JUDGMENT

Atan Mustaffa Yussof Ahmad J:

Introduction

[1] Before the court is an oppression action under s 346 of the Companies Act 2016 brought by a minority shareholder against the majority shareholder- directors of a family-owned investment holding company. At issue are allegations of oppressive conduct including substantial interest-free loans taken by directors without proper approval, payment of excessive remuneration, non-declaration of dividends, and failure to provide information or hold meetings — all allegedly designed to benefit the majority at the expense of minority interests. The case requires examination of the distinction between corporate wrongs and genuine oppression, the legal requirements governing directors' loans and remuneration in private companies, and the obligations directors owe to shareholders regarding corporate governance and transparency.

Background Facts

[2] The 1st Defendant, GL Property Management Sdn Bhd ("the Company"), was incorporated on 2 August 1984 as an investment holding company. The Company owns one property located at No 72, Ground Floor, 1st Floor, 2nd Floor and 3rd Floor, Jalan SS2/67, 47300 Petaling Jaya, Selangor, from which it derives