While they were studenta Cary, Andrew, Darryl, and Shaun decided to forma partnership with a view to starting a restaurant near the university. At a later stage the partnership acquired another two restaurants. They then decided to form a company for tax purpces. The restaurants were transferred to the company Student Kitchen (Pty) Limited and the partnership was terminated. In terms of the Articles, Cary. Andrew, Darryl and Shaun each received 25 ordinary shares and they were appointed ss director of the company. The relationship between Gary, Andrew and Darryl on the one hand and Shan on the other had deteriorated and Gary, Andrew and Darryl began to set in a dictatorial and oppressive manner. They appropriated to themselves money that belonged to the company and conducted the only profitable restaurant as if it were their own business. They excluded Shaun from brand meetings and from the management of the company. They also decided to decrease the remuneration of the directors and to stop the declaration of dividends for at least two years. These decisions are prejudicial to Shaun since, unlike Gary, Andrew and Darryl he depends on this income. The last prejudicial South African Corporate Law / CICG/ Page 42 at was the removal of Shaun from allice by an ordinary resolution at a general meeting of the company. Can Shaun initiate proceedings on behalf of the company in terms of section 266 of the Companies Act? This section introduces the statutory derivative action" LOutline the provisions of section 266. 110 1. May Shaun apply to court for relief in terms of section 252 of the Compania Act? Discuss briefly. (This section deale with relief from oppression. 1121 d) Shaun decides to make an application to court for the winding-up of the company in terms of section 344 y of the Companies Act. In tess of this action company may be wound up by the court if it appears to the curt that it is just and equitable that the company should be wound up. Discuss the possibility that a winding-up order will be granted 110 1) If an order for a winding-up has been made.com an applicatie le brought to court by the liquidator in terms of section 423 of the Companies Act? (The heading of this section states: Delinquent directorated there to restore property and compensate the company': 161 139 While they were studenta Cary, Andrew, Darryl, and Shaun decided to forma partnership with a view to starting a restaurant near the university. At a later stage the partnership acquired another two restaurants. They then decided to form a company for tax purpces. The restaurants were transferred to the company Student Kitchen (Pty) Limited and the partnership was terminated. In terms of the Articles, Cary. Andrew, Darryl and Shaun each received 25 ordinary shares and they were appointed ss director of the company. The relationship between Gary, Andrew and Darryl on the one hand and Shan on the other had deteriorated and Gary, Andrew and Darryl began to set in a dictatorial and oppressive manner. They appropriated to themselves money that belonged to the company and conducted the only profitable restaurant as if it were their own business. They excluded Shaun from brand meetings and from the management of the company. They also decided to decrease the remuneration of the directors and to stop the declaration of dividends for at least two years. These decisions are prejudicial to Shaun since, unlike Gary, Andrew and Darryl he depends on this income. The last prejudicial South African Corporate Law / CICG/ Page 42 at was the removal of Shaun from allice by an ordinary resolution at a general meeting of the company. Can Shaun initiate proceedings on behalf of the company in terms of section 266 of the Companies Act? This section introduces the statutory derivative action" LOutline the provisions of section 266. 110 1. May Shaun apply to court for relief in terms of section 252 of the Compania Act? Discuss briefly. (This section deale with relief from oppression. 1121 d) Shaun decides to make an application to court for the winding-up of the company in terms of section 344 y of the Companies Act. In tess of this action company may be wound up by the court if it appears to the curt that it is just and equitable that the company should be wound up. Discuss the possibility that a winding-up order will be granted 110 1) If an order for a winding-up has been made.com an applicatie le brought to court by the liquidator in terms of section 423 of the Companies Act? (The heading of this section states: Delinquent directorated there to restore property and compensate the company': 161 139
