Right to your exercise of your voting rights is regulated by section 57.

A shareholder is a hold of shares that are issued by a company and who is entered into the
certificate or on certificated security registered as a company has two key

Section 57 provides that a person who is entitled to exercise any voting rights in relation to the company
irrespective of the form, title or nature of the securities to which those voting rights are attached. Any
person who has a voting right is entitled to vote at the company meetings. In companies, there can be
minority shareholders and majority shareholders. Majority hold the bulk of the shares in that company
whereas minority will have less shares.

In the case of companies, the minority shareholders are bound by the decisions of the majority
shareholders whether they agree with it or not. In order to protect the minority shareholders, there are
certain remedies in the act that are in place to assist minority shareholders if they are feeling that they
are being oppressed by the majority shareholders. This remedy is referred to as the oppression remedy,
and that remedy serves to protect the minority shareholders.

The criteria that are required for a shareholder to bring about the oppression remedy or to invoke the
oppression remedy they must at least have securities or shares in the company. They must be holders
of shares in that company and they must also have voting rights attached to those shares and the
oppressive conduct that the minority shareholder that is complaining about must relay to governance
matters which is contemplated in Chapter 2 Part F of the Act-Governance of companies and it deals
with the way in which the company is governed and includes matters such as voting rights, shareholder
meetings and shareholder resolutions. All these are contained Chapter 2 Part F. If a minority shareholder
can prove that they have shares in the company and that those shares have certain voting rights and that
the oppressive conduct that they are unhappy about relates to these governance matters of the company,
then they will be entitled to in both the operation remedy. The minority shareholders may need this
remedy because sometimes the majority shareholders can take advantage of a situation and then the
minority shareholders will be in a position to invoke this remedy.

There are three situations discussed in section 57 of the Companies Act and these are the voting rights
for three different scenarios where there is a profit company with only one shareholder or a profit
company with only one director or a company where every shareholder is also a director. Section 57
states that there are certain stipulations as to how your voting or how you may exercise your voting
rights in each of these situations.

In a profit company with only one shareholder, then that shareholder is going to exercise all the voting
rights, because there is only one shareholder, there is no need to comply with all the rules in the
Companies Act. The rules of setting a record date, all of these do not apply in a situation where you
have a profit company with only one shareholder as that shareholder is going to make all the decisions
for the company. The rules of setting a record date is the date for determining the shareholder’s rights
with regard to the meeting, written polling, convening a shareholder’s meeting, notice of meetings and
the normal quorum requirements do not apply.

In a profit company that has only one director, then that director is going to exercise any power or
perform any functions of the board at any time except for when the MOI provides otherwise.

Lastly, in a company where every shareholder is also a director then the shareholders are going to decide
on any matter to be referred by the board at any time. This, because the shareholders are also directors,
there is no need to comply with all the notice requirements and the internal formalities of the company
because every shareholder is a director and are going to manage the company and they are going to
invest money to manage their company to their advantage thus there is no need to comply with all the
internal formalities unless the MOI limits you or subjects the directors and the shareholders to certain
conditions they are going to have to comply with those conditions.