Ratnam and Others v. Jayatilake – sllr 2002 volume 1 page 409

The case between Ratnam and Others (appellants) and Jayatilake (respondent) addressed the issue of whether bonus shares should be included in the computation of the 5% shareholding requirement under section 214(1) of the Companies Act, the interpretation of “oppression” under company law, and the eligibility of a minority shareholder to seek statutory relief for oppressive company conduct. It was held that bonus shares are to be included in calculating the minimum shareholding threshold, and that oppressive acts encompass a series of burdensome or wrongful actions by those in management. The decision reaffirmed the principle that statutory protective provisions, such as those in sections 210, 211, and 214(1), shall be construed to safeguard minority shareholders from being unfairly prejudi