IN RE WEST COAST DYEING INDUSTRY LTD; ADAMS AND ANOTHER vs. TANDOH [1985]DLCA925

Date	1985-03-07
Suit No.
Citation No.	[1985]DLCA925

MENSA BOISON JA

ABBAN JA

OSEI-HWERE J.A.

QUANSAH FOR THE APPELLANT.

DR. KUMA (WITH HIM AGYEMAN AND ZWENNES) FOR THE RESPONDENT

[1985]DLCA925
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													<main id="main" class="content" style="min-height: 60rem" ><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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IN RE WEST COAST DYEING
INDUSTRY LTD; ADAMS AND ANOTHER <o:p></o:p>

{COURT OF APPEAL, ACCRA} <o:p></o:p>

[1984-86] 2 GLR 561<o:p></o:p>

DATE:
7 MARCH 1985<o:p></o:p>

</div><o:p>&nbsp;</o:p>COUNSEL:&nbsp;&nbsp; <o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0in 0in 0in 0in">

QUANSAH FOR THE APPELLANT. <o:p></o:p>

</div>CORAM:
<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0in 0in 0in 0in">

MENSA BOISON, ABBAN AND OSEI-HWERE JJ.A.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF ABBAN J.A.<o:p></o:p>Originally
there were two appellants. But when the appeal was called for hearing, learned
counsel for the second appellant announced to the court that his client was no
longer pursuing the appeal and in consequence thereof he had filed “notice of
withdrawal of appeal.” The court in the circumstances dismissed the appeal of
the second appellant, Charles Tetteh Darko, and awarded costs of ¢2,000 against
him and in favour of the respondent.<o:p></o:p><o:p>&nbsp;</o:p>Thus, so
far as the second appellant is concerned, the judgment entered against him in
the court below stands with full force and effect. The first appellant alone
pursued the appeal in this court and for the sake of brevity he will,
hereafter, be referred to simply as the appellant.<o:p></o:p><o:p>&nbsp;</o:p>The
appellant brought an application in the High Court, Accra under sections 218,
220 and 222 of the Companies Code, 1963 (Act 179), asking for certain reliefs
against the respondent in respect of a company known as West Coast Dyeing
Industry Ltd. The substance of the complaint alleged, inter alia, that the
respondent, who was the managing director and the majority shareholder of the
said company, had conducted the company’s business in a manner oppressive of
the minority. That is the respondent had conducted the company’s affairs with
complete disregard of the interests of any shareholder other than the
respondent himself. A number of instances of the respondent’s alleged conduct
were particularised by the appellant in his affidavit in support of the
application.<o:p></o:p>The
appellant attached to his application annexures marked A, B, B1 and C,
respectively. Annexure B contained minutes of an extraordinary general meeting
held by the shareholders of the West Coast Group of Companies, namely the West
Coast Dyeing Industry Ltd; the West Coast Spinning Co. Ltd; Solid Construction
Co. Ltd. and the West Coast Farms Ltd. These minutes indicated that the
appellant was, on 15 February 1980, dismissed as the managing director of Solid
Construction Co. Ltd. and was also removed from the directorship of all the
other sister companies. The notice of the said removal and dismissal was
conveyed to the appellant by a letter, annexure B1, which, among other things,
stated:<o:p></o:p><p class="MsoNormal" style="margin-top:0in;margin-right:0in;margin-bottom:5.0pt;
margin-left:.5in;text-align:justify;mso-pagination:none;border:none;mso-padding-alt:
31.0pt 31.0pt 31.0pt 31.0pt;mso-border-shadow:yes">“The
shareholders resolved, in view of the very serious and fraudulent nature of
your actions against the Solid Construction Co. Ltd. during your tenure as
managing director and your own decision as contained in your reply (undated) to
the executive chairman’s letter of 7 June 1979 to sever your business
connections with the executive chairman, that you be removed as a director of
Solid Construction Co. Ltd. and the other companies within the West Coast
Group.”<o:p></o:p><o:p>&nbsp;</o:p>In his
affidavit paragraph (1), the appellant stated, “I am a director and shareholder
of West Coast Dyeing Industry Ltd., incorporated under the laws of Ghana in or
about October 1966 as No. 1918.” On this basis, the appellant asked for several
reliefs. The reliefs sought included an order declaring null and void the
transactions which had been recorded in the minutes of the extraordinary
general meeting of the shareholders within the West Coast Group of Companies
held on 15 February 1980, which I have already referred to, and a declaration
that his dismissal from the directorship of West Coast Group of Companies was
also null and void. The appellant further asked the court for an order directed
to the Registrar of Companies to appoint inspectors to investigate the affairs
of all the companies within the West Coast Group of Companies by virtue of section
220 of Act 179. The appellant in his concluding paragraph asked the court “to
make such further or other orders as the court may seem fit.”<o:p></o:p>