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Court calls for Minutes of Board Meeting and production of Share Registry
Commercial High Court Judge P.W.D.C. Jayatilake this week ordered Directors of Serene Pavilions (Pvt) Ltd to submit the Minutes of the Board meetings and the Share Registry allegedly removed under controversial circumstances from Courts until a final decision in the case is taken.
Romesh de Silva, PC., appearing for the Directors Anura Lokuhetty and his wife Dilani Lokuhetti gave an undertaking to hand over the documents to Courts. The judge ordered that the documents could only be gone through with his permission and only in the presence of registered lawyers of the parties concerned in the case. The directive was given when two separate cases filed were considered by the Courts this week.
The battle over the ownership of the multi-million rupee boutique hotel at Wadduwa ended in Courts after three directors were appointed to the Board following a controversial board meeting which was held without a proper quorum. The hotel was set up with a major investment from British media moghul and investor Clive W Leach.
Last week Commercial High Court Judge M.C.B.S. Morais issued an order restraining three of the newly appointed ‘directors – Gamini Netthicumara, Wasantha Kumara Galagoda and Nipuna Devindra Samrawickrema from functioning as ‘Directors’ of Serene Pavilions.
Faiszer Mustapha P.c., told Courts that an illegal Board meeting was held following which the Company Secretary had lodged a complaint with the police about the illegal meeting which did not have a quorum. The Company Secretary also has written to the Registrar of Companies on August 16 not to accept any documents relating to the meeting.
President’s Counsel Romesh de Silva appearing for Mr. Lokuhetty in his submission said that the petitioner’s application should be dismissed due to the fact that he has suppressed material facts to the Court. He stated that the petitioner had made an application before a separate Court and received an interim relief that the status quo remains in the management of the hotel. He then comes before a different Bench with another application with the similar and almost identical prayer in the application in the afternoon of the same day and does not inform Court of what transpired in the other application before a different judge.
He told Court that Mr. Lokuhetty has a share value of 30% and therefore he is entitled to nominate a person of his choice to the board and hence he nominated his son as a director and he does not need an approval. Petitioners Sumith Guruge and Jit Warnakulasuriya cited Serene Pavilions (Private) Limited, Anura Lokuhetty, Dilani Lokuhetty, Clive William Leach, Stephani Leach, Business Management House Pvt Ltd, Don Gamini Chandrathilake, Wasantha Galagoda, Nipuna Devindra Samarawickrama, Chart Business Systems, Dilith Jayaweera and Gazali Hussain as respondents
Mr. Palitha Kumarasinghe PC., with N.R. Sivendran and Viran Fernando instructed by Paul Ratnayake Associates for the 8th respondent. Ms. Nilantha Peiris instructed by Paul Ratnayake Associates for the 1st, 4th, 9th and 10th respondents and Sanjeewa Kaluwarachchi for the 11th respondent
M.U.M Ali Sabry PC., with Rasika Dissanayake and Ruwantha Cooray instructed by Sanath Wijewardena appeared for the petitioner respondent Jit Warnakulasuriya Romesh de Silva PC., with Manjuka Fernando pulle instructed by Paul Ratnayake Associates appeared for the 2nd, 4th and 10th res. Faizer Mustapha PC with P Rupasinghe appeared for the 2nd and 4th respondents.
The petitioners were granted interim relief that the status quo remains and the case was put off for tomorrow.The interim relief is granted until the hearing and determination of the petition restraining Gamini Neththicumara, Wasantha Kumara Galagoda and Nipana Samarawickrema acting as Directors of Serene Pavilions (Private) Ltd.
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