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Section 139
Remedy for actions against the rights and interests of shareholders
: (1) Actions against the rights and interests of any shareholder of the company due to the conduct of the business of the company or about to be conducted or any work done or about to be done on behalf of the company or because of the failure to do any work required to be done by the company. Based on what has happened or what may happen, a shareholder can file a complaint in the court for an appropriate order.
(2) When making an application in accordance with sub-section (1), the shareholder who makes such an application must prove that the director, managing director, manager or any officer who manages and controls the company has committed or is about to discriminate unfairly or unfairly by violating the memorandum of association or regulations or unanimous agreement.
(3) Upon receipt of an application as per sub-section (1), the court may issue an order in the name of the company as deemed appropriate by the relevant company, director or officer if the claim mentioned in the application is found to be well-founded.
(4) When issuing an order in accordance with sub-section (3), the court may also issue the following order regardless of what is written in the memorandum, regulations or unanimous agreement without adversely affecting the validity of that sub-section:-
(a) To conduct the business of the company properly in the future by stopping actions that are against the rights and interests of any or all shareholders,
(b) stopping any work being done or about to be done by the company or causing the company to do any work which the company has not done or will not do,
(c) On behalf of the company, to initiate a civil case against anyone as directed by the court,
(d) Complying with the procedures of this Act, reduce the capital of the company and purchase the shares of any shareholder and force him to return the amount,
(e) Compensation for any loss suffered by a shareholder due to discrimination from the company or from the person making such discrimination,
(f) Winding up the Company,
(g) Inducing another shareholder of the company or the company itself to purchase the shares held in the name of a shareholder of the company,
(h) Actions prejudicial to the company or its shareholdersIndemnification by the officer or officer,
(i) If the company purchases shares by itself, such company shall pass a special resolution regarding the reduction of share capital, and give an order to reduce the share capital of such company, and if it is necessary to amend the articles of association or regulations of the company for that reason, give other appropriate orders to make necessary amendments. .
(5) Notwithstanding anything contained in sub-section (1) or (2), the company or any of its directors or any person managing or controlling the company or any of its employees by reason of failure to perform or performance of any duty or by reason of any other discriminatory treatment The remedies available to a person who has suffered losses are not considered to be limited only in accordance with this section and such a person may take action individually or collectively in the case of himself or other shareholders to get remedies available in accordance with other prevailing laws.
(6) If a collective remedy is requested in accordance with sub-section (5), the court may issue an appropriate order whether or not any or all of the shareholders of that class have understood the requirements.
(7) Notwithstanding anything else written in this Act, in order to protect the rights and interests of any or all shareholders, if the court has ordered that the company may not make any amendment in its articles of association or regulations or should amend any particular matter, in such case, without the prior approval of the court, the articles of association or No amendment can be made in the regulations.
(8) According to sub-section (7) if the company makes any amendment in its articles of association or regulations by the order of the court or in accordance with that order, such amendment shall be considered as the amendment passed by the general meeting of the company by special resolution.
(9) The following orders given by the court in accordance with this section shall be registered by the office in the company's registration book:-
(a) Orders passed to reduce the share capital of the company,
(b) An order given to amend the articles of association or regulations of the company.
(10) He has not been registered as a shareholder of the company, but the shares have been registered in his name through the legal processThe provision of this section will be applied to the person of the company as well as other shareholders of the company.
(2) When making an application in accordance with sub-section (1), the shareholder who makes such an application must prove that the director, managing director, manager or any officer who manages and controls the company has committed or is about to discriminate unfairly or unfairly by violating the memorandum of association or regulations or unanimous agreement.
(3) Upon receipt of an application as per sub-section (1), the court may issue an order in the name of the company as deemed appropriate by the relevant company, director or officer if the claim mentioned in the application is found to be well-founded.
(4) When issuing an order in accordance with sub-section (3), the court may also issue the following order regardless of what is written in the memorandum, regulations or unanimous agreement without adversely affecting the validity of that sub-section:-
(a) To conduct the business of the company properly in the future by stopping actions that are against the rights and interests of any or all shareholders,
(b) stopping any work being done or about to be done by the company or causing the company to do any work which the company has not done or will not do,
(c) On behalf of the company, to initiate a civil case against anyone as directed by the court,
(d) Complying with the procedures of this Act, reduce the capital of the company and purchase the shares of any shareholder and force him to return the amount,
(e) Compensation for any loss suffered by a shareholder due to discrimination from the company or from the person making such discrimination,
(f) Winding up the Company,
(g) Inducing another shareholder of the company or the company itself to purchase the shares held in the name of a shareholder of the company,
(h) Actions prejudicial to the company or its shareholdersIndemnification by the officer or officer,
(i) If the company purchases shares by itself, such company shall pass a special resolution regarding the reduction of share capital, and give an order to reduce the share capital of such company, and if it is necessary to amend the articles of association or regulations of the company for that reason, give other appropriate orders to make necessary amendments. .
(5) Notwithstanding anything contained in sub-section (1) or (2), the company or any of its directors or any person managing or controlling the company or any of its employees by reason of failure to perform or performance of any duty or by reason of any other discriminatory treatment The remedies available to a person who has suffered losses are not considered to be limited only in accordance with this section and such a person may take action individually or collectively in the case of himself or other shareholders to get remedies available in accordance with other prevailing laws.
(6) If a collective remedy is requested in accordance with sub-section (5), the court may issue an appropriate order whether or not any or all of the shareholders of that class have understood the requirements.
(7) Notwithstanding anything else written in this Act, in order to protect the rights and interests of any or all shareholders, if the court has ordered that the company may not make any amendment in its articles of association or regulations or should amend any particular matter, in such case, without the prior approval of the court, the articles of association or No amendment can be made in the regulations.
(8) According to sub-section (7) if the company makes any amendment in its articles of association or regulations by the order of the court or in accordance with that order, such amendment shall be considered as the amendment passed by the general meeting of the company by special resolution.
(9) The following orders given by the court in accordance with this section shall be registered by the office in the company's registration book:-
(a) Orders passed to reduce the share capital of the company,
(b) An order given to amend the articles of association or regulations of the company.
(10) He has not been registered as a shareholder of the company, but the shares have been registered in his name through the legal processThe provision of this section will be applied to the person of the company as well as other shareholders of the company.