Section 145. Powers of Court with respect to defaulting substantial shareholders

(1) Where a person is a substantial shareholder in a company and fails to comply with section 137, 138 or 139, the Court may, whether or not the failure continues, on the application of the Registrar, make one or more of the following orders:

(a) an order restraining the substantial shareholder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder;

(b) an order restraining a person who is or is entitled to be registered as the shareholder referred to in paragraph (a) from disposing of any interest in the shares;

(c) an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;

(d) an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;

(e) an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;

(f) an order directing the company not to register the transfer or transmission of specified shares;

(g) an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;

(h) for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.

(2) An order under this section may—

(a) include such ancillary or consequential provisions as the Court thinks just; or

(b) if the order directs for the sale of a share—

(i) provide that the sale be made within such time;

(ii) subject to a condition that the sale shall not be made to a person who is, or as a result of the sale, would become a substantial shareholder in the company; and

(iii) provide for any other conditions as the Court thinks fit.

(3) The Court may direct that the share is vested in the Registrar if the share is not sold in accordance with an order of the Court under this section.

(4) Before making an order under this section and in determining the terms of such an order, the Court shall satisfy itself, so far as the Court can reasonably do so, that the order would not unfairly prejudice any person.

(5) The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if the Court is satisfied that—

(a) the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence; and

(b) the failure ought to be excused in all the circumstances.

(6) Before making an order under this section, the Court may direct that a notice of the application be given to such persons as the Court thinks fit or direct that notice of the application be published in such manner as the Court thinks fit.

(7) The Court may rescind, vary or discharge an order made by the Court under this section or suspend the operation of such an order.

(8) Section 557 applies in relation to a share that is vested in the Registrar under this section in the same manner as that section applies in relation to an estate or interest in property.

(9) Subsection (10) does not affect the powers of the Court in relation to the punishment for contempt of the Court.

(10) A person who contravenes an order under this section commits an offence.