MEANING OF "OPPRESSION":
The Section does not define the word "oppression" or what constitutes "oppressive conduct". However, the Cohen Committee's Report (1947) gave the following as examples of oppressive conduct envisaged by the Section.
(a) Where controlling directors unreasonably refuse to register transfers of the minority holdings so as to force a sale to themselves at a low price.
(b) Where the controlling directors take excessive remuneration so as to leave virtually nothing for distribution by way of dividend.
To these, the Jenkins Committee added the following:
(a) The issue of shares to directors and others on advantageous terms.
(b) The passing of non-cumulative preference dividends on shares held by the minority.
In Scottish Co-operative Wholesale Society Ltd v Meyer (1958) Lord Denning observed that "the section gives a large discretion to the court" which would be "well exercised in making an oppressor make compensation to those who have suffered at his hands.