POLITIS & ANOR v. PLASTICO LTD. (NO. 2)

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).