(5) In this section the expression “dissenting member” includes a member who has not assented to the scheme or contract and any member who has failed or refused to transfer his shares to the transferee company in acc rdance with the scheme or contract. Minorities 195 Meaning of “member” and “company” in sections 196 to 198 (1 ) In sections one hundred and ninety-six, one hundred and ninety-seven and one hundred and ninetyeight— “member” includes a person who is not a member of the company but to whom shares in the company have been transferred or transmitted by operation of law. (2 ) In sections one hundred and ninety-seven and one hundred and ninety-eight— “company” includes a body corporate referred to in section one hundred and fifty-nine . 196 Order on application of member (1 ) A member of a company may apply to the court for an order in terms of section one hundred and ninetyeight on the ground that the company’s affairs are being or have been con ducted in a manner which is oppressive or unfairly prejudicial to the interests of some part of the members, including himself, or that any actual or pr oposed act or omission of the company, including an act or omission on its behalf, is or would be so oppressive or prejudicial. 197 Order on application of Minister (1 ) If in the case of any company— (a ) the Minister has received a report under section one hundred and sixty-one; and (b ) it appears to him that the company’s affairs are being or have been conducted in a manner which is oppressive or unfairly prejudicial to the interests of some part of the members, or that any actual or proposed act or omission the company, including an act or of omission on its behalf, is or would be so oppressive or prejudicial; he may, in addition to or instead of applying under subsection (2) of section one hundred and sixty-two for the winding up of the company, apply to the court for an order in terms of section one hundred and ninety-eight. 198 Powers of court in applications under sections 196 and 197 (1 ) If the court is satisfied that an application under section one hundred and ninety-six or one hundred and ninety-seven is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of. (2 ) Without prejudice to the generality of subsection (1), the court’s order may — (a ) regulate the conduct of the company’s affairs in the future; (b ) require the company to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do; (c) authorize civil proceedings to be brought in the name and on behalf of the company by such person or persons as the court may direct; (d ) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company’s cap ital accordingly. (3 ) If an order under this section prohibits a company from altering its memorandum or articles, the company shall not have power without leave of the court to make any such alteration. (4 ) Any alteration in the company’s memorandum or articles made by virtue of an order under this section shall be of the same effect as if duly made by resolution of the company. (5 ) A copy of an order under this section altering or giving leave to alter a company’s memorandum or articles, certified by the registrar of the court shall, within fourteen days from the making of the order or such longer period as the court may allow, be delivered by the company to the Registrar for registration. (6 ) If a company makes default in complying with subsection (5), the company and every officer of it who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] PART V WINDING UP AND J UDICIAL MANAGEMENT Preliminary 199 Modes of winding up (1 ) The winding up of a company may be either— (a ) by the court; or (b ) voluntary.