Section 256, The Companies Act, 2009

(1) Without prejudice to the rights of members, the courtmay on the application of any member, by injunction or declaration, restrain the company from the following:– (a) entering into any transaction which is illegal or ultra-vires; (b) purporting to do by ordinary resolution any act which by its memorandum or articles require to be done by special resolution; (c) any act 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 meeting of the company cannot be called in time to be of practical use 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 breach of duty but– (i) nothing in this section shall derogate from the protection afforded by any provision of this Act to any person dealing with the company; (ii) in relation to acts beyond the capacity or power of the company, the company shall be liable for such acts in accordance with this Act; (iii) the right afforded to a member to apply to the court under this section shall be without prejudice to any right he may have to institute proceedings against any director of the company under this section. (2) In any proceedings by a member under this section, the Court may, if it thinks fit, order that the member give security for the costs of the company and may direct that the application shall be heard in chambers. (3) Where any member institutes an action under this section, the court may award costs to him personally whether or not his action succeeds. Only may sue for wrong or ratify irregular conduct. Injunction or declaration in the event of illegal or irregular activity. 190 191