TSAI SHAO CHUNG v. ASIA TELEVISION LTD AND OTHERS

HCMP 749/2011

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 749 OF 2011

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BETWEEN

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REASONS FOR DECISION

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1.  On 16 September 2011, I made orders in favour of Mr Tsai Shao-chung (“the Applicant”) requiring Asia Television Limited (“ATV”), Mr Shing Pan Yu, James (“Mr Shing”) and ATV Secretarial Company Limited (“ATV Secretarial”), who were respectively the 1^st, 2^nd and 4^th Respondents to the application, requiring them to provide the Applicant with access to various documents of ATV, and to allow him to inspect and take copies of such documents. When making the orders, I gave brief reasons for doing so, and indicated that I would provide more detailed reasons if either party should require them. At the end of the hearing, Mr Anson Wong, who appeared for ATV and Mr Shing, indicated that his clients wished to have detailed reasons for my decision, as they intended to appeal against it. These are those reasons.

2.  The Applicant is a director of ATV, and makes the application pursuant to both section 121(3) of the Companies Ordinance and to his rights under the common law.  At the hearing, he was represented by Mr Manzoni.  ATV and Mr Shing, represented by Mr Anson Wong, resisted the application. ATV Secretarial took no part at the hearing, having earlier indicated that it was willing to abide by whatever order the court might make against ATV and Mr Shing.  The application was originally also made against Ms Ng Michelle Yue-wei (who was the 3^rd Respondent), but the proceedings against her were withdrawn following her resignation as Company Secretary of ATV shortly after the commencement of these proceedings.

3.  The application is made against a background of litigation between, effectively, Mr Tsai Eng-ming (the Applicant’s father) (“Mr Tsai”), Messrs Payson and Johnson Cha (“the Cha brothers”) and Mr Wong Shing (“Mr Wong”) relating to control of ATV.  There are currently two High Court actions in progress – HCA 317 of 2010, in which Mr Tsai seeks to prevent the issue of convertible bonds by ATV to Mr Wong or companies controlled by him on terms which Mr Tsai alleges would be in breach of the terms of a shareholders’ agreement between the shareholders in ATV and ATV itself; and HCA 773 of 2010, in which Mr Tsai seeks to prevent the Cha brothers from selling their stake in ATV to Mr Wong on the ground that this would, according to Mr Tsai, involve the breach of express or implied terms of an agreement between them (or companies controlled by them) entered into when Mr Tsai first invested in ATV through a company controlled by him.  In each of these proceedings, Mr Tsai has obtained interim injunctions to prevent the matters complained of from being done prior to the parties’ respective rights being determined after trial.

4.  The background to these actions is complex, but for present purposes, it will suffice to note that prior to Mr Wong coming on the scene, ATV had four main groups of shareholders.  Its major shareholder was a company called Antenna Investments Limited (“Antenna”), holding just over 47% of its issued shares.  Antenna’s share capital was divided into two classes – its A shares (which had voting rights, but no economic interest in the company) were owned as to 51% by a company controlled by the Cha brothers and as to 49% by a company controlled by Mr Tsai, while its B shares (which had the economic interest, but no voting rights) were wholly owned by the company controlled by Mr Tsai.  The reason for this structure was a need to comply with provisions of the Broadcasting Ordinance which place restrictions on the ability of non-Hong Kong residents to own controlling interests in local television stations.  The remainder of the shares in ATV were divided between three parties – one of which was a company controlled by the Cha brothers, the other two being mainland investors.  To regulate their relationship in respect of Antenna, its shareholders entered into a shareholders agreement, to which Antenna was also a party (“the Antenna Shareholders Agreement”).  Similarly, the shareholders of ATV and ATV also entered into a shareholders agreement (already referred to) to regulate the relationship between them (“the ATV Shareholders Agreement”).  Under these agreements, Antenna was entitled to nominate four directors to the board of ATV, and the mainland shareholders were entitled to nominate two directors each.  Of Antenna’s four nominated directors, two were to be nominated by the Tsai side, while two were to be nominated by the Cha side.  The Applicant is one of the directors of ATV nominated by the Tsai side.

