Housing Development Agency Act, 2008
R 385
Companies Act, 2008 (Act No. 71 of 2008)Chapter 7 : Remedies and EnforcementPart B : Rights to seek specific remedies163. Relief from oppressive or prejudicial conduct or from abuse of separate juristic personality of company |
| (1) | A shareholder or a director of a company may apply to a court for relief if— |
| (a) | any act or omission of the company, or a related person, has had a result that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant; |
| (b) | the business of the company, or a related person, is being or has been carried on or conducted in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant; or |
| (c) | the powers of a director or prescribed officer of the company, or a person related to the company, are being or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant. |
| (2) | Upon considering an application in terms of subsection (1), the court may make any interim or final order it considers fit, including— |
| (a) | an order restraining the conduct complained of; |
| (b) | an order appointing a liquidator, if the company appears to be insolvent; |
| (c) | an order placing the company under supervision and commencing business rescue proceedings in terms of Chapter 6, if the court is satisfied that the circumstances set out in section 131(4)(a) apply; |
| (d) | an order to regulate the company’s affairs by directing the company to amend its Memorandum of Incorporation or to create or amend a unanimous shareholder agreement; |
| (e) | an order directing an issue or exchange of shares; |
| (f) | an order— |
| (i) | appointing directors in place of or in addition to all or any of the directors then in office; or |
| (ii) | declaring any person delinquent or under probation, as contemplated in section 162; |
| (g) | an order directing the company or any other person to restore to a shareholder any part of the consideration that the shareholder paid for shares, or pay the equivalent value, with or without conditions; |
| (h) | an order varying or setting aside a transaction or an agreement to which the company is a party and compensating the company or any other party to the transaction or agreement; |
| (i) | an order requiring the company, within a time specified by the court, to produce to the court or an interested person financial statements in a form required by this Act, or an accounting in any other form the court may determine; |
| (j) | an order to pay compensation to an aggrieved person, subject to any other law entitling that person to compensation; |
| (k) | an order directing rectification of the registers or other records of a company; or |
| (l) | an order for the trial of any issue as determined by the court. |
| (3) | If an order made under this section directs the amendment of the company’s Memorandum of Incorporation— |
| (a) | the directors must promptly file a notice of amendment to give effect to that order, in accordance with section 16(4); and |
| (b) | no further amendment altering, limiting or negating the effect of the court order may be made to the Memorandum of Incorporation, until a court orders otherwise. |
