Section 167 CAMA 2020
Section 167 Companies and Allied Matters Act is about Application for cancellation of variation. It is under Classes of Shares of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Application for cancellation of variation
(1) Where in pursuance of section 166, the rights attached to any class of shares are at any time varied, the holder of at least 15% of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the Court to have the variation cancelled, and, where any such application is made, the variation shall not have effect, unless it is confirmed by the court, and for the purpose of this section, any share in the company’s share capital that are held by the company as treasury shares shall not be taken into account for the purpose of computing the aggregate per cent of shares held by holders seeking to make an application to the Court.
(2) An application to the court under this section shall, in a proper case, be made within 21 days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application or by such one or more of them as they may appoint in writing for the purpose.
(3) If on any such application the court, after hearing the applicant and any other persons applying to it to be heard and appearing to be interested in the application, is satisfied that the variation would unfairly prejudice the shareholders of the class represented by the applicant, the Court, having regard to all the circumstances of the case, may disallow the variation, and shall, if not satisfied, confirm the variation.
(4) The decision of the Court on any such application is final.
(5) The company shall, within 15 days after the making of an order by the Court on an application to it under this section, forward a copy of the order to the Commission and if default is made in complying with the provisions of this subsection, the company and each officer of the company is liable to such fine as the Commission shall specify in the regulation for every day during which the default continues.
(6) In this section, “variation” includes abrogation, and cognate expressions are construed accordingly.
