Section 64 CAMA 2020

Section 64 Companies and Allied Matters Act is about Application to Court to cancel resolution. It is under Chapter 2 (Re-registration Of Companies) of PART B (INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS) of the Act.

Application to Court to cancel resolution

(1) Where a special resolution by a public company to be reregistered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made—
(a) by the holders of at least 5% in nominal value of the company’s issued share capital or any class of the company’s issued share capital (disregarding any shares held by the company as treasury shares) ;
(b) if the company is not limited by shares at least 5% of its members; or
(c) by at least 50 members of the company, but not by a person who has consented to or voted in favour of the resolution.

(2) The application shall be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for that purpose.

(3) On the hearing of the application, the Court shall make an order either cancelling or confirming the resolution.

(4) The Court may—
(a) make that order on such terms and conditions as it deems fit ;

(b) if it deems fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissenting members ; and

(c) give such directions, and make such orders, as it considers expedient
for facilitating or carrying into effect any such arrangement.

(5) The Court order may, if the Court deems fit—
(a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company’s capital ; and
(b) make such alteration in the company’s memorandum articles as may be required in consequence of that provision.

(6) The Court order may, if the Court deems fit, require the company not to make amendment to its articles without the leave of the Court.