Harrilal Ragoobar v Rennie Roberts, Rajendra Hollis Ragbirsingh, Terry Ragbir, James Roberts
Jurisdiction | Trinidad & Tobago |
Judgment Date | 24 June 2022 |
Neutral Citation | TT 2022 HC 146 |
Docket Number | Claim No: CV 2017-00185 |
Court | High Court (Trinidad and Tobago) |
IN THE MATTER OF THE COMPANIES ACT 1995
AND
IN THE MATTER OF VHK GENERAL CONTRACTORS COMPANY LIMITED
Vhk General Contractors Company Limited
the Honourable Mme. Justice Jacqueline Wilson QC
Claim No: CV 2017-00185
THE REPUBLIC OF TRINIDAD AND TOBAGO
Mr. Gerard Raphael Attorney at law for the Claimant
Ms. Natalie King Attorney at law for the First, Second, Fourth and Fifth Defendants
Ms. Ashley Badal Attorney at law for the Third Defendant
By claim form filed on 16 January 2017 the claimant alleges that the second, third, fourth and fifth defendants have exercised their powers as directors of the first defendant in a manner that is oppressive and/ or unfairly prejudicial to the interests of the claimant in the first defendant. The claimant seeks the following relief:
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a. A declaration that the second, third, fourth and fifth defendants provide a detailed statement and/ or account of all transactions conducted by them on behalf of the first defendant for the period May 2015 to the present;
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b. An order that the defendants do pay to the claimant all sums due and owing to the claimant, as shareholder, under the court order dated 22 July 2016;
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c. Costs;
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d. Further and/ or other relief.
In his statement of case, the claimant states that he is a shareholder and former director of the first defendant. He was appointed as director upon its incorporation on 22 April 2005 and was removed on 8 June 2015. Messrs. Vijay Moonesar and Kenneth Ramlal were also appointed as directors upon the incorporation of the first defendant and were removed on 21 June 2010, when the third, fourth and fifth defendants were appointed to replace them. The second defendant was appointed as director on 28 May 2015.
The third, fourth and fifth defendants are shareholders of the first defendant. The claimant states that on 8 July 2013, at a meeting of directors, a special resolution was passed in which one thousand (1000) ordinary shares in the first defendant were allotted as follows:
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• 325 to the claimant
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• 325 to the third defendant
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• 150 to the fourth defendant
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• 200 to the fifth defendant
The claimant alleges that as of 31 December 2013, the first defendant's fixed assets were valued at $520,812.00; that he has lent the sum of $614,802.00 to the first defendant to meet its expenses; and that the first defendant has failed to repay the full, which lead him to institute proceedings (CV2015-02340) to recover the outstanding sum. On 22 July 2016 he obtained a judgment in his favour under which the first defendant was ordered to pay the sum of $466,000.80 to him together with prescribed costs in the sum of $46,200.00.
Thereafter, the claimant issued proceedings to enforce the court order and, on 11 November 2016, an order was made requiring Trinidad Cement Limited (TCL), as garnishee, to pay the sum of $134,000.36 to the claimant towards satisfaction of the judgment debt.
The claimant states that, as directors of the first defendant, the second, third, fourth and fifth defendants owe him a duty to act honestly, in good faith and in the best interests of the company and to exercise reasonable care, diligence and skill. He states that during the period August to December 2015, TCL paid the sum of $1,055,335.22 to the first defendant and that in January, March and June 2016, further sums were paid in the respective amounts of $333,789.30, $964,368.40 and $377,704.40. He states further that the said payments were not deposited to the account held by the first defendant at Republic Bank Limited and the first defendant has failed to provide financial statements for the years 2014, 2015 and 2016.
The claimant states that by letter dated 29 June 2016, his Attorneys wrote to the third defendant stating that the sum of $950,000.00 had been paid into a new account held by the first defendant at the Bank of Baroda and instructing the third defendant to transfer the sum to the first defendant's Republic Bank account.
In their defence filed on 19 April 2017, the first, second, fourth and fifth defendants (the defendants) state that the claimant and third defendant were the Managing Directors of the first defendant with full control of its operations. They state that the first defendant's financial statements were not disclosed to them nor were they given access to its financial records. They first became aware of the bank statements for the Republic Bank account in September 2015, when the second defendant discovered them in a filing cabinet in the first defendant's offices and were not aware of the debt due to the claimant under the court order made in the earlier proceedings.
The defendants state that the Republic Bank account was opened by the claimant upon the incorporation of the first defendant in 2005 and that on 6 August 2013, the third defendant was added as a signatory to the account. They state that they have not seen bank statements for the account for the period in question nor was the account balance disclosed to them. In June 2015, upon the claimant's removal as a director, they sought the removal of the claimant as a signatory to the Republic Bank account but were informed by the bank that the claimant's instructions were needed in order to do so. In the circumstances, they opened a new account in the name of the first defendant at the Bank of Baroda in which the deposits mentioned by the claimant were made.
The defendants deny that the sum of $1,055,355.22 was deposited into the first defendant's Bank of Baroda account and assert that the sum of $765,144.22 was in fact deposited. They admit that no financial statements were prepared for the period 2014 to 2016 and assert that the claimant, as Managing Director, was responsible for such preparation and has failed to provide the required documents and records.
The defendants state further that on 29 March 2019, the sum of $964,368.37 was deposited to the first defendant's Bank of Baroda account as they have no access to the Republic Bank account for which the claimant remains a signatory. They state that no dividends have been paid to shareholders and that the first defendant is unable to generate revenue for such payment as its office and equipment are located in premises owned by the third defendant, who has denied access to them.
The defendants have brought a counterclaim against the claimant in which they allege that the fourth and fifth defendants made investments in the first defendant based on promises made by the claimant and the third defendant to issue shares to them; that the claimant and the third defendant have reneged on the promises; and that the claimant...
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