11. The following new heading and the following new sections are hereby inserted immediately after section 153, and the new sections shall have effect as sections 153a to 153r, of the principal enactment: -
| 153A.
| | (1) Any member or members of a company having a complaint that the affairs of the company are being conducted in a manner oppressive to any member or members (including the member or members with such complaint) may apply to the District Court of the district in which the registered office of the company is situate for an order under this section, if such member has or such members have a right so to apply in accordance with the provisions of section 153c. | | |
| | (2) If, on any application under subsection (1), the court is of opinion -
| | | (a) that the affairs of the company are being conducted in a manner oppressive to any member or members, and |
| (b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding- up order on the ground that it is just and equitable that the company should be wound up, |
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| 153B.
| | (1) Any member or members of a company having a complaint -
| | | (a) that the affairs of the company are being conducted in a manner prejudicial to the interests of the company; or |
| (b) that a material change (not being a change brought about by, or in the interests of, any creditors including debenture holders, or any class of shareholders, of the company) has taken place in the management or control of the company whether by an alteration in its board of directors, or of its agent or secretary, or in the constitution or control of the firm or body corporate acting as its agent or secretary, or in the ownership of the company shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to the interests of the company, |
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| | (2) If, on any application under subsection (1), the court is of opinion that the affairs of the company are being conducted as aforesaid or that by reason of any material change as aforesaid in the management or control of the company, it is likely that the affairs of the company will be conducted as aforesaid, the court may, with a view to remedying or preventing the matters complained of or apprehended, make such order as it thinks fit, | | |
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| 153C.
| | (1) The following member or members of a company shall have the right to apply under sections 153a and 153b: -
| | | (a) in the case of a company having a share capital, not less than ten per centum of the total number of its members or the holders of not less than the aggregate of ten per centum in the nominal value of the company's issued share capital provided that the applicant or applicants have paid all calls and other sums due on their shares; |
| (b) in the case of a company not having a share capital, not less than twenty per centum of the company's members. |
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| | (2) For the purposes of subsection (1), where any shares are held by two or more persons jointly they shall be counted only as one member. | | |
| | (3) Where several members of a company are entitled to make an application in accordance with the provisions of subsection (1), any one or more of them having obtained the consent in writing of the remaining members may make the application on behalf and for the benefit of all of them. | | |
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| 153D. Notwithstanding the provisions of Part V of this Ordinance, at any stage of the winding-up proceedings in respect of a company, where a court is of the opinion that to wind up the company would be prejudicial to the interests of a member of the company, it shall be lawful for the court to act under section 153a or 153b in like manner as if an application has been made to court under either of those two sections. |
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| 154E. Without prejudice to the generality of the powers of the court under section 153a or 153b, any order under either of those sections may provide for-
| | (a) the regulation of the conduct of the company's affairs in future ; | | |
| | (b) the purchase of the shares or interests of any members of the company by other members thereof or by the company ; | | |
| | (c) in the case of a purchase of shares by the company as aforesaid, the consequent reduction of its share capital; | | |
| | (d) the termination, setting aside or modification of any agreement, howsoever arrived at, between the company on the one hand, and any of the following persons, on the other, namely: - (i) the managing director, (ii) any other director, (iii) the board of directors, (iv) the agent or secretary, or (v) the manager, upon such terms and conditions as may, in the opinion of the court, be just and equitable in all the circumstances of the case ; | | |
| | (e) the termination, setting aside or modification of any agreement between the company and any person not referred to in paragraph (d), but always so that no such agreement shall be terminated, set aside or modified except after due notice to the party concerned and after obtaining his consent; | | |
| | (f) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property made or done by or against the company within three months before the date of the application, or the commencement of winding-up proceedings, as the case may be, which would, if made or done by or against an individual, be deemed in a case of his insolvency to be a fraudulent preference; and | | |
| | (g) any other matter for which in the opinion of the court it is just and equitable that provision should be made. | | |
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| 153F. Pending the making by it of a final order under section 153a or 153b, the court may, on the application of any party to the proceedings, make any interim order which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appear to it to be just and equitable. |
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| 153G.
| | (1) Where an order under section 153a or 153b makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision of this Ordinance, the company shall not have power, except to the extent, if any, permitted in the order, to make without the leave of the court, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles. | | |
| | (2) Subject to the provisions of subsection (1), the alterations made by the order shall, in all respects, have the same effect as if they had been duly made by the company in accordance with the provisions of this Ordinance; and the said provisions shall apply accordingly to the memorandum or articles as so altered. | | |
| | (3) A certified copy of every order altering, or giving leave to alter, a company's memorandum or articles, shall within fifteen days after the making thereof, be filed by the company with the Registrar of Companies who shall register the same. | | |
| | (4) If default is made in complying with the provisions of subsection (3), the company, and every officer of the company who is in default, shall be guilty of an offence and shall be liable to a fine not exceeding one hundred rupees for every day during which the default continues. | | |
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| 153H. If the managing director or any other director, the agent or secretary or the manager, of a company, or any other person who has not been impleaded as a respondent to any application under section 153a or 153b applies to be added as a respondent thereto, the court shall, if it is satisfied that there is sufficient cause for doing so, direct that he may be added as a respondent accordingly. |
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| 153I.
| | (1) Where an order of a court made under section 153a or 153b terminates, sets aside, or modifies an agreement such as is referred to in paragraphs (d) or (e) of section 153e-
| | | (a) the order shall not give rise to any claim whatsoever against the company by any person for damages or for compensation for loss of office or in any other respect, either in pursuance of the agreement or otherwise; and |
| (b) no managing director or other director, agent, secretary or manager whose agreement is so terminated or set aside and no person who, at the date of the order terminating or setting aside the agreement was, or subsequently becomes, an associate of such agent or secretary shall, for a period of five years from the date of the order terminating the agreement, without the leave of the court, be appointed, or act, as the managing director or other director, agent, secretary, or manager of the company. |
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| | (2)
| | | (a) Any person who knowingly acts as a managing director or other director, agent or secretary or manager of a company in contravention of paragraph (b) of subsection (1) shall be guilty of an offence and shall, on conviction after summary trial before a Magistrate, be liable to a fine not exceeding five thousand rupees or to imprisonment of either description for a term not exceeding six months or to both such fine and imprisonment. |
| (b) In the case of any offence under this section committed by a body of persons -
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Sri Lanka Consolidated Acts