POLITIS & ANOR v. PLASTICO LTD. (NO. 2)
January 30, 1967
HIGH COURT
GHANA
CORAM
- AMISSAH J.A.
Areas of Law
- Corporate Law
January 30, 1967
HIGH COURT
GHANA
CORAM
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This application has been brought by the two applicants, personal representatives of the deceased Dr. Dimitra Politis, to declare the appointment of Mr. A. C. Kuma as a director of Plastico Ltd. and the allocation of shares of the company to him, null and void.
To the applicants, the whole matter revolves round the regularity or otherwise of an alleged meeting of the company held on 17 October 1966 at which Mr. Kuma was appointed director and one of the company's shares allocated to him. But before dealing with this meeting, it is necessary to mention briefly, events preceding it.
Plastico Ltd. was formed by Dr. Dimitra Politis and Mr. George Constantine Michaelides in about June 1963. The company was registered with 5,000 shares, 2,850 of which were held by Dr. Politis who was the managing director, and the other 2,150 by Mr. Michaelides who was, and still is, a director of the company. On 1 [p.27] October 1966 Dr. Politis died in Greece. It was in such circumstances that the controversial "meeting" of 17 October was held in Ghana by the sole surviving shareholder and director Mr. Michaelides, with the company secretary in attendance. By this time the personal representatives of Dr. Politis had not been appointed.
On these facts, Mr. Moore on behalf of the applicants contended that such a meeting had to be summoned in accordance with sections 150 and 271 of the Companies Code, 1963 (Act 179), but that this was not done. For our purposes the provisions which need mention are in subsections (2) and (5) of section 271. Section 271 (2) requires that the requisition for a meeting of the company which must state the nature of the business to be transacted must be signed by the requisitionists. Section 271 (5) requires notices of the meeting to transact the business specified in the requisition to be given. According to counsel's submissions there is nothing in the minutes of the meeting or anywhere else to show the member at whose instance the meeting was called. Neither were notices issued. Against this, counsel for the company (with whose arguments Mr. Kuma who appeared in person associated himself) submitted that the question of notice did not arise when there was only one person to transact the business of the meeting. At the time of the meeting there was no notification to the company that there was a legal personal representative of the deceased, and even if there was, he need not have been notified as he was not a member of the company. The meeti
AI Generated Summary
The court, per Amissah J.A., addressed an application by the personal representatives of Dr. Dimitra Politis seeking to invalidate the appointment of Mr. A. C. Kuma as director of Plastico Ltd. and the allocation of shares to him. Plastico Ltd., formed by Dr. Politis and Mr. George Constantine Michaelides in 1963, faced succession issues after Politiss death on 1 October 1966. A purported meeting on 17 October 1966 in Ghana, convened by the sole surviving director, Mr. Michaelides, lacked statutory notice and quorum under the articles and thus was not a valid company meeting. Nevertheless, section 181(5) permits the surviving director to fill a casual vacancy, but section 181(1) requires prior written consent; none was evidenced, rendering Kumas appointment invalid. The court held the transfer of one share to Kuma valid under the articles, while expressing serious concerns over a subsequent apparent new issue of shares, citing potential breaches of sections 56, 57, 202(2), and 204. The applicants rights under section 99(3) were noted, and the registrar was urged to consider an inquiry under section 219(2).