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July 20, 2023
HIGH COURT
GHANA
CORAM
By the present Originating Motion, the Applicants herein seek an Order of this Court directed at the Registrar of Companies to delete their names from her record as Directors of the 2nd Respondent.
By an affidavit sworn to by the Finance Manager of Quantum Group of which Cardinal Petroleum Ltd is said to be a subsidiary, the Applicants rest their Application on the following grounds;
The Applicants are Directors and Shareholders of Cardinal Petroleum Limited as evidenced by Exhibit 1.
Sometime in the year 2015, the said company acquired all the shares of the 2nd Respondent, Sky Petroleum Limited. A copy of the Sale and Purchase Agreement is attached as Exhibit 2. Pursuant to this, transaction, the Applicants were made Directors of the 2nd Respondent Company. As a result, the previous directors resigned their position on the assumption of office of Applicants.
Cardinal Petroleum owned the 2nd Respondent company (erroneously referred to as 1st Respondent ) until the 24th of October, 2019 when it sold its shares in the 2nd Respondent to the 3rd Defendant company Black Star Transport Haulage as evidenced by Exhibit 4, the Deed of Share Transfer and Share Purchase Agreement.
The Applicants’ case is that upon the sale of the shares and change of ownership of the 2nd Respondent company, they ceased to be Directors of the said company unless reappointed by the new shareholders.
The Applicants therefore formally resigned their positions as Directors of the 2nd Respondent. Exhibit 3 (erroneously referred to as Exhibit 5) has been attached as proof of the Applicants’ resignation.
The new shareholders have however failed or refused to reappoint new directors and all demands on the 2nd Respondent and its new shareholders to amend the records of the 2nd Respondent by removal of the names of the Applicants have proved futile.
The Applicants’ case is that the continuous existence of its names on the records of the 2nd respondent company could result in them being unduly saddled with liabilities and obligations created by the Respondents.
It is for this reason that the Applicants seek the intervention of this Court.
Counsel for Applicants draws this Court’s attention to a Notice of Discontinuance filed in respect of the 4th, 5th and 6th Respondents.
This leaves the 1st, 2nd and the 3rd Respondents as Respondents to the instant action. The record shows that they have all been duly served with Hearing Notice, to appear today. However, they are absent. There are al
AI Generated Summary
In a High Court originating motion, former Sky Petroleum Limited directors Emmanuel Egyei Mensah and Felix Gyekye sought an order directing the Registrar of Companies to delete their names from the register. They became directors after Cardinal Petroleum Limited, a Quantum Group subsidiary, acquired Sky Petroleum in 2015. Cardinal later sold all shares in October 2019 to Black Star Transport Haulage, after which the Applicants resigned. The new shareholders failed to appoint replacement directors or amend the company’s filings, leaving the Applicants exposed to potential liabilities. Applying Section 175(1)(c) of the Companies Act, 2019 (Act 992), the Court held that the Applicants’ written resignations vacated their offices. Acknowledging the E-Registrar’s constraint that removal cannot leave fewer than two directors, the Court granted the application, ordered expungement, and directed Sky Petroleum to appoint at least two directors and notify the Registrar within 30 days to enable implementation of the deletion. Respondents were served but did not oppose.