COMPANIES ACT - 1963 (ACT 179)

    Section - 218 - Remedy Against Oppression

    (1) Any member or debentureholder of a company or, in a case falling within section 225 of this Code, the Registrar may apply to the Court for an order under this section on the ground

    (a) that the affairs of the company are being conducted or the powers of the directors are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or debentureholders or in disregard of his or their proper interests as members, shareholders, officers, or debentureholders of the company; or

    (b) that some act of the company has been done or is threatened or that some resolution of the members, debentureholders or any class of them has been passed or is proposed which unfairly discriminates against, or is otherwise unfairly prejudicial to, one or more of the members or debentureholders.

    (2) If on such application the Court is of opinion that either of such grounds is established, the Court may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit: and, without prejudice to the generality of the foregoing may by order,

    (a) direct or prohibit any act or cancel or vary any transaction or resolution; or

    (b) regulate the conduct of the company's affairs in future; or

    (c) provide for the purchase of the shares or debentures of any members or debentureholders of the company by other members or debentureholders of the company or by the company itself and in the case of purchase of shares by the company without regard to the limitations imposed by sections 59 to 63, other than subsections (4) and (5) of section 59 of this Code.

    (3) Where an order under this section makes any alteration in or addition to any of the company's Regulations then, notwithstanding anything in any other provision of this Code but subject to any 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 Regulations inconsistent with the provisions or the order.

    (4) An office copy of any order under this section altering or adding to the company's Regulations shall, within twenty-eight 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 fine not exceeding one hundred pounds.

    (5) On any application under this section by a member or debentureholder of the company the Court, if it thinks fit, may order the application to give security for the costs of the company and may direct that the application shall be heard in chambers.