Civil appeal - Article 64 of the Memorandum and Articles of Association of the second appellant provides for the appointment and removal of Directors by Shareholders in a general meeting by ordinary resolution - two years after the death of one of the two Shareholders, the first appellant as the remaining Shareholder unilaterally dissolved the Board of Directors and usurp the control and management of the Company to the exclusion of the respondents as Shareholder Representatives of the Estate with a 50% shares - consequently the respondents requisitioned for a general meeting in terms of section 158 of the Companies Act and appointed themselves as Director and alternate Director of the company respectively in the absence of t h·e first appellant who was notified but failed to attend the meeting
The respondents challenged the first appellant in the court a quo for the unilateral dissolution of the Board and the usurpation of control and management of the company- respondents further sought an order declaring the legitimacy and lawfulness of the requisitioned meeting - the respondents also sought an order compelling the first appellant to provide them with the audited financial statements - court a quo granted the orders sought in the notice of motion;
