The court confirmed that minority oppression claims are distinct and can stand apart from derivative actions, asserting equitable considerations in such cases.

[1] This is an appeal by the appellant against the decision of the Court of Appeal in allowing the appeal by the respondents against the decision of the High Court. The appellant was the petitioner in the s 181 Petition of the Companies Act 1965 at the High Court and the respondents in the present appeal were the respondents. We shall refer to the respective parties as they were before the High Court.

[2] The learned High Court Judge allowed the Petitioner's s 181 Petition and made the following orders:

(a) An order that the 2nd, 4th, 5th, 6th and 7th respondents jointly and severally purchase the shares owned by the petitioner in the company at such price and terms determined by the Court; after making all necessary adjustments to the accounts of the company to compensate for the acts and oppression of the respondents;

(b) An order that the 2nd and 4th respondents pay, or cause its subsidiaries or associated companies to pay the 1st respondent all debts owed to it by the 2nd and 4th respondents or its subsidiaries or associated companies in connection to the lease agreement and loans extended to the undisclosed "fellow subsidiaries";

(c) An order that a certified public accountant be appointed to inspect the accounts of the 1st respondent for the period beginning June 1995 to the date of this order, and to report to this Honourable Court of the results of the inspection.

[3] On appeal, the respondents' appeal was allowed with costs. The orders of the High Court Judge were set aside.

Questions Of Law

[4] This Court had granted the petitioner leave to appeal on 21 June 2016 on the following questions of law:

i. Whether in the circumstances of this case, the applicant's only remedy lay in a derivative action in the name of the 1st respondent company to the exclusion of any remedy for minority oppression under s 181 of the Companies Act?

ii. Whether in the circumstances of this case, the reflective loss principle had any application?

Background Facts

[5] (1) The petitioner ("Rinota Construction Sdn Bhd") and the 2nd respondent ("Mascon Sdn Bhd") had in early 1995 agreed to carry out construction business through a joint-venture company, the 1st respondent (Mascon Rinota Sdn Bhd) ("the company").

(2) The petitioner and the 2nd respondent contributed RM200,000.00 and RM300,000.00 respectively to the issued and paid-up capital of the company.

(3) There was however no written "Shareholders Agreement" or "Joint Venture Agreement" entered into by the parties. Accordingly, the relationship between the shareholders inter se and the operations of the company were solely dictated by the Company Memorandum and Articles of Association.

(4) The 2nd respondent is a subsidiary of the 3rd respondent ("Olympia Industries Bhd"). The 3rd respondent holds 71% of the equity of the 2nd respondent. The controlling shareholders of the 3rd respondent are the 4th respondent ("Dato' Yap Yong Seong"), his son, the 5th respondent ("Yap Wee Keat") and other family members.

(5) The 3rd respondent has other wholly owned subsidiaries that is Jupiter Securities Sdn Bhd (Jupiter), Olympia Leisure Sdn Bhd (Olympia Leisure) and Olympia Land Berhad (Olympia Land). The 6th respondent ("Mascon Construction Sdn Bhd") is a wholly owned subsidiary of the 2nd respondent.

(6) At all material times, the 2nd respondent remains as the controlling shareholder of the Company. The particulars of the Board of Directors of the Company are as follows:

(a) The 5th respondent (nominated by the 2nd respondent);

(b) Ng Chee Hua (nominated by the 2nd respondent);

(c) Ng Poh Hwa (nominated by the 2nd respondent);

(d) Richard Tankersley (nominated by the petitioner); and

(e) Lau Luen Wah (nominated by the petitioner).

(7) Sometime in 1995, Ng Kwee Ying (f) r