Appeal Court grants Interim Order against Registrar of Companies on application made by Co-operative Insurance

The Court of Appeal on 11 August granted an Interim Order in Writ Application bearing No. CA Writ 463/2023 preferred by Co-operative Insurance Company PLC, seeking reliefs against the Registrar of Companies (the 1st Respondent). 

The Insurance Regulator, Insurance Regulatory Commission of Sri Lanka (the IRCSL) and Kalupahana & Thilakarathne Law Associates, the Secretary of the Company were also named as 2nd, 3rd and 4th Respondents respectively for purposes of notice and assisting Court. The Interim Order was by a bench consisting of the Court of Appeal Acting President Justice Sobitha Rajakaruna and Justice M. Marikkar, effective for 14 days, against the Registrar of Companies, restraining and / or preventing information in certain forms pertaining to certain purported appointments and removals made to the board of directors of Co-operative Insurance Company PLC being given public notice and / or being displayed and restricting the Registrar of Companies from issuing of any copies of the said disputed forms to the public in any manner whatsoever through their eRoC system, the website or through any other manner.

This application to the Court of Appeal was preferred by Co-operative Insurance Company PLC the Petitioner. As set out in the Petition, certain forms pertaining to certain purported appointments of the board of directors of Co-operative Insurance Company PLC had been accepted and registered in an illegal and an arbitrary manner by the Registrar of Companies on or around the 27 February 2023. It was further submitted by Co-operative Insurance Company PLC, the Petitioner, that by accepting these forms, the Registrar of Companies had acted in a manner contrary to the Orders of the Commercial High Court, and had also acted against the directions of the IRCSL which had not approved these purported appointments which had been reflected through the disputed forms. Co-operative Insurance Company PLC through the Petition further set out that the Registrar of Companies had accepted these forms in February 2023 in the backdrop where multiple litigations were pending in multiple Courts between two factions of directors of Co-operative Insurance Company PLC. 

The Petitioner’s position through the Petition was that though the Registrar of Companies had been informed of the illegality of the purported forms and that such forms had contained illegal and wrongful appointments and removals made to the board of directors, the Registrar had failed to expunge or remove the disputed forms. Moreover, the position of Co-operative Insurance Company PLC was that even though the disputes within the Company had been resolved, information which had been admitted to have been wrong were continuously being displayed to the public by the Registrar of Companies and thus causing impediments to the legally appointed board members of Co-operative Insurance Company PLC. 

The application to the Court of Appeal was preferred on an urgent basis as set out in the Petition where the Annual General Meeting of Co-operative Insurance Company PLC had been scheduled for this month, and the information shown to the shareholders and the public at large through the forms depicted illegal and wrongful information when the clear objective of the Registrar of Companies was to depict truthful and correct information to the general public. Pursuant to hearing the submissions made Counsel, the Court of Appeal granted the said Interim Order for 14 days and fixed the matter for support for the 23 August 2023.

The Petitioner, Co-operative Insurance Company PLC was represented by Nishan Sydney Premathirathne, AAL who appeared with Sidath Gajanayaka, AAL and Nimashi Fernando, AAL instructed by Ishara Jayakodiarachchi, AAL. Legal Representatives of the 1st Respondent Registrar of Companies and the 2nd Respondent IRCSL were in Court. The Secretary of Co-operative Insurance Company PLC, Kalupahana & Thilakarathne Law Associates was represented by Dr. Harsha Cabral, President’s Counsel who appeared with Vikum Jayasinghe, AAL instructed by Gamindu Karunasena, AAL. Co-operative Insurance Company PLC, incorporated in 1999, is an insurance service provider with the third largest network in Sri Lanka, and is a Company with approximately 4800 shareholders, a net asset value of over Rs. 5 billion, having over 2000 employees and over 1 million policyholders with a fully owned a subsidiary company named Cooplife Insurance Company Limited with over 30,000 life policyholders. The affairs of Co-operative Insurance Company PLC are duly regulated by the Insurance Regulator, the Insurance Regulatory Commission of Sri Lanka.