remedy claimed in the cause or matter which, in the opinion of the Court, would be just and convenient to determine as between him and that party as well as between the parties to the cause or matter. S/N eXEgDFh2zkix50rxYjCsuA [15] The applicant argues that common law has held that leave to intervene would be granted, where the applicant’s rights and/or liabilities will be affected by the outcome of the action/proceedings he seeks to intervene and referred to the cases: - i. Pegang Mining Co Ltd v Choong Sam & Ors [1969] 2 MLJ 52 PC (“Pegang Mining”) ii. Hong Leong Bank Bhd (formerly known as Hong Leong Finance Bhd) v Staghorn Sdn Bhd and other appeals [2008] 2 MLJ 622 FC (“Staghorn”) [16] The applicant further goes on to argue that in Goh Choon Kim v Chan Eng Leong & Anor [2022] MLJU 1890 HC (“Goh”), the context of an application for leave to initiate a derivative action on behalf of a company, the High Court recognised the director’s legal interest therein and that he would be adversely affected by said derivative action. As such, the High Court allowed the director to intervene in the leave application. “[32] It was this court’s finding that, based on the facts of this case, the Proposed Interveners had shown that they have an interest and fall within the ambit of being “adversely affected” or “aggrieved person” to defend this action and not “mere busy body.” The Proposed Interveners have a sufficient and legal interest in the said S/N eXEgDFh2zkix50rxYjCsuA company. This court is not functus officio and can set aside this ex-parte order dated 24.11.2021. ….. [34] This court found that the Proposed Interveners had a legal interest in the subject matter and allowed them to intervene.” [17] On one hand, this Court must retain its flexibility, and the other, refrain from permitting intervention merely because a party might be commercially advantaged or disadvantaged by one outcome or another. In my view, the applicant’s primary contention is that his personal rights and liabilities will be directly affected by the outcome of this derivative leave application is somewhat misplaced. [18] The Court’s power to order joinder or allow intervention governed by O.15 r.6(2)(b) Rules of Court 2012, above must be exercised judiciously in accordance with established common law principles. I believe in short, the restrictions for the proposed intervener’s rights should encompass the following:- I. To maintain procedural discipline and avoid unnecessary complications; S/N eXEgDFh2zkix50rxYjCsuA II. To prevent abuse of process where parties attempt to intervene solely to delay proceedings or for strategic gains; and III. To uphold the integrity of the judicial process by ensuring only those with genuine and substantial interest participate actively. [19] Moving on to the nature of this application which seeks permission to commence a derivative suit in the name and benefit of Envi, the outcome of this leave application does not itself determine the applicant’s personal liability. If leave is granted, the proper course is for the company or the Plaintiff in this derivate suit to commence substantive proceedings in which the putative defendants, including the applicant, will be defendants. The applicant then, has the right to defend himself fully or apply for summary disposal, or adopt any other procedural step available to a defendant. [20] This is the usual and correct channel for protecting the applicant’s substantive rights and is consistent with the rationale and reasoning accepted in by our courts in case of Dato’ Seri Timor Shah Rafiq. In short, Robiei has not shown that his legal rights will be directly and presently affected by the leave determination so as to justify intervention now. S/N eXEgDFh2zkix50rxYjCsuA [21] The applicant further went on to argue, that it is not only proper, but necessary, in the interests of natural justice and procedural fairness to allow Robiei to intervene in so far as to, answer the allegations made against him and raise relevant issues to challenge the Plaintiff as in the case of Wong Cheng Houng v Hoe Poh Lin & Anor [2024] MLJU (Wong Cheng Houng). The Court of Appeal set aside the High Court’s order granting leave to commence derivative action as inter alia, the applicant had failed to name and include the director of the company in the leave application. [22] On this note, I have to agree with the Plaintiff’s arguments, that the case of Wong Cheng Houng, is distinguishable. Based on the facts, the intervener’s application arose in context of leave to defend against a winding-up petition, on behalf of the company. The Appellant and 1st Respondent were the only directors of the 2nd Respondent company. By contrast, the present case is entirely different, where the Plaintiff is a minority shareholder with no control over Envi’s Board and the Defendant company, has appointed solicitors and is actively represented, including having filed Envi’s Affidavit if Reply to oppose the Plaintiff’s Derivative Leave OS. [23] To further support the Plaintiff’s arguments, two case laws from foreign jurisdiction was furnished on a persuasive note, firstly the Canadian case of Lederer v. 372116 Ontario Ltd., 53 O.R. (3d) S/N eXEgDFh2zkix50rxYjCsuA 203 which held that putative defendants are not entitled to intervene at the leave stage unless exceptional circumstances can be shown. The reasoning for this was, among others: “[16] Third, if the appellants are excluded from the application for leave, their downstream rights as intended defendants are nevertheless fully protected. Once the action is commenced, they will be able to attack the proceeding against them as frivolous or vexatious, move for summary judgment, or take