Ratio DecidendiRatio DecidendiRatio Decidendi



MIRFIELD PROPERTIES LTD
V.
STARWIN PRODUCTS (SPL) AND K. SECURITIES (GH) LTD

(2016) JELR 63651 (CA)    
Court of Appeal  ·  CIVIL APPEAL NO.:H1/48/2016 ·  24 Nov 2016 ·  Ghana
CORAM
S.E. KANYOKE JA (Presiding), A.M. DORDZIE JA, I.O. TANKO AMADU JA

Ratio Decidendi

Core Terms Beta
appellant
agm
members
respondent company
notice
renounceable rights issue
trial court
member
short notice
extraordinary general meeting
ghana cedis
renounceable rights
trial judge
respondent
agm minutes
counsel
high court
said meeting
weight of evidence
annual general meeting
company
counsel’s argument
enviro solutions ltd.
ground of short notice
majority shareholder
regulations of the company
relevant laws
rights issue
appellant’s representative
applicant’s case
case of the appellant
dissenting vote
first ground of appeal
following grounds of appeal
following orders
formal request
further argument of counsel
further case of the appellants
notice of appeal
prayer of the appellant
ruling of the trial court
said shareholder
special resolutions
support of the appeal
support of the third ground of appeal

A.M.DORDZIE (MRS), J.A.

FACTS:

The 1st Respondent/Respondent is a company that manufactures pharmaceuticals. The 2nd Respondent is a financial advisor and sponsoring broker of the 1st Respondent Company. I will refer to the parties as appellant and respondents.

The Appellant herein is a majority shareholder and member of the 1st Respondent Company. The 1stRespondent Company issued notice to its members (notice is dated 10/4/2013) inviting them to its 10th Annual General Meeting (AGM) on the 19th of June 2013.

The notice contained the agenda for the meeting; the contents of the agenda had among others the following:

(a) “To authorize the Directors to issue additional shares through a renounceable rights issued to raise up to GH¢10, 000,000 (Ten Million Ghana Cedis) in accordance with the regulations of the company, the Companies Code, 1963 (Act 179) and other relevant laws and regulations and subject to prior approval of the Ghana Stock Exchange.
(b) To authorize the Directors to offer any s…
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