1964_COMPANIES_ORDINANCE — Page 83

1984 Ed.]

Companies

ICAP. 32

193

contingent upon the happening of any event; and such debentures shall, if such rights are exercisable at the time of the offer, be treated as shares to which such rights relate;

(c) references to value are references to nominal value or, in relation to debentures convertible into shares, the amount payable on such debentures.

(4) In relation to a case where an offer in respect of any scheme or contract involving the transfer of shares in a company to another company was made before the commencement* of the Companies (Amendment) Ordinance 1984, the provisions of this section in force immediately before the commencement of that Ordinance shall continue to have effect as if that Ordinance had not been enacted.

(Replaced, 6 of 1984, s. 125)

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 accordingly of the company's capital, or otherwise.

(3) Where an order under this section makes any alteration in or addition to the memorandum or articles of a company, then, notwithstanding anything in any other provision 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

(6 of 1984.) [*36.8.84.]

Alternative remedy to winding up in cases of unfair prejudice.

fet. 1948 c. 38, s. 210.1