Commercial High Court restrains three Spice of Life directors

By S.S. Selvanayagam
Commercial High Court issued an interim order restraining three directors of Spice of Life (Pvt.) 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 on February 2, 2018.Petitioner Ali Asger Shabir Gulamhusein cited Spice of Life (Pvt.) Ltd, its Directors Taher Abbas Gulamhusein, Idris Shabbir Gulamhusein, Ali Asghar Yusuf Tyebkhan and its company secretary S. Kulamini Dilanka Mendis as respondents.

The petitioner stated his father, the late Dr. Shabbir Gulamhusein and his brother Taher Abbas Gulamhusein were the only shareholders of the company, holding an equal number of shares. 
He stated Dr. Gulamhusein, by his last will, bequeathed among other things his shareholding in the company to him and the testamentary case in relation to Dr. Gulamhusein is pending in the District Court of Colombo.

The petitioner stated that the three directors and 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 percent of the shares of the company. 

The petitioner complained that company secretary Kulamini Dilanka Mendis has issued several bogus board resolution abstracts, which have never been passed at any meeting of the directors nor have obtained the consent of directors through circulation. 

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

He blamed that at all times the company secretary has acted in collusion with the other respondent directors. 

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

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