Wakilii

Sharad Panchappa Birajdar and Another v Balsure Sudhir and Others (Application Cause No. 33081 of 2025)

Tribunal · [2025] UGRSB 25 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies under Section 243 of the Companies Act Cap 106 and Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 for relief from oppressive conduct and rectification of the company register
Decision
Application granted. Impugned resolutions expunged from company register. Directors and members restored to their positions. Independent audit ordered within 60 days.

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

The Registrar held that three resolutions removing directors and members of Maharashatra Mandal Kampala Limited were illegally obtained because they were passed without proper notice, without convening meetings as required by the Companies Act, and in one case involved a forged signature. The conduct constituted oppression of the applicants as company members. The Registrar ordered the resolutions expunged from the register and directed appointment of an independent auditor within 60 days.

Outcome

Application granted. Impugned resolutions expunged from company register. Directors and members restored to their positions. Independent audit ordered within 60 days.

Facts

The applicants, directors and members of Maharashatra Mandal Kampala Limited, discovered in May 2025 that resolutions had been registered removing them as directors and members without their knowledge or consent. An ordinary resolution dated 02 August 2024 removed Patel Ankush Vijaykumar as director without notice or a general meeting. Another resolution of the same date removed Sagar Sawant and Patel Ankush Vijaykumar as members. An undated resolution registered on 06 March 2025 removed Sharad Panchappa Birajadar as director and member. A police forensic report confirmed that Birajadar's signature on the March 2025 resolution was forged. The applicants also complained of financial irregularities including failure to maintain proper books of accounts and failure to appoint an auditor. The respondents claimed the applicants had voluntarily resigned and produced WhatsApp communications as evidence, but provided no formal resignation letters or evidence of properly convened meetings.

Issues

  1. Whether the impugned resolutions were validly passed?
  2. Whether the affairs of the Company are being run in a manner that is unfairly oppressive to the Company members?
  3. What remedies are available to the parties?

Orders

  • The Ordinary Resolution dated 02nd August 2024 and registered on the 10th of October 2024 which removed Patel Ankush Vijaykumar as a Director be expunged for being illegally/wrongfully obtained.
  • The Ordinary Resolution dated 02nd August 2024 and registered on 10th October 2024 removing Sagar Sawant and Patel Ankush Vijaykumar as members be expunged for being illegally/wrongfully obtained.
  • The Resolution registered on 06th March 2025 removing Sharad Panchappa Birajadar as Director and member be expunged for being illegally/wrongfully obtained.
  • The Particulars of director and Secretary Forms (Form 20) registered on 10th October 2024, 06th March 2025 and 01st April 2025 be expunged for being illegally/wrongfully obtained. Only the Form 20 registered on the 22nd day of March 2024 shall be maintained on the register.
  • The Directors shall appoint an independent Auditor within sixty (60) days from delivery of this ruling to conduct a thorough comprehensive Audit of the Company. This complete Audited Report shall be shared with the members of the Company.
  • No order as to costs.

Rules and key headnotes

Company Law — Removal of Directors — Procedural Requirements — Special Notice
A company may remove a director by ordinary resolution before expiration of the director's term, but Section 191(2) and (3) of the Companies Act Cap 106 mandates that special notice be given to the director and the director must be entitled to be heard at the meeting, regardless of whether the director is a member of the company.
Company Law — Company Resolutions — Validity — Procedural Compliance
A resolution removing members from a company is invalid where no notice was given, no meeting was properly convened, and no compelling evidence of voluntary resignation exists beyond unauthenticated WhatsApp communications.
Company Law — Oppression of Members — Definition and Scope
Oppressive conduct under Section 243 of the Companies Act Cap 106 involves a visible departure from standards of fair dealing and a violation of conditions of fair play, affecting a member in their capacity as a member of the company, and typically involves a course of conduct rather than isolated events.
Company Law — Oppression of Members — Forged Signatures and Irregular Resolutions
The forgery of a member's signature on a resolution removing them as director and member, combined with filing of resolutions without proper notice or meetings, constitutes oppressive conduct towards company members.
Administrative Law — Registrar of Companies — Powers to Rectify Register
The Registrar of Companies has power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to expunge from the register any document that is misleading, inaccurate, issued in error, contains illegal endorsements, or is illegally or wrongfully obtained.
Administrative Law — Registrar of Companies — Jurisdiction
The Registrar of Companies possesses jurisdiction to adjudicate questions of both fact and law, including hearing complaints by oppressed members under Section 243 of the Companies Act Cap 106 and rectifying company registers under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.

Legislation cited (4)

Cases cited (7)

  • Baku Raphael and Another v Attorney General (Supreme Court Criminal Appeal No. 1 of 2005)
  • National Medical Stores v Penguins Ltd (High Court Civil Suit No. 29 of 2010)
  • Bryan Xsabo Strategy Consultants (Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)
  • Mathew Rukikaire v Incafex (U) Ltd (Civil Appeal No. 3 of 2015)
  • Elder vs Elder & Watson Ltd [1952] SC 49 at 55
  • Cliff Masagazi v Afriland First Bank (Company Cause No. 8 of 2020)
  • Kirima Ltd and 4 Others v Dr Hamlet Kabushenga (High Court Civil Suit No. 18 of 2022)

Full judgment

↓ Download PDF

The original judgment as reported. Read the original PDF before relying on any passage.

Sharad Panchappa Birajdar and Another v Balsure Sudhir and Others (Application Cause No. 33081 of 2025) [2025] UGRSB 25 (16 September 2025)
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.