Commercial High Court restrains three directors of Spice of Life

By S.S. Selvanayagam

The Commercial High Court issued an Interim Order restraining three directors of the Spice of Life Ltd. from a purported allotment of shares as well as issuing abstracts of board papers which have not been passed by the Board of Directors.

 High Court Judge Ruwan Fernando also issued notices on the respondents returnable for 2 February 2018.

Petitioner Ali Asger Shabir Gulamhusein cited the Spice of Life Ltd, its directors Taher Abbas Gulamhusein, Idris Shabbir Gulamhusein, Ali Asghar Yusuf Tyebkhan and its Company Secretary S.K. Dilanka Mendish as respondents.

The petitioner states that his father, the late Dr. Shabbir Gulamhusein, and his brother Taher Abbas Gulamhusein were the only shareholders in the company holding an equal number of shares.

He states Dr. Shabbir Gulamhusein in his last will bequeathed, among other things, his shareholding in the company to him and the testamentary case in relation to Dr. Shabbir Gulamhusein is pending in the District Court of Colombo.

The petitioner states that the three directors and the Company Secretary are acting in collusion for a purported allotment of shares without due notice to him or obtaining his consent whereas he has been bequeathed 50% of the shares of the company.

The petitioner complains that Company Secretary Mendis has issued several bogus Board Resolution Abstracts which have never been passed at any meeting of the directors nor have they obtained the consent of directors through circulation.

He alleges that the directors Taher Abbas Gulamhusein, Idris Shabbir Gulamhusein and the wife of director Ali Asghar Yusuf Tyebkhan have instituted legal action against him in various courts to deprive him of what is lawfully bequeathed upon him by his late father.

He states that at all times the Company Secretary has acted in collusion with the other respondent directors.

He complains that thus the purported share allotment attempt is a conspiracy of the respondents to deprive him of a controlling shareholding of the company.

Kapila Liyanagamage with Niranjan Arulpragasam, instructed by G. G. Arulpragasam, appeared for the petitioner.