Court dismisses case filed by Cooperative Insurance Company Chairman

• Contempt of Court proceedings against Chairman, CEO and former Secretary to continue

The Commercial High Court on 30 May 2023, dismissed the action bearing No.: CHC/37/2022/CO filed in the Commercial High Court by the Chairman of Cooperative Insurance Company PLC, Susil Shantha Weerasekera as the Petitioner. 

This action had been filed in September 2022 by the Chairman as a shareholder action under sections 224 and 225 of the Companies Act No. 7 of 2007 and the Petitioner had moved Court for ex-parte Interim Relief. The Interim Orders so sought from the Commercial High Court were in respect of suspending certain decisions including the Petitioner’s removal as Chairman which had been effected on the 31 of August 2022, restraining certain directors from convening board meetings and documentation of the company.  

The Respondent majority directors of Cooperative Insurance Company PLC objected to such Interim Orders by way of relevant applications and also objected to the maintainability of the Petitioner Chairman’s application on the basis that the Chairman was not a shareholder of Cooperative Insurance Company PLC, and therefore that the Chairman cannot invoke the jurisdiction of the Commercial High Court under provisions of shareholder remedies of sections 224 and 225 of the Companies Act.

Furthermore, on a subsequent application made by the Respondent majority directors in the same action, the Commercial High Court granted several other Interim Orders on 28 of February 2023 against the Chairman, Chief Executive Officer / Managing Director and the former Secretary, inter alia, in respect of maintaining the composition of the board at the institution of the action.

In addition, Contempt of Court proceedings were commenced against the Petitioner Chairman on a charge of presenting a falsified affidavit to Court and in addition against the Petitioner Chairman, Chief Executive Officer / Managing Director  M.G. Udaya P. Kumara and the former Secretary of Cooperative Insurance Company PLC G.R.T. Associates  for violating Interim Orders granted by Court. The Commercial High Court, pursuant to the applications of Contempt of Court being supported, proceeded to issue Contempt of Court summons and directed the parties to appear in Court in person on the 12 of June 2023.

In respect of the jurisdiction objection, pursuant to hearing extensive submissions of parties pertaining to the maintainability of the action filed by the Petitioner Chairman of Cooperative Insurance Company PLC Susil Shantha Weerasekara, the Commercial High Court proceeded to dismiss the action upholding the objection on the 30 of May 2023. The Contempt of Court proceedings which have already commenced are to be taken up on the 12 of June 2023.

The Petitioner Chairman Susil Shantha Weerasekara was represented by Attorney-at-Law Nuwan Bopage, with  Attorney-at-Law Manoj Jayasena, instructed by Attorney-at-Law Sasika Senaratne. Two directors of Cooperative Insurance Company PLC, namely  A.B. Senadeera and M. Widanagamage who objected to the maintainability of the action were represented by President’s Counsel Dr. Harsha Cabral, with Attorney-at-Law Vikum Jayasinghe instructed by Premier Legal Consultants. Three other directors of Cooperative Insurance Company PLC, namely Deputy Chairman D.L. Samarawickrama,  A.A.J. Amarasinghe and  P.B. Jayarathne who also objected to the maintainability of the action were represented by  Attorney-at-Law  Nishan Premathiratne with  Attorney-at-Law  Sidath Gajanayaka, and  Attorney-at-Law  Tharika Ruwanpura, instructed by Premier Legal Consultants. The Chief Executive Officer / Managing Director  M.G. Udaya P. Kumara and  D. Thilakawardena, directors of Cooperative Insurance Company PLC were represented by  Attorney-at-Law ,Naamiq Nafath. The former Secretary of Cooperative Insurance Company PLC G.R.T. Associates was represented by  Attorney-at-Law Buddhika Illangathileke instructed by Attorney-at-Law Madushi Saluviyanage.