any other steps available to a defendant in any lawsuit. In so doing they will be able to make the same sorts of submissions that they indicate they wish to make on the leave application. Hence it is of no moment that the application for leave may go unopposed. [17] Finally, it is hard to see why intended defendants in a derivative action should have any earlier opportunity to stop the proceedings than defendants in other proceedings just because the derivative action requires a leave application before it is begun.” [24] Secondly, in the Australian case of Carpenter v Pioneer Park Pty Ltd; ANZ Banking Group [2004] NSWSC 973, the court decided that there is no necessity for the Applicant to participate in an application for leave to commence a derivative action: - S/N eXEgDFh2zkix50rxYjCsuA [17] The intended defendant in the proposed proceeding no doubt has an interest of a general kind in the question whether leave should be granted under Part 2F.1A. If leave is granted, that person will be sued (or is likely to be sued). If it is not granted, the person will not be sued, at least at the instigation of the person who has failed to obtain leave under Part 2F.1A. But this cannot, in my view, form a basis for intervention under Part 8 rule 8. I accept, in this respect, the submissions made by Mr Garnsey. The question whether leave should be granted under Part 2F.1A can be decided perfectly well in the absence of the intended defendant. No legal liability or other legal consequence will accrue to that person by any grant of leave. The presence and involvement of the person when the leave question is argued is in no sense “necessary” to an effectual and complete determination of the matters with which Part 2F.1A is concerned.” [18] In saying this, I am conscious of the fact that the intended defendant might place before the court perspectives on the proposed litigation that are not available from the applicant for Part 2F.1A leave. But, in the absence of some established interest as such, an ability to be potentially helpful in a proceeding is not sufficient to satisfy the “necessary” criterion in Part 8 rule 8(1)(b). S/N eXEgDFh2zkix50rxYjCsuA [19] If Mr. Carpenter is successful in obtaining a grant of leave under Part 2F.1A and exercises that leave by commencing proceedings on behalf of the Company against ANZ, it will be open to ANZ to make such applications as it thinks fit with a view to having the proceedings struck out or stayed. ANZ will be able to ventilate in that way any view it has that the proceedings, as eventually pursued, lack substance or are motivated by some ulterior or improper purpose. It may also be able to ventilate any view that there was no jurisdiction to grant the leave under Part 2F.1A upon which Mr. Carpenter relies. These avenues will be available to ANZ in the way in which they are available to any litigant.” [25] The Applicant’s reliance on the Police Report and a proposed forensic audit does not demonstrate exceptional circumstances necessary for intervention. The Plaintiff’s good faith and whether leave is prima facie in the company’s interest are questions the Court will adjudicate on the available evidence in due course. [26] As mentioned above, this Court should not convert the leave hearing into a mini‑ trial on the merits. The Court accepts that the Applicant’s allegations are presently untested and, in any event, its more appropriately considered if at all, in the substantive proceedings that follow a grant of leave. S/N eXEgDFh2zkix50rxYjCsuA Conclusion [27] Cases of Pegang Mining, Staghorn, Tai Choi Yu, Goh and other subsequent authorities, establishes the requirement of sufficient interest directly affected and/or interventions are necessary to prevent injustice. The Applicants bear the burden of establishing the necessity and any exceptional circumstances and in my opinion, in this case, the applicant has not discharged that burden. Although he is a director and shareholder, that alone is insufficient to establish entitlement to intervene at the leave stage. [28] Courts have consistently emphasized that intervention by putative defendants is not a right but a privilege that is granted only upon satisfying the court that exceptional circumstances exist. This cautious approach safeguards the fairness of proceedings and prevents frivolous or strategic interventions. [29] Jurisprudence from comparable jurisdictions including Lederer v. Ontario Ltd decided by the Ontario Court of Appeal and Carpenter v Pioneer Park Pty Ltd by the Supreme Court of New South Wales, are authorities that recognizes, that the intended defendants in derivative leave proceedings are ordinarily not entitled to intervene at the leave stage except in exceptional circumstances, because their substantive rights and remedies are adequately protected if the derivative action is commenced. S/N eXEgDFh2zkix50rxYjCsuA [30] The Malaysian authority in the case of Dato’ Seri Timor Shah Rafiq states that the court's focus is on whether the Plaintiff has satisfied the statutory requirements for leave and not to conduct a mini trial. For the reasons above, I dismiss Enclosure 7 with cost as the Applicant has not satisfied this court that his joinder is necessary or that his rights or liabilities will be directly and presently affected. 13 JANUARY 2026 SHOBA DORAI RAJAH Judicial Commissioner Kuala Lumpur High Court (Commercial Division) S/N eXEgDFh2zkix50rxYjCsuA Counsel: For the Applicant: Kimberly Teh Zhe Wei (Messrs Thomas Philip (Kuala Lumpur)) For the Respondent: Yee Jun Hong (JH Yee & Co. (Kuala Lumpur)) For the Intervener: Yip Yiu Junn (Jordan Teng Wei Peng) With her (David Teng & Co. (Kuala Lumpur)) S/N eXEgDFh2zkix50rxYjCsuA