5.  As a result of differences that arose between the Tsai side and the Cha side in relation to the funding and running of ATV (which was in need of funds), it appears that the Cha brothers discussed with Mr Wong (who was interested in investing in ATV) the possibility of his making an investment in ATV.  Initially, it was sought to do this by the issue of convertible bonds by ATV, and subsequently it was attempted to sell the Chas’ interest in ATV to Mr Wong (these matters giving rise to the two High Court actions to which I have referred).  Meanwhile, it appears that in early 2010 Mr Wong was able to acquire the interests of the mainland shareholders through persons related to him, and in this way to procure the mainland shareholders to nominate directors to ATV pursuant to his direction, resulting in there being four ATV directors who are related to Mr Wong or represent his interests, while the remaining directors were nominated by the Cha and Tsai interests.

6.  One of the directors who represents Mr Wong’s interests is Mr Shing, who is a relative of Mr Wong’s.  At a board meeting of ATV held on 23 March 2010, another of the directors aligned with Mr Wong proposed a resolution to appoint Mr Shing as Executive Director of ATV with extensive powers, citing as a reason for the proposal the fact that the Chas and Mr Tsai (who then between them owned the majority of ATV’s issued shares) were involved in disputes concerning ATV.  This resolution was passed, with the Antenna appointed directors abstaining (apparently because they did not consider that they had been afforded enough time to assess the merits of the proposal).  Mr Shing’s appointment as Executive Director was, according to the resolution appointing him, subject to certain terms of reference, namely:-

(1) All the powers and discretions of the board of ATV in relation to the management, operation and business of ATV and its subsidiaries were to be delegated to the Executive Director, subject to any strategies and policies agreed by the board, and limitations specified in the following paragraph of the resolution. The appointment was to be on a temporary basis, until otherwise determined by the board, which should review the appointment and terms of reference from time to time.

(2) Certain matters were required to be referred by the Executive Director to the board for approval. These included transactions, financial decisions and capital expenditure over stated amounts, involvement in a new area of business, matters relating to the capital structure of the company, declaration of dividends and the appointment or removal of auditors or the chief executive officer and chief financial officer.

(3) Subject thereto, wide powers were conferred on the Executive Director to manage the affairs of ATV.

(4) The Executive Director was to report to the board at board meetings to be held in the future in respect of material decisions made by him.

7.  From the terms of the appointment, it can be seen that the Executive Director’s actions were to be subject to a degree of oversight by the board, and that it was envisaged that his role would (or at least could) be reconsidered from time to time.

8.  According to the Applicant, since becoming Executive Director, Mr Shing has effectively run the business of ATV himself, and has, as from the latter part of 2010, failed to call board meetings (which should, according to ATV’s articles of association) be held at least once every three months), and has denied ATV’s other directors access to its documents and records.  The Applicant says that this has resulted in complaints not only from himself, but also from other directors of ATV from both the Tsai and Cha camps.  The Applicant accuses Mr Shing of acting not in the interests of ATV, but of Mr Wong.  The Applicant says also that the way in which ATV is being run has attracted the attention of the Broadcasting Authority in respect of various matters, and also the Legislative Council (in connection with an erroneous news report of the death of the former president of the People’s Republic of China, Mr Jiang Zemin).  The Applicant also alleges that Mr Shing has mismanaged the affairs of ATV in a number of respects.  For present purposes, I do not think that it is necessary to express any view as to the merits of most of these allegations.

9.  However, it does not seem to be disputed that no board meetings have been held for some time, and that the Applicant and other directors associated with Mr Tsai or the Chas do not seem to have been provided with much, if anything, in the way of documents or information concerning ATV in at least the last few months.

10.  Against this background, the Applicant brought this application on 21 April 2011.  By the application the Applicant seeks orders requiring ATV to provide him with full access to, and allow him to take copies of:-

(1) ATV’s books of account, including all documents necessary to give a true and fair view of the state of its affairs, including in particular the documents set out in the schedule to the Originating Summons;

(2) All board papers and other documentation which has been withheld from the Applicant since August 2010; and

(3) All management committee minutes from September 2010 onwards.

11.  Under the schedule to the Originating Summons, production is sought of the following categories of documents:-

(1) Material contracts, business plans and business proposals;

(2) Copies of weekly cashflows from February 2011 onwards;

(3) Copies of ATV’s monthly financial reports from December 2010 onwards;

(4) A copy of ATV’s convertible bond register and other information documenting the identity of its creditors;

(5) Documents and other information relating to whether ATV is involved in the acquisition of property in Beijing; and

(6) Documentation relating to ATV’s cash flow and net asset value.

