Wakilii

Husseinali H Jivraj v Ranchers Limited (HCT-00-CV-CI- No. 0027 of 2009)

High Court · [2009] UGHC 143 · 2009 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for court orders to enable calling and conducting an extraordinary general meeting of the company
Decision
Application granted with ruling to be delivered on 28 May 2009 at 4:00 p.m.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Where a co-shareholder and co-director died in an accident leaving the applicant as sole remaining shareholder and director, the court has power under Section 135 of the Companies Act to order an extraordinary general meeting be called and conducted by the applicant where it is impracticable to call a meeting in the manner prescribed by the Articles of Association requiring a minimum of two directors.

Outcome

Application granted with ruling to be delivered on 28 May 2009 at 4:00 p.m.

Facts

The applicant and one Ryaz Kulji formed Ranchers Limited in 2002, each holding 50% shares and serving as directors and joint signatories to company accounts. On 2 May 2009, Ryaz Kulji died in a motor rally accident. His death brought the company's business to a standstill. The applicant became the only remaining member and director of the company. Under Section 29 of the Companies Act a company must have at least two members, and under Article 37 of the Articles of Association a minimum of two directors is required for a board meeting. The applicant could not access company funds and the company could not meet its obligations to suppliers and employees. The applicant could not call an extraordinary general meeting in the manner prescribed by the company's articles because the board was non-existent and a simple majority could not be achieved.

Issues

  1. Whether the court can order an extraordinary general meeting to be called and conducted by the sole surviving shareholder under Section 135 of the Companies Act.
  2. Whether the applicant can constitute a board of directors meeting as the only remaining director.

Rules and key headnotes

Company Law — Meetings — Power of Court to Order Meeting Where Impracticable to Call Meeting in Prescribed Manner
Under Section 135 of the Companies Act, the court has power to order that a meeting of a company be called, held and conducted in such manner as the court thinks fit where it is impracticable to call a meeting of the company in any manner in which meetings of the company may be called.
Company Law — Directors — Sole Surviving Director — Inability to Constitute Valid Board Meeting
Where the Articles of Association require a minimum of two directors to constitute a valid board meeting and only one director remains following the death of a co-director, a board meeting cannot be validly convened in the manner prescribed by the articles absent a court order under Section 135 of the Companies Act.

Legislation cited (4)

Full judgment

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Husseinali H Jivraj v Ranchers Limited (HCT-00-CV-CI- No. 0027 of 2009) [2009] UGHC 143 (27 May 2009)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.