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Manoj Kumar Bakshi v Bank of Baroda Uganda Limited [2020] UGHCCD 240

High Court · 2020 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under Companies Act for leave to convene Annual General Meeting by electronic means
Decision
Application granted with conditions

Observed later treatment

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Holding

The High Court granted leave under section 142 of the Companies Act 2012 for Bank of Baroda Uganda Limited to convene its Annual General Meeting by electronic means due to COVID-19 restrictions. The court held that public health measures banning gatherings and international travel made it impracticable to hold a physical meeting as required by the company's articles, and that electronic convening was appropriate to ensure compliance with statutory requirements and proper governance.

Outcome

Application granted with conditions

Facts

Bank of Baroda Uganda Limited is a public company listed on the Uganda Securities Exchange with 2,073 shareholders, both local and foreign. The company held its last Annual General Meeting on 27 June 2019 and was required to hold its next AGM by 26 September 2020 under the Companies Act. The company's Articles of Association required physical attendance with a quorum of three members. Due to COVID-19 public health measures, the government banned public gatherings and international flights. Manoj Kumar Bakshi, an Executive Director of the company, applied to court for leave to convene the AGM by electronic means to comply with statutory requirements and enable proper governance.

Issues

  1. Whether it is impracticable for Bank of Baroda Uganda Limited to call and conduct its Annual General Meeting in the manner prescribed by its articles of association and the Companies Act due to COVID-19 public health restrictions.
  2. Whether the court should grant leave for the company to convene and hold its Annual General Meeting by electronic means.

Orders

  • Bank of Baroda (Uganda) Limited is granted leave to convene the Annual General Meeting for the year ended 31st December 2019 by electronic means, subject to obtaining a prior no-objection from Uganda Securities Exchange and complying with all applicable notices.
  • The costs of this application are to be met by the company.

Rules and key headnotes

Company Law — Annual General Meetings — Court Power to Vary Manner of Convening
Where for any reason it is impracticable to call or conduct a company meeting in the manner prescribed by the company's articles or the Companies Act, the court may under section 142 of the Companies Act 2012 order that a meeting be called, held and conducted in such manner as the court thinks fit.
Company Law — Annual General Meetings — Electronic Meetings — COVID-19 Restrictions
Public health measures banning gatherings and restricting travel in response to the COVID-19 pandemic constitute circumstances rendering it impracticable for a listed company with over 2,000 shareholders to convene a physical Annual General Meeting as required by its articles, justifying court leave to convene the meeting electronically.
Company Law — Annual General Meetings — Regulatory Compliance Conditions
Where the court grants leave for a listed company to convene an Annual General Meeting by electronic means, it may impose conditions requiring prior regulatory approval from the Uganda Securities Exchange and compliance with applicable notices to protect shareholder interests.

Legislation cited (4)

Full judgment

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Manoj Kumar Bakshi v Bank of Baroda Uganda Limited 2020 UGHCCD 240 (17 July 2020)
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.