Last update: 08-Dec-2013 11:26 pm
Sunday, December 08, 2013
Trinidad & Tobago Guardian Online
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Appeal Court hears TCL matter today
Lawyers representing Trinidad Cement Ltd (TCL) and a group of the company’s minority shareholders will square off in the Court of Appeal this morning over an injunction which has left the company’s annual general meeting in limbo. The appeal was filed by the Claxton Bay-based cement manufacturer immediately after High Court judge David Harris granted the last-minute injunction to 11 shareholders, hours before the meeting was scheduled to start on July 12. The injunction forms part of a substantive lawsuit in which the shareholders are challenging a decision by TCL directors to refuse to attach the group’s proposal and statement to the management proxy circular which accompanied the notice of the meeting. The group wanted to nominate five directors to TCL’s board. The shareholders, who together hold a 5.68 per cent stake in the company, are Wilnet Holdings Ltd, Stephen Espinet, Masa Investments Ltd, Brimont Ltd, Kamal Ali, Alescon Readymix Ltd, Bourne Investment Inc, Tatil Life Assurance Ltd, Nicholas Development Ltd, Helen Bhagwansingh Ltd and Issa Nicholas Holdings.
The group is seeking a declaration that the directors’ position on the issue was “oppressive or unfairly prejudicial” to them and wants the court to declare the decision unlawful, null, void and of no effect. Included in the lawsuit is a 12-page affidavit, sworn by Espinet, in which he justified his intervention while citing TCL’s financial position after the company failed to declare a dividend between 2008 and 2012. He said after several meetings with his friend, Republic Bank Ltd senior executive Ian De Souza, the group joined together this year in an attempt to nominate five experienced people to the board to replace five current board members whose terms were due to expire at the meeting. He claimed that ten days after the group submitted its proposal, TCL chairman Andy Bhajan informed them of the board’s decision to refuse its proposal.
Espinet said Bhajan and the board relied on Section 119 (f) of the Companies Act of 1995 to deny the proposal, while stating it “was inimical to the overall best interest of TCL.” As part of the appeal of Harris’ decision, TCL is claiming that he (Harris) erred in law when he ruled that it was unnecessary for Wilnet Holdings Ltd to show that all 11 members had agreed to the legal action being taken against TCL. The notice of appeal stated: “The learned judge erred in finding that, on the evidence before him, Wilnet had made out a sufficiently strong case on the evidence to justify the court’s interference with the conduct of the annual meeting of TCL.” The company is also claiming that Harris made an error when he failed to rule that the lawsuit was orchestrated by the bank through De Souza. “De Souza was the bank’s main representative on the Steering Committee of Creditors, which had within the last year negotiated and concluded financial agreements for the restructuring of TCL’s indebtedness,” the notice of appeal stated. TCL is being represented by Dr Claude Denbow, SC, and Donna Denbow. Senior Counsel Douglas Mendes and attorney Stuart Young are representing the shareholders.
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