VERONICA ANIN-MENSAH v. BENNYVEE CHEMIST LIMITED & ORS
2015
HIGH COURT
GHANA
CORAM
- HER LADYSHIP ANGELINA MENSAH-HOMIAH (MRS.)
Areas of Law
- Company Law
- Corporate Governance
- Shareholder Rights
2015
HIGH COURT
GHANA
CORAM
AI Generated Summary
The Applicant successfully argued that the 3rd Respondent's conduct towards the 1st and 2nd Respondent Companies was oppressive and unfairly prejudicial. The court ordered a financial audit, accounting for profits, and payment of directors fees to remedy the oppression.
JUDGMENT
On 20/11/2014, the Applicant herein filed an application under sections 218,210,220 and 239 of the
Companies Act, 1963 (Act 179) seeking the following reliefs:
1. A declaration that the 3rd Respondent has conducted the affairs of the 1st and 2nd Respondents in a manner that is illegal, oppressive of, unfairly prejudicial to and discriminatory against the Applicant in her capacity as a shareholder and director of the 1st and 2nd Respondents;
2. An order of perpetual injunction restraining the Respondents from making further illegal, oppressive, unfair prejudice and discriminatory act;
3. An order of injunction restraining the 3rd Respondent by himself or his servant or agent or otherwise howsoever from running the business;
4. An order for the appointment of Receiver and Manager to manage the 1st and 2nd Respondent Companies and their properties;
5. An order for the appointment of an inspector to investigate Respondent Companies from 1st January, 2001 to date of appointment of the Receiver and Manager;
6. Further or other orders as this court may deem fit.
BACKGROUND
The Applicant and the 3rd Respondent who used to be husband and wife but now divorcees, are the only shareholders and Directors of the 2nd and 3rd Respondent Companies which were formed in the course of their marriage. Whereas the Applicant is a minority shareholder with 30% and 20% shares, the 3rd Respondent is the majority shareholder with 70% and 80% shares respectively. It is instructive to note that the Applicant is contesting the shareholding structure in a separate suit which she says is pending before the Court of Appeal.
From the motion paper, the court has been invited to consider the instant application under sections 218,210,220 and 239 of the Companies Act, 1963 Act 179. First, i will consider the application under section 218.
It is provided under section 218 of the Companies Act 1963 Act 179 as follows:
(1) A member or debenture holder of a company or, in a case falling within section 225, the Registrar, may apply to the Court for an order under this section on the ground
(a) that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or debenture holders or in disregard of the proper interests of those members, shareholders, officers, or debenture holders of the company, or
(b) that some act of the company has been done or is threatened or that a resoluti