Ong Chee Kwan JC:

[1] There is no reported decision in Malaysia where a debenture holder filed an action seeking reliefs for oppression under s 346 of the Companies Act 2016 ('the CA 2016'). This judgment deals with whether 'debenture holder' under s 346 of the 2016 means only holders of debt instruments that are tradeable and excludes holders of security given to bankers in consideration of commercial loans granted to the company. The judgment also considers, inter alia, if there must exist a class of debenture holders before one or more of them can apply under s 346 of the 2016 and the approach to be taken in determining whether corporate wrongs can be the basis for an oppression action under s 346 of the 2016.

Background Facts

[2] Pursuant to an Offtake Agreement dated 16 July 2007 ('Offtake Agreement') between Lion DRI Sdn Bhd ('1st defendant') and Megasteel Sdn Bhd ('Megasteel'), the 1st defendant agreed to manufacture and supply hot direct reduced iron ('the Product') to Megasteel for use by Megasteel to manufacture steel products known as hot-rolled coils and cold-rolled coils.

[3] To perform the Offtake Agreement, the 1st defendant needed funds to purchase