12.  It is well established that a director of a company has a right to have access to, and to inspect, documents of the company.  The right is conferred for the purpose of enabling the director to carry out his duties as a director for the benefit of the company.  There has been some debate in the authorities as to whether the right arises as a matter of common law, or pursuant to statute (in Hong Kong, section 121(3) of the Companies Ordinance, and in other jurisdictions, its equivalent in the local companies legislation).  In the present case, Mr Manzoni made it clear that inspection was sought on both these bases.  This question arises in relation to an argument as to the scope of any order for inspection which might be made, as it is said that a number of the items referred to in the Originating Summons and the schedule are not books of account, and so should not be made the subject of an order for inspection under section 121(3).  I shall consider this point later in this judgment, in that context.

13.  The right of a director to have access to books and documents of the company of which he is a director has been recognised in a number of Hong Kong authorities, such as Law Wai Duen v Boldwin Construction Co Ltd [2001] 3 HKLRD 430 (CA) and Cornforth v Alvarez & Marsal Asia Ltd [2009] 3 HKC 41, where the courts have confirmed that the right is a strong one, in that the director need not proffer any reason for seeking inspection (it being assumed that he does so for the purposes of carrying out his obligations as a director of the company), and the burden of showing that inspection is sought not for this purpose, but for some (and if so what) improper purpose, rests with the party seeking to resist access and inspection.

14.  In the present case, Mr Anson Wong, representing ATV and Mr Shing, submitted that inspection should be refused, or be limited to documents that could properly be described as accounting records.  In either case, he submitted that inspection should be subject to restrictions on the use to which the Applicant could use the information obtained by him – in particular, that such information should be used only for the purposes of ATV, and should not be communicated to Mr Tsai or his companies.  These submissions were as follows:-

(1) Inspection should be refused because, under ATV’s articles of associations, such inspection could only be carried out by the board as a whole, or pursuant to a decision of the board as a whole, and not by a director individually.

(2) Inspection should also be refused for the further reason that the Applicant sought inspection for an improper purpose and not in order to discharge his duties to ATV, namely to assist Mr Tsai in his litigation by passing on such information to him.

(3) Alternatively, inspection should be restricted to such documents as could properly be considered to be accounting records or books of account, as provided for under section 121(3) of the Companies Ordinance, and not permitted in relation to other documents, such as minutes and records of meetings, or documents of a non-accounting nature in respect of ATV’s business transactions.

(4) To whatever extent inspection might be allowed, it should, by reason of the ground mentioned in (2) above, be permitted only subject to a prohibition on the Applicant passing such information as he might obtain on to Mr Tsai or his companies.

15.  The first of these submissions was founded on the terms of Articles 2 and 159 of ATV’s articles of association.  Article 2 sets out definitions of various terms used in the articles of association.  It defines “Board” as “the Board of Directors of the Company, or the Directors present at a meeting of the Directors at which a quorum is present”, and defines “Directors” as “the Directors of the Company from time to time”.  Article 159 states that “The books of account shall be kept at the Office, or at such other place in Hong Kong as the Board shall think fit, and shall always be open to inspection by the Board”.

16.  Mr Anson Wong submitted that as Article 2 drew a distinction between the directors individually and as a board, Article 159 should be read as meaning that inspection was only required to be given to the board as a whole, and not to a director individually. Alternatively, it should be read as requiring inspection only to be given if resolved on by the board, and not at the instance of a single director acting alone, as the Applicant was in this application.

17.  He suggested that this argument was further supported by the fact that in the standard Table A articles of association, the equivalent provision referred to books of account being open to inspection to the directors, rather than the board, submitting that, by departing from Table A in this regard, a clear intention was demonstrated that inspection of books of account in the case of ATV was to be restricted in this way.

18.  He went on to submit that such a restriction, which he described as being procedural in nature, was one which it was open to ATV to adopt, relying upon the views expressed by Mr Recorder Chow S.C. in Re Fook Lam Moon Restaurant Ltd [2011] 1 HKLRD 965, at paragraph 46 of the judgment.

