RE ASIEDU’S APPLICATION; ASIEDU v. GHANA FIBRE INDUSTRIES LTD. AND OTHERS

The applicant, Joseph Agyei Asiedu, is asking this court to make an order restraining Ghana Fibre Industries Ltd. and [p.618] Mr. Frantisek Vaculik and Mr. J. B. Barnes, officers of the company from appointing a new director to sign the company's statement of accounts since such a step will offend the provisions of sections 217 and 218 of the Companies Code, 1963 (Act 179).

The second respondent in this application, Mr. Frantisek Vaculik raised the point in his affidavit opposing the application that the application for an order of injunction should follow the issue of a writ of summons and since on such writ of summons has been issued by the applicant the injunction application is irregular and it should therefore not be entertained by this court.

Section 217 of the Companies Code states:

"217. (1) The Court on the application of any member may by injunction restrain the company from doing any act or entering into any transaction which is illegal or beyond the power or capacity of the company or which infringes any provision of its Regulations, or from acting on any resolution not properly passed in accordance with this Code and the company's Regulations, and may declare any such act, transaction or resolution already done, entered into, or passed to be void and of no effect:

Provided that,

(a) nothing in this section contained shall derogate from the protection afforded by any provision of this Code to any person dealing with the company;

(b) in relation to acts beyond the capacity or power of the company, this section shall be subject and without prejudice to the provisions of section 25 of this Code;

(c) the right afforded to a member to apply to the Court under this section shall be without prejudice to any right he may have to institute proceedings against any director of the company pursuant to section 210 or to apply to the Court under section 218 of this Code.

(2) In any proceedings by a member under this section the Court may, if it shall think fit, order that the member shall give security for the costs of the company and may direct that the application shall be heard in chambers.”

Order 74 of the Supreme [High] Court (Civil Procedure) Rules, 1954 (L.N. 140A), also states:

"Where no provision is made by these Rules the procedure, practice and forms in force for the time being in the High Court [p.619] of Justice in England shall, so far as they can be conveniently applied, be in force in the Supreme Court of the Gold Coast.”

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