Companies Act, 1973 (Act No. 61 of 1973)

Chapter IX: Remedies of Members

Relief from Oppression

252. Member's remedy in case of oppressive or unfairly prejudicial conduct

 

 

1) Any member of a company who complains that any particular net or omission of a company is unfairly prejudicial, unjust or inequitable, or that the affairs of the company are being conducted in a manner unfairly prejudicial, unjust or inequitable: to him or to some part of the members of the company, may, subject to the provisions of subsection (2), make an application to the Court for an order under this section.

 

2) When the act complained of relates to-
a) any alteration of the memorandum of the company under section 55 or 56;
b) any reduction of the capital of the company under section 83;
c) any variation of rights in respect of shares of a company under section 102; or
d) a conversion of a private company into a public company or of a public company into a private company under section 22,

an application to the Court under subsection (1) shall be made within six weeks after the date of the passing of the relevant special resolution required in connection with the particular act concerned.

 

3) If on any such application it appears to the Court that the particular act or omission is unfairly prejudicial, unjust or inequitable, or that the company's affairs are being conducted as aforesaid and if the Court considers it just and equitable, the Court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether for regulating the future conduct, of the company's affairs or for the purchase of the shares of any members of the company by other members thereof or by the company and, in the case of a purchase by the company, for the reduction accordingly of the company's capital, or otherwise.

 

4) Where an order under this section makes any alteration or addition to the memorandum or articles of a company-
a) the alteration or addition shall, subject to the provisions of paragraph (b), have effect as if it had been duly made by special resolution of the company and
b) the company shall, notwithstanding anything contained in this Act, have no power, save as otherwise provided in the order, to make any alteration in or addition to its memorandum or articles which is inconsistent with the order, except with the leave of the Court.

 

5)
a) A copy of any order made under this section which alters or adds to or grants leave to alter or add to the memorandum or articles of a company shall, within one month after the making thereof, be lodged by the company in the form prescribed with the Registrar for registration.
b) Any company which fails to comply with the provisions of paragraph (a), shall be guilty of an offence.