A182
Addition of
new section
168A.
Ord. No. 51/78
6.
COMPANIES (AMENDMENT)
The principal Ordinance is amended by adding after section 168 the following-
Alternative remedy to
winding up in cases of unfair prejudice.
[cf. 1948 c. 38, s. 210.]
"Minorities
168A. (1) Any member of a company who complains that the affairs of the company are being conducted in a manner unfairly prejudicial to the interests of some part of the members (including himself) or, in a case falling within section 147(2)(b), the Financial Secretary, may make an application to the court by petition for an order under this section.
(2) If on any petition under this section the court is of opinion that the company's affairs are being conducted in a manner unfairly prejudicial to the interests of some part of the members, whether or not such conduct consists of an isolated act or a series of acts, the court may, with a view to bringing to an end the matters complained of—
(a) make an order restraining the commission of any
such act or the continuance of such conduct; (b) order that such proceedings as the court may think fit shall be brought in the name of the company against such person and on such terms as the court may so order;
(c) make such other order as it thinks fit, whether for regulating the conduct of the company's affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accord- ingly of the company's capital, or otherwise.
(3) Where an order under this section makes any altera- tion in or addition to the memorandum or articles of a company, then, notwithstanding anything in any other provi- sion of this Ordinance but subject to the provisions of the order, the company shall not have power without the leave of the court to make any further alteration in or addition to the memorandum or articles inconsistent with the provisions. of the order; but, subject to the provisions of this subsection, the alterations or additions made by the order shall be of the same effect as if duly made by resolution of the company and the provisions of this Ordinance shall apply to the memorandum or articles as so altered or added to accord- ingly.
(4) An office copy of any order under this section altering or adding to, or giving leave to alter or add to, a company's memorandum or articles shall, within 14 days. after the making thereof, be delivered by the company to the Registrar for registration; and if a company makes default in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine of $50.
(5) The personal representative of a person who, at the date of his death, was a member of a company, or any trustee of, or person beneficially interested in, the shares of a company by virtue of the will or intestacy of any such person, may apply to the court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of a company shall be con-