Company Law :Winding-up - Petition - Allegation of oppressive conduct by petitioner - Whether petitioner held 50% of the shares in company - Whether petitioner oppressed - Whether denial of access to company accounts and other records was an instance of oppression - Whether any oppression or unfair discrimination or conduct prejudicial to petitioner - Whether petitioner able to demand winding-up of company - Whether winding-up petition an abuse of court process - Companies Act 1965, ss 218(1)(f), (i), 355(1), (2)

Company Law : Oppression - Conduct amounting to oppression - Allegation of oppressive conduct by petitioner - Whether petitioner held 50% of the shares in company - Whether petitioner oppressed - Whether denial of access to company accounts and other records was an instance of oppression - Whether any oppression or unfair discrimination or conduct prejudicial to petitioner - Whether petitioner able to demand winding-up of company - Whether winding-up petition an abuse of court process

These were winding-up and oppression petitions against two related companies in respect of the Penang Autocity Phase 3 project at Taman Perindustrian Bukit Tengah. The petitioner ('Todd') was a member and ex-director of the company, Golden Castle City Sdn Bhd ('GCC'), and a member and director of the company, Golden Highway-City Sdn Bhd ('GHC'). The 2nd respondent ('Gary') was a member and director of GCC and GHC. Both Todd and Gary jointly agreed to offer to the Penang Development Corporation ('PDC') to purchase and develop vacant land opposite Highway Auto-City ('the land') into Auto-City Phase 3. Following that, Todd and Gary agreed to utilise Taglink Resources Sdn Bhd ('TR'), which was a company owned by Todd to purchase the land. Disagreements as to the unauthorised use of GHC's registered trademark by Todd and the fact that he was later not re-elected as director of GCC led to the present petitions. In this instance, the main issues to be decided were, whether Todd held 50% of the shares in GCC; whether Todd was oppressed as a member of GHC; whether the denial of access to company accounts and other records was an instance of oppression; whether there was any oppression or unfair discrimination or conduct prejudicial to Todd; whether Todd was able to demand winding-up of GCC; and whether the winding-up petition was an abuse of court process.