19.  In my view, this argument cannot succeed.  If it were accepted, it would run counter to the common law right of directors to inspect documents of the company of which they are directors.  That right has always been regarded as one which is held by each individual director, and none of the cases in which it has been considered have suggested otherwise.  This is readily understandable when one has regard to the purpose for which the right is conferred.  It is conferred in order to enable the directors to carry out their duties to the company – duties which are owed not just collectively as a board, but individually by each director.  Given the fact that each director, as an individual, owes duties to the company to attend to its affairs, it is self evident that the right to have access to the company’s documents and records, so as to inform himself as to its affairs the better to carry out such duties must likewise be a right that is held by each director individually.  Similarly, directors are exposed to individual liabilities in respect of actions (or lack of action) taken by them in respect of the company’s affairs, particularly where the company is in financial difficulties and may be insolvent.  Further, to the extent that the right is conferred (or is recognised) by statute by virtue of section 121(3) of the Companies Ordinance, that provision clearly indicates, that the ability to inspect lies with each of a company’s directors individually.

20.  In these circumstances, it seems to me that in construing Article 159, the court should not have regard to the definitions contained in Article 2, and should read the word “board” in that article, as referring to the directors both as a body and individually.  This would appear to be permissible having regard to the opening words of Article 2, which make it clear that the definitions are to apply unless the context otherwise requires.  In my view, the context of Article 159, dealing, as it does, with the director’s right of inspection, is a context that requires the definitions to be departed from and not strictly applied.

21.  I do not think that the decision in the Fook Lam Moon Restaurant case assists Mr Anson Wong in relation to this argument.  In that case, Mr Recorder Chow S.C. accepted that it might be in order for a company to impose procedural requirements or restrictions on the right to inspect.  This is clearly unobjectionable, as it would generally be sensible to have some procedure to be adopted in order to avoid inspections being carried out in a manner that might cause disruption or inconvenience to the company.  But the restriction that would be imposed if Article 159 were to be read as Mr Anson Wong suggests it should goes far beyond a restriction of a procedural nature – rather, it would amount to a removal of the director’s individual right of inspection altogether, a matter that is in my view one of substance rather than procedure.

22.  If, contrary to the view that I have come to, Article 159 must be construed in the way suggested by Mr Anson Wong, I would regard it as being contrary to public policy and therefore void.  The right of a director to inspect documents and obtain information concerning the company of which he is a director is an important one, given for the vital purpose of enabling him to carry out his office as a director in accordance with the duties imposed on him.  That being the case, I do not think that it can be right that a company could in effect contract out of recognising this right through a provision in its articles.

23.  For all of these reasons, the first ground for refusing inspection relied upon by ATV and Mr Shing must be rejected.

24.  Turning to the second ground, Mr Anson Wong pointed out that Mr Tsai has made reference to information that could only have been obtained from ATV in the course of the litigation which he has instituted.  He submitted that it was therefore extremely likely that any information which the Applicant might obtain pursuant to any order made in his favour would be passed on, ultimately, to Mr Tsai, who would be likely to make use of it for the purposes of such litigation if it were thought to be in his interests to do so.  Such use, Mr Anson Wong submitted, would not be a proper purpose to which ATV’s information could be put.  The only proper purpose to which it could be put was for the purposes of enabling the director seeking inspection to carry out his duties in relation to the affairs of ATV.  Mr Wong submitted that Oxford Legal Group Ltd v Sibbasbridge Services plc [2008] 2 BCLC 381 was authority for the proposition that inspection should be refused if it were established that it was sought for an improper purpose, being a purpose other than that of enabling the director concerned to discharge his duties to the company.

25.  In this case, the Applicant has not in his evidence sought seriously to refute the suggestion that information which he obtains as a result of the inspection which he seeks is likely to find its way to Mr Tsai.  However, the Applicant does insist that the main purpose of his seeking inspection is to enable him to carry out his duties as a director of ATV.

