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Three directors and two shareholders of Donewell Insurance Company Limited have filed a writ at the Commercial Division of the High Court against the company and eight others seeking an order to restrain Mr Ato Essuman, a director and shareholder, and any other person acting in concert with him from purporting to act as an interim board of the company.
The plaintiffs are further seeking a declaration to annul the company's extraordinary general meeting of shareholders held in June this year.
They are also seeking a declaration that the shares of the company held by the Central Link Investment Ltd, owned by Mr Essuman, having been obtained illegally and fraudulently through his convenience, were void for which the share certificate should be cancelled.
The plaintiffs are T. E. Osam Duodu, Mrs Naomi Okine, and King Tackie Tawiah II, the Ga Mantse, all directors, as well as Mr J.S. Addo and Mr Osafo Marfo, also shareholders.
Apart from Donewell and Central Link Investment Ltd as corporate entities, the other defendants are Mr Essuman, a shareholder and director, Siisi Crentsil, also a shareholder.
Also joined in the suit are Mr Francis Collins Annan and Mr Richard Stanley Quarshie, who hold shares in trust for the Association of Methodist Church Choirs and the Association of Methodist Men's Fellowships respectively.
The rest are Mr Kish Ato Odum, Mr Ben Aryee and A.B. Ankra, who also hold shares in trust for the Methodist Church, Cape Coast, Tarkwa and Sekondi respectively.
According to the plaintiffs, Mr Essuman was in breach of his fiduciary duties to Donewell and them and was thus disqualified from acting as a director of Donewell by his illegal acts of fraud and misrepresentation committed in respect of the unlawful transfer of Donewell's shares to Central Link.
They claim that by their acts of aiding and abetting the illegal EGM of June 10, 2010 and the consequent illegal acts flowing there from without the appropriate mandate from the beneficiaries under the trusteeship, the defendants were in breach of their legal and fiduciary duties enshrined in the trust deed and should be removed as trustees.
The plaintiffs said that being the first directors of Donwell in 1988 and 1992, they had, through hard and prudent investment policies, brought the company to a status which Mr Essuman found worthwhile to invest in its shares in or around 2002.
They said Mr Essuman, between January 2009 and August 2009, without the appropriate disclosures to them, the entire board of directors of Donewell or other existing shareholders and with the connivance of certain officers of Donewell, fraudulently transferred 10 million of his shares to Central Link Investment Ltd, which he owned solely, in violation of the company's regulations and at a price far below that which the plaintiffs would have approved for a private placement.
Source: Daily Graphic/Ghana
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