The preliminary objection by Counsel for the Applicant raises one pertinent issue for determination, that is, whether a Respondent to an application brought under Section 217 of the Companies Act, 1963 Act 179 can invoke the Court’s jurisdiction by counter-claiming for the removal of a Director of an incorporated Company.
It is provided under Section 185 of the Companies Act, 1963, Act 179 that: “(1) Subject to Section 300 and to this Section, a Company may by ordinary resolution at a general meeting remove from office all or any of the directors despite anything in its Regulations or in an agreement with the Director.
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A resolution to remove a director shall not be moved at a general meeting unless notice of the intention to move it has been given to the Company not less than thirty-five (35) days before the meeting at which it is to be moved.
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If after notice of the intention to move the resolution is given to the Company, a meeting is called for a date thirty-five (35) days or less after the notice has been given, the notice shall be deemed to have been properly given for the purposes of Subsection (2).
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The Company shall give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of the resolution in the same manner as notices of meetings are required to be given not less than twenty-one days before the meeting.
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On receipt of notice of an intended resolution to remove a Director under this Section, the Company shall forthwith send a copy of the notice to the Director concerned and that Director, whether or not the director is a member of the Company, is entitled, (a) to be heard on the resolution at the meeting, and(b) to send to the Company a written statement, copies of which the Company shall send with every notice of the general meeting or, if the statement is received too late, shall forthwith circulate to every person entitled under Section 154 to notice of the meeting in the same manner as notices of meetings are required to be given…”It is also provided under Section 218 of Act 179 that: “218. Remedy against oppression(1) A member or debenture holder of a Company or, in a case falling within Section 225, the Registrar, may apply to the Court for an order under this Section on the ground(a) that the affairs of the Company are being conducted or the powers of the directors are being exercised in a manner oppressive to one o