26.  In my view, having regard to the current state of affairs in relation to the management of ATV, and given the fact that it appears to be universally acknowledged that it is in financially straitened circumstances, it is impossible to reject the Applicant’s contention as to his purpose in seeking inspection.  It is clear that for some months now, ATV’s directors have been given little or no information relating to its affairs, and have had no opportunity to consider ATV’s affairs at board meetings (which should, according to ATV’s articles of association, be held at least once in three months).  Even allowing for the fact that Mr Shing has been appointed Executive Director with wide powers, it must be borne in mind that his powers are not unlimited – this is apparent from the terms of his appointment recorded in the resolution appointing him.  Further, it is also evident from the terms of that resolution that it was envisaged that there should be oversight of Mr Shing in this role, and that such oversight was to be carried out by the Board, both through reports by Mr Shing to the Board of material matters, and by the Board considering, from time to time, whether it was appropriate to continue the arrangement so put in place, or to terminate or modify it.  In order to carry out even these limited functions, it would seem essential for the directors to have access to information relating to the business and affairs of ATV.  It is clear that the Applicant is dissatisfied with the way in which Mr Shing is managing the affairs of ATV.  Regardless of whether or not such dissatisfaction is ultimately found to be justified, it seems to me that it must be open to the Applicant to seek information as to ATV’s affairs so as to consider whether any modification to Mr Shing’s role is called for.  In these circumstances, it seems to me that whatever else might be done with any information obtained through inspection, it should be accepted that the Applicant seeks inspection for the entirely proper purpose of monitoring ATV’s affairs, and considering how such affairs should be conducted going forward.

27.  It therefore seems to me that inspection is sought for a proper purpose.  However, I would be prepared to accept that there is (to put it no higher) a real possibility that such information as is obtained as a result of any inspection by the Applicant might eventually find its way to Mr Tsai.  However, having regard to the terms of the ATV and Antenna Shareholder Agreements, it does not seem to me that this is something to which ATV  or Mr Shing can object.

28.  These Agreements in fact make provision for the passing of information concerning ATV to Antenna, and for Antenna in turn to pass information on to its shareholders, one of which is the company through which Mr Tsai owns his interest in ATV.

29.  So far as the ATV Shareholder Agreement (to which ATV itself was a party) is concerned, the relevant provisions are to be found in Clause 8.  Clause 8.1 requires ATV to prepare for the approval of its shareholders (of which Antenna is one) draft Business Plans and draft Budgets for each financial year, which are to be submitted to the shareholders in advance of the financial year in question. Clause 8.3 calls for the preparation of monthly management accounts, providing extensive information as to the financial position and operations of the ATV Group.  Such management accounts are (pursuant to Clause 8.4) to be summarised on a quarterly basis.  By Clause 8.6, both the monthly management accounts and the quarterly summaries are to be provided to ATV’s shareholders.  Clause 8.6 also requires the provision of audited accounts and audited consolidated accounts to the shareholders within three months of the financial year end, and goes on to require that any further information reasonably required by a shareholder as to all matters relating to ATV’s (or its subsidiaries’) businesses or affairs should likewise be provided by ATV.  Clause 8.7 requires ATV to maintain accurate and complete accounting records, which shall be open to inspection by each shareholder or its authorised representative.  Finally, Clause 8.12 provides that a director appointed by a shareholder shall be entitled to pass information concerning the ATV Group to his or her appointing shareholder.

30.  It is therefore apparent that very extensive information, both financial and operational, was to be made available to the shareholders of ATV.  Pertinently for present purposes, ATV’s directors were to be at liberty to pass on information concerning ATV to the shareholder by whom they were appointed.  Faced with these provisions, Mr Anson Wong was constrained to accept that no complaint could be made if the Applicant were to pass information on to Antenna.  He insisted however, that it would not be open to the Applicant thereafter to pass the information on to Antenna’s shareholders, in particular to the shareholder controlled by the Applicant’s father, Mr Tsai.

31.  However, it is difficult to see why this would be the case.  The Antenna Shareholder Agreement contains provision for information obtained from or concerning ATV to be passed on by Antenna to its shareholders – these being the companies through which Mr Tsai and the Chas held their interests in Antenna.  The relevant provision is Clause 11.1(a) of the Antenna Shareholders Agreement.  That clause provides that Antenna shall provide each shareholder with copies of all documents which Antenna receives in its capacity as a shareholder of ATV at such frequency (quarterly or otherwise) as may be directed by majority B shareholder (i.e., the company through which Mr Tsai held his economic interest in Antenna).

32.  Mr Anson Wong argued that this provision extended merely to documents obtained by Antenna from ATV that were documents which a shareholder in any company would obtain – such as annual reports and audited accounts.  I am unable to see why this should be so.  While documents of this nature would undoubtedly be obtained by Antenna in its capacity as a shareholder of ATV, I can see no basis for suggesting that Antenna would obtain the sort of documents and information as might be provided pursuant to the clauses of the ATV Shareholders Agreement referred to in paragraph 29 above in any capacity other than that of a shareholder of ATV. Each of the provisions of Clause 8 of that agreement to which I have referred makes it clear that the information with which it deals is to be made available to shareholders of ATV.  The only capacity in which Antenna could receive such documents and information would be as a shareholder of ATV.  It would therefore be entitled and bound to pass on such documents to its own shareholders, as provided for in Clause 11.1(a) of the Antenna Shareholder Agreement.

