It is the prayer of the plaintiff-applicant (hereinafter referred to as the applicant) that the defendant-respondent (hereinafter referred to as the respondent) be, (a) made to sign company Forms 3 and 4 as required by section 27(1) of the Companies Code, 1963 (Act 179); (b) be removed as a director of the company; or (c) that the other directors submit the forms to the Registrar-General without the signature of the defendant and for further orders as this court may deem fit.
The application is supported by an affidavit consisting of seventeen paragraphs. The gist of the applicant’s case is that the company was incorporated to carryon business as a bank among other projects. In compliance with the section 27(1) of Act 179, the company applied for a certificate to commence business from the Registrar-General’s Department. Section 27 of Act 179 requires that company Forms 3 and 4 be signed by all the directors named in the regulations of the company at the time of the application. Even though the respondent is one of such directors, he has refused to sign the Forms despite repeated demands. It was urged that the bank had engaged staff, hired offices but could not carry on any business owing to the respondent’s conduct which was oppressive and causing heavy loss to the bank.
In urging, the court to grant the order, learned counsel for the applicant, relying extensively on the averments in the affidavit, submitted that the respondent’s refusal to sign the forms was holding up the operations of the bank. According to him, the respondent had set out extensively his reasons for failing to sign the forms, and that since he had clearly evinced an intention not to sign the forms, the company has submitted without his signature and further that since he had clearly shown that he no longer desired to carryon his duties as a director, the other [pg 1027] directors be allowed to buy him out and that he be removed from the company.
The application was opposed by the respondent. The gravamen of his case is that the applicant had no right to bring the present proceedings as he as a director was not given any notice of the application. According to him, the other directors had reneged on their promise to make him an executive director, he was locked out of his office and was prevented from using the company vehicle. It was further urged by learned counsel for the respondent that a mandatory injunction was not the appropriate remedy in circumstances where a di
