Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 539

539. (1) In this section, unless the contrary intention appears-

   (a)  a reference to a proceeding under this Act is a reference to any
        proceeding whether a legal proceeding or not; and

   (b)  a reference to a procedural irregularity includes a reference to-

        (i)    the absence of a quorum at a meeting of a corporation, at a
               meeting of directors or creditors of a corporation or at a
               joint meeting of creditors and members of a corporation; and

        (ii)   a defect, irregularity or deficiency of notice or time.

(2) A proceeding under this Act is not invalidated by reason of any procedural
irregularity unless the Court is of the opinion that the irregularity has
caused or may cause substantial injustice that cannot be remedied by any order
of the Court and by order declares the proceeding to be invalid.

(3) A meeting held for the purposes of this Act, or a meeting notice of which
is required to be given in accordance with the provisions of this Act, or any
proceeding at such a meeting, is not invalidated by reason only of the
accidental omission to give notice of the meeting or the non-receipt by any
person of notice of the meeting, unless the Court, on the application of the
person concerned, a person entitled to attend the meeting or the Commission,
declares proceedings at the meeting to be void.

(4) Subject to the following provisions of this section and without limiting
the generality of any other provision of this Act, the Court may, on
application by any interested person, make all or any of the following orders,
either unconditionally or subject to such conditions as the Court imposes:

   (a)  an order declaring that any act, matter or thing purporting to have
        been done, or any proceeding purporting to have been instituted or
        taken, under this Act or in relation to a corporation is not invalid
        by reason of any contravention of, or failure to comply with, a
        provision of this Act or a provision of any of the constituent
        documents of a corporation;

   (b)  an order directing the rectification of any register kept by the
        Commission under this Act;

   (c)  an order relieving a person in whole or in part from any civil
        liability in respect of a contravention or failure of a kind referred
        to in paragraph (a);

   (d)  an order extending the period for doing any act, matter or thing or
        instituting or taking any proceeding under this Act or in relation to
        a corporation (including an order extending a period where the period
        concerned expired before the application for the order was made) or
        abridging the period for doing such an act, matter or thing or
        instituting or taking such a proceeding, and may make such
        consequential or ancillary orders as the Court thinks fit.

(5) An order may be made under paragraph (4) (a) or (c) notwithstanding that
the contravention or failure referred to in the paragraph concerned resulted
in the commission of an offence.

(6) The Court shall not make an order under this section unless it is
satisfied-

   (a)  in the case of an order referred to in paragraph (4) (a)-

        (i)    that the act, matter or thing, or the proceeding, referred to
               in that paragraph is essentially of a procedural nature;

        (ii)   that the person or persons concerned in or party to the
               contravention or failure acted honestly; or

        (iii)  that it is in the public interest that the order be made;

   (b)  in the case of an order referred to in paragraph (4) (c)-that the
        person subject to the civil liability concerned acted honestly; and

   (c)  in every case-that no substantial injustice has been or is likely to
        be caused to any person.