Section 343

Without prejudice to the rights of members under sections 346 - 351 and sections 353 - 355 of this Act or any other provisions of this Act, the Court, on the application of any member, may by injunction or declaration restrain the company or its officers from-

(a) entering into any transaction which is illegal or ultra vires;

(b) purporting to do by ordinary resolution any act which by its articles or this Act required to be done by special resolution;

(c) any act or omission affecting the applicant's individual rights as a member;

(d) committing fraud on either the company or the minority shareholders where the directors fail to take appropriate action to redress the wrong done;

(e) where a company meeting cannot be called in time to be of practical use in redressing a wrong done to the company or to minority shareholders;

(f) where the directors are likely to derive a profit or benefit, or have profited or benefited from their negligence or from their breach of duty; and

(g) any other act or omission, where the interest of justice so demands.

344. (1) Where a member institutes a personal action to enforce a right due to him personally, or a representative action on behalf of himself and other affected members to enforce any right due to them, he or they are subject to subsection

(2) , entitled to -

(a) damages for any loss incurred on account of the breach of that right; or

(b) declaration or injunction to restrain the company or the directors from doing a particular act.

(2) Where, in proceedings brought under this section, the Court finds the directors or any of them liable for any wrongdoing, the erring director is personally liable in damages to the aggrieved member.

(3) Where any member institutes an action under this section, the Court may award costs to him personally whether or not his action succeeds.

(4) In any proceeding by a member under section 343 of this Act, the Court may, if it deems fit, order that the member shall give security for costs.