IN THE MATTER OF SECTIONS 35 AND 99 OF THE COMPANIES ACT, 1963 (ACT 179) AND IN THE MATTER OF GEMINI MARITIME SERVICES LIMITED AND IN THE MATTER OF AN APPLICATION BY PROFESSOR FLORENCE ABENA DOLPHYNE AND AFIBA MAMECHIE DOLPHYNE FOR THE RECTIFICATION OF THE REGISTER OF MEMBERS OF GEMINI MARITIME SERVICES LIMITED BETWEEN FLORENCE ABENA DOLPHYNE AND AFIBA MAMECHIE DOLPHYNE AND GEMINI MARITIME SERVICES AND THE REGISTRAR OF COMPANIES [2019]DLHC7536

IN THE MATTER OF SECTIONS 35 AND 99 OF THE COMPANIES ACT, 1963 (ACT 179) AND IN... [2019]DLHC7536

Date	2019-07-24
Suit No.	SUIT NO. CM/MISC/0910/19
Citation No.	[2019]DLHC7536

JEROME NOBLE-NKRUMAH JUSTICE OF THE HIGH COURT

TERRY THOMPSON HOLDING BRIEF FOR THADDEUS SORY FOR THE APPLICANTS

BENEDICTA ANTWI HOLDING BRIEF FOR OSAFO BUABENG FOR THE 1ST RESPONDENT

[2019]DLHC7536
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													<main id="main" class="content" style="min-height: 60rem" >IN THE MATTER
OF SECTIONS 35 AND 99 OF THE COMPANIES ACT, 1963 (ACT 179)<o:p></o:p>AND<o:p></o:p>IN THE MATTER
OF GEMINI MARITIME SERVICES LIMITED<o:p></o:p>AND<o:p></o:p>IN THE MATTER OF AN APPLICATION BY PROFESSOR FLORENCE ABENA
DOLPHYNE AND AFIBA MAMECHIE DOLPHYNE FOR THE RECTIFICATION OF THE REGISTER OF
MEMBERS OF GEMINI MARITIME SERVICES LIMITED<o:p></o:p>BETWEEN<o:p></o:p>FLORENCE ABENA
DOLPHYNE AND AFIBA MAMECHIE DOLPHYNE<o:p></o:p>AND<o:p></o:p>GEMINI
MARITIME SERVICES AND THE REGISTRAR OF COMPANIES<o:p></o:p>[HIGH COURT (COMMERRCIAL DIVISION), ACCRA]<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0cm 0cm 1.0pt 0cm">

SUIT
NO. CM/MISC/0910/19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;&nbsp;DATE: 24TH JULY, 2019<o:p></o:p>

</div>COUNSEL:
<o:p></o:p>TERRY
THOMPSON HOLDING BRIEF FOR THADDEUS SORY FOR THE APPLICANTS<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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BENEDICTA
ANTWI HOLDING BRIEF FOR OSAFO BUABENG FOR THE 1ST RESPONDENT<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;
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JEROME
NOBLE-NKRUMAH JUSTICE OF THE HIGH COURT<o:p></o:p>

</div><o:p>&nbsp;</o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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</div>NOTICE OF MOTION <o:p></o:p>APPLICATION FOR AN
ORDER OF RECTIFICATION OF REGISTER OF MEMBERS – ORDER 19 CI 47<o:p></o:p>By the Applicants Notice of Motion
filed 3/6/19, they seek an order of rectification of the Register of Members of
1st Respondent Company to reflect the Applicants as the holders of
50,000 shares in the 1st Respondent.<o:p></o:p>The 1st Applicant in an
affidavit in support of the application has deposed that the 1st Respondent
previously Greenwich Maritime Services, was incorporated as a company limited
by shares under the laws of Ghana [exhibit
B]. That 1st Respondent was incorporated with two shareholders
namely Kofi Dolphyne [now deceased] and Nana Ofei Nkansah and each held 50,000
shares.<o:p></o:p>The Applicants going further say the
said Kofi Dolphyne died interstate on the 21st day of January 2017
leaving behind the 1st Applicant as his widow and 2 daughters, the 2nd
Applicant inclusive. That subsequent to the demise of Kofi Dolphyne, the Applicants
on the 21st of July 2017 applied for and were granted Letters of
Administration to administer the estate of the deceased [exhibit C]<o:p></o:p>It is the Applicants case that upon the
death of said Kofi Dolphyne, his shares in the 1st Respondent by law
are deemed to have automatically and by operation of the law transmitted to the
Applicants as administrators of the estate of the deceased. &nbsp;Relying on the matter of Politis and Another v Plastico [1967] GLR 9, as personal
representatives of Kofi Dolphyne, Applicants say the 1st Respondent
is enjoined to register them in accordance with Regulation 33 of the Company
regulations[exhibit B]. However according to the Applicants in their affidavit
in support, the 1st Respondents other Directors including its only
other shareholder have refused to give in to the demands to register Applicants
as 1st Respondents shareholder in the stead of the deceased, not even
in the face of a letter written to the 1st Respondent by their
lawyer nor a requisition for a meeting has yielded the desired results. <o:p></o:p>The Applicants say by a letter dated 5th
October 2018, the 1st Respondent justified its refusal to register
the Applicants as member /shareholder on the ground that though Kofi Dolphyne
subscribed to 50,000 shares, all calls on him to pay for the said shares proved
futile during his life time and that the Applicants are administrators of the
estate, whose duty it is to administer the estate in accordance with PNDCL 111.<o:p></o:p>&nbsp;In opposing this the 1st Respondent
admit the deceased subscribed to 50,000 shares in the 1st Respondent
and therefore by Section 30 of Act 179 became a member of the 1st Respondent.<o:p></o:p>