33.  These provisions, moreover, make perfectly good commercial sense.  It is well understandable that those ultimately interested in ATV would wish to be kept informed of its affairs, having regard to the (almost certainly substantial) investments that they would have made in ATV.

34.  It is also to be noted that nowhere in the ATV Shareholders Agreement is there any restriction on what Antenna (or any of its other shareholders) can do with the information supplied to it (or them) by ATV.

35.  In these circumstances, I do not think that it can be said that it would be in any sense an improper purpose for the Applicant to seek inspection so that he can pass on such information to Antenna.  In doing this, he would be doing no more than he is entitled to do pursuant to Clause 8.12 of the ATV Shareholders Agreement, and passing on information which Antenna was in any event entitled to receive, and ATV obliged to provide, pursuant to Clauses 8.1, 8.3, 8.4 and 8.6 of that Agreement.

36.  In these circumstances, I do not think that the objection based on an alleged improper purpose has any substance, and I accordingly reject it.

37.  This conclusion is also determinative of the fourth ground of resistance mentioned in paragraph 14(4) above.  Having concluded that there can be no suggestion of an improper purpose on the part of the Applicant arising from the possible passing on of information that may be obtained to Antenna, and having regard also to the fact that Antenna in turn would be bound to pass such information on to its own shareholders (a course which, not surprisingly, is nowhere proscribed in the ATV Shareholders Agreement) it follows that there is no reason to impose any restriction that would have the effect of preventing the Applicant from passing documents and information that he may obtain to Antenna.  What Antenna does with such information thereafter is a matter for Antenna, and whatever benefit Antenna or its shareholders might derive from such information, does not seem to me to be something of which ATV could complain.

38.  The only remaining basis of opposition, therefore, is the argument that the inspection to be permitted should not extend to all the documents or materials identified in the Originating Summons, on the ground that some of the categories mentioned cannot be regarded as books of account, or accounting records.  I would accept that certain of the categories of documents and information sought to be inspected do not aptly fall within those descriptions.  However, I do not think that this makes any difference.

39.  Mr Manzoni made it clear that the application for inspection was based both on section 121(3) of the Companies Ordinance and on the Applicant’s common law right to inspect the documents and records of the company of which he is a director.  While section 121(3) is in terms limited to books of account, a term which, liberally construed, would extend perhaps to various underlying accounting records, there is no reason to regard the common law right as being similarly restricted.  Indeed, as pointed out by Slade J in Conway v Petronius Clothing Co Ltd [1978] 1 WLR 72, it has always been the case that directors had a right at common law to inspect documents of the company of which they were directors.  That right was not limited to accounting records, and would have extended to other records as well.  There could be no reason in principle to have placed any limitations on the right of inspection.

40.  Slade J was of the view (shared, it seems, by Chadwick LJ in the Oxford Legal Services case) that the effect of the English equivalent of section 121(3) was not so much to create an independent statutory right of inspection, but to recognise the common law right of inspection, and provide criminal sanctions in relation to accounting records, where a company failed to keep proper books of account or to make them available for inspection by its directors.

41.  In Hong Kong, the authorities appear to take a slightly different view as to the effect of section 121(3), regarding it as providing a statutory basis for directors to seek inspection of books of account.  However, I do not think that the provision of this statutory basis could have been intended to abrogate the common law right of inspection, as it may well be necessary for directors to inform themselves as to the affairs of their company by reference to materials other than strictly accounting books and records, and I therefore consider that as long as the documents sought to be inspected are such as could reasonably be thought to be of assistance to a director seeking to carry out his duties, they are susceptible to being inspected at the application of the director concerned.  In the present case, it seems to me that all of the documents sought are documents which the Applicant could reasonably regard as being likely to assist him in carrying out his duties as a director of ATV, and I therefore see no basis for refusing an order for inspection in relation to any of the categories of documents sought.

42.  For the foregoing reasons, I made an order in terms of the Originating Summons, with costs to the Applicant, such costs to be taxed on the party and party basis if not agreed.