Companies Act (Cap. 386), article 402

402. (1) Any member of a compan y who complains that the affairs of the company have been or are being or are likely to be conducted in a manner that is, or that any act or omission of t he company have been or are or are likely to be, oppressive, unfai rly discriminatory against, or unfairly prejudicial, to a member or members or in a manner that is c ontrary to the interests of the members as a whole, may make an application to the court for an order under this article. (2) Where the Registrar has received a report on a company under article 410 and it appears to him that the company’s affa irs are being or have been conducted in a manner falling within the meaning of sub-article (1), he may make an application to the c ourt for the issue of an orde r under this article. (3) If on an application made in terms of sub-article (1) or (2) , the court is of the opinion that the complaint is well-founded and that it is just and equitable to do so, the court may make such order under such terms as it thinks fit - (a) regulating the conduct of the company’s affairs in the future; or (b) restricting or forbidding the carrying out of any proposed act; or (c) requiring the company to do an act which the applicant has complained it has omitted to do; or (d) providing for the purchase of the shares of any members of the company by other members of the company or by the company itself and, in the case of a purchase by the company, for the reduction accordingly of the company’s issued share capital; or (e) directing the company to institute, defend, continue or discontinue court proceed ings, or authorising a member or members of the company to institute, defend, continue or discontinue court proceedings in the name and on behalf of the company; or (f) providing for the payment of compensation by such person as may have been found by the court responsible for loss or damage suffered as a result of the act or omission compla i n e d o f , t o t h e p e r s o n suffering the said loss or damage; or (g) dissolving the company and providing for its consequential winding up. (4) When an order is made for the dissolution of a company in terms of sub-article (3)( g), the company shall be deemed to have been dissolved on the date when the order is made and the provisions of Sub-Titles I and III of Title II of Part V of thi s Act 252 CAP. 386.] COMP ANIES regulating the winding up o f companies shall apply. (5) An order made under this article may require a company not to make any amendment, or to m ake such amendment as may be required, in its memor andum or articles. (6) In this article, the term "member" includes a person entitle d at law to represent the interests of a deceased member, a perso n to whom shares in the company have lawfully devolved by way of testate or intestate succession, and a trustee, as defined in a rticle 127, who holds shares in the company. Investigation of commercial partnerships and oversea companies.