'Osafo-Maafo was never a shareholder'

Osafo Maafo

The defendants in the Donewell Insurance impasse have filed their defence, claiming that Mr Yaw Osafo-Maafo, one of the plaintiffs in the dispute, has never been a shareholder in the company.

They further claim that even before the company's extraordinary general meeting (EGM) held in June this year, Mr Osafo-Maafo and Mr J.S. Addo, another plaintiff, had written to resign their directorship at the company.

This was contained in the statement of defence filed by the nine defendants in the case in which three directors and two shareholders of Donewell Insurance Company Limited have filed a writ at the Commercial Division of the High Court against them praying for 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 EGM of shareholders and that the shares of the company held by the Centrelink Investment Ltd, owned by Mr Essuman, having been obtained illegally and fraudulently through his convenience, were void and for which the share certificate should be cancelled.

The plaintiffs are T. E. Osam Duodu, Mrs Naomi Okine, and King Tackie Tawiah III, the Ga Mantse, all directors, as well as Mr J.S. Addo and Mr Osafo-Maafo, also shareholders.

Apart from Donewell and Centrelink Investment Ltd being corporate entities, the other defendants are Mr Essuman, a shareholder and director, and 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. Ankrah, who also hold shares in trust for the Methodist Church, Cape Coast, Tarkkwa and Sekondi respectively.

According to the statement, Mr Essuman raised several issues with the plaintiffs which were not resolved and these included the issue that Mrs Okai took away a company vehicle for her personal use without paying for it while Donewell had been paying the insurance premium on the vehicle.

It said King Tackie Tawiah, Mr Duodu and the former Managing Director, Mr Victor Larbi, took loans from the company without proper authorisation and that Mr Duodu's loan still remained unpaid while he over bloated the rent payable by Donewell for staying in his own house.

The statement said Mr Essuman's transfer of some of his shares to Centrelink Investments Ltd was lawful and regular and that the plaintiffs, who at all material times, had been aware of that had now turned round to complain only because they lost their positions as directors of the company as a result of the resolutions passed at the EGM.

It said the memorandum covering the share floatation specified that it was open to all members of the Methodist Church, who already had shares and that each share was to sell at 10 GP and yet without any special dispensation from the then board, King Jackie Tawiah, not being either an existing shareholder nor a Methodist, bought shares for himself, for another person, Arthur Tettey Addy, who was also not a Methodist or an existing shareholder.

The defendants said that the so-called takeover of the company was designed primarily to inject new blood and fresh ideas into the administration of the company and also arrest its downward slide and in furtherance of same the EGM passed resolutions to reconstitute the board and also amend regulation 57, among others.

It said there was absolutely nothing cynical about ensuring good business practices in the company when it was on record that the former managing director, Mr Victor Larbi, had engaged in acts of maladministration, malfeasance, abuse of office, plain embezzlement and conflict of interest issues, among others.

The defendants said the affected directors had due notice of the EGM in perfect compliance with the Companies Code and that Mrs Okai was represented by a proxy named Rev Mrs Regina Adu whilst King Tackie Tawiah was also represented by Tettey Addy, and therefore, they are unstopped by their own conduct from questioning the outcome of the EGM.

According to them, there was no time during the proceedings of the EGM that anyone gave the impression that the new board to be constituted was voted to be an "Interim board" as was borne out by the special resolution.