REPUBLIC VRS BANK OF GHANA EXPARTE HODA HOLDINGS [2022] GHACA 90 (7 July 2022)

IN THE SUPERIOR COURT OF JUDICATURE IN THE COURT OF APPEAL ACCRA A. D. 2022 CORAM: SUURBAAREH J. A (PRESIDING) WOOD J. A. BARTELS-KODWO J. A. SUIT NO.: H1/194/2021 7TH JULY, 2022 THE REPUBLIC VRS. BANK OF GHANA ------ RESPONDENT/RESPONDENT EX-PARTE: HODA HOLDINGS LTD. ------ APPLICANT/APPELLANT __________________________________________________________________ J U D G M E N T BARTELS-KODWO J. A.: INTRODUCTION This is an appeal against the ruling of the High Court, Human Rights Division, refusing a motion on notice inviting the High Court to exercise its jurisdiction under article 141 of the 1992 Constitution and Order 55 of the Rules of the High Court (C. I. 47) to issue an order of Certiorari to bring up to that Court for the purpose of being quashed, the notice dated 16th August, 2019 authored by the Respondent /Respondent (hereinafter called ‚the Respondent‛), declaring Unicredit Ghana Limited, which was primarily owned by the Applicant/Appellant (hereinafter called ‚the Appellant‛) insolvent and revoking the license of the said Unicredit Ghana to operate as a Specialized Deposit Taking Institution (SDTI). BACKGROUND The brief facts of the case are that the Respondent by a notice pursuant to its powers under the Bank and Specialised Deposit Taking Institutions Act, 2016 (Act 930) revoked the operating license of Unicredit Ghana Limited. The Appellant being its majority shareholder sought an application for judicial review against the Respondent seeking the following reliefs: 1. An order for Certiorari directed at the 1st and 2nd Respondents to bring up to this honourable court for the purpose of being quashed the Notice dated 16th August, 2019 declaring Unicredit Ghana Limited insolvent and revoking the license of Unicredit Ghana Limited to operate as a Specialised Deposit Taking Institution. 2. An order of interlocutory injunction restraining the Respondents, their assigns, privies, hirelings or otherwise however described from interfering with the operations of Unicredit Ghana Limited and to refer the subject matter of this instant application to Arbitration. The grounds for the application were that: i. Respondent refused to give the Company, its Board of Directors and Shareholders (including the Applicant) a hearing and notice of its intention before preparing Exhibit 0B6 is contrary to the rules of natural justice which requires that the Applicant be given a hearing before an adverse decision is given against it. ii. The failure by the Respondent to give the Company, its Board of Directors and Shareholders (including the Applicant) a hearing and notice before revoking the company’s license renders the revocation null and void. iii. Respondent although aware that the Company, its Board of Directors and Shareholders (including the Applicant) were not given a hearing and notice before taking a decision to revoke the company’s license has announced widely its decision, an act which is unlawful. The trial court however dismissed the application in its entirety causing the Appellant to file these grounds of appeal, see ROA page 381: GROUNDS The grounds of the Appeal are reproduced as follows; a. That the learned trial judge made an error when she found that the Respondent/Respondent had the power to revoke the license of the Applicant/Appellant under Section 123 of the Banks and Specialised Deposit Taking Institutions Act (Act 930) instead of under section 16 of Act 930 which said error occasioned the Applicant/Appellant serious miscarriage of justice. b. c. The Court erred in finding that the Applicant/Appellant was undercapitalized, which said erroneous finding was not borne out of the evidence. The Court erred in holding that the Respondent/Respondent was at liberty to impose any punishment including a revocation of license of a bank or specialized Deposit Taking Institution which was undercapitalized without first imposing the statutory penalty under section 33 of Act 930. d. That other grounds of Appeal will be filed upon receipt of the certified true copy of the ruling. No further grounds of appeal have been filed. ARGUMENTS OF THE APPELLANT On the first ground of appeal, the Appellant says that the High Court refused the application for certiorari because it was of the view that the Respondent had good reasons for revoking the license of Unicredit, (hereinafter called, ‚the Company‛). The Appellant says this consideration is erroneous in a certiorari application. The Applicant says this goes into consideration of the merits or demerits of the revocation of the license and ignores considerations of the procedural propriety or otherwise and other natural justice considerations which ought to be the grounds of determining an application for an order of certiorari. The Appellant submits that by evaluating the merits of the decision to revoke the license of the Company, the High Court Justice abandoned the supervisory jurisdiction of the Court which was invoked by the application, in favour of an ordinary jurisdiction. The Appellant also says that the procedure by which the Respondent ought to have revoked the license of the Company is governed by section 16 of Act 930, that that section legislates the rules of natural justice in relation to the revocation of licenses given under the Act, and that failure to proceed accordingly amounts to a breach of natural justice, remedied by the exercise of the supervisory jurisdiction of the High Court which, in this case, the Court below failed to properly exercise. In relation to the above, the Appellant argues that the Respondent by standing on Section 123 of Act 930 and insisting that a revocation of a license as mandated by that section is procedurally exempt from the requirements of Section 16, displays a misunderstanding of the powers of the Respondent under Section 123. According to the Appellant, ‚section 123 only gives the Respondent a ground to revoke a license, but it does not give the power to dispense with all rules of procedural propriety to revoke a license.” Counsel for the Appellant cites section 10(1) of the Interpretation Act, 2009 (Act 792) and says that the learned Justice of the High Court failed to consider the impact that the headings of the various sections of Act 930 relied on to come to her decision, had on the interpretation of those sections. On the second ground of the appeal, the Appellant argues that the High Court, though without the jurisdiction to go into the merits or otherwise of the decision to revoke the license of the Company, erred when it found that the Company was undercapitalized and therefore insolvent. The Appellant says that there was no point during the proceedings at which the Court was invited by the parties to make findings regarding the capital adequacy of the Company. However, according to the Appellant, if the Court below considered the Appellant’s evidence regarding the capital adequacy of the Company found at pages 16 and 18 of the Record, the Court could not have reached the conclusion that the Company was undercapitalized. On the third ground of the appeal, the appellant argues that the Court below erred when it held that the Respondent was at liberty to impose any punishment including a revocation of license of a bank or specialized deposit taking institution which was undercapitalized without first imposing the statutory penalty under section 33 of Act 930. According to the Appellant, where an Act of Parliament imposes a sanction for a breach of a provision of that Act, it is that sanction that ought to be imposed ‚before the imposition of any further penal consequences” The Appellant argues that the expressio unius est exclusio alterius rule of interpretation ought to have been applied in this case and the Court below, in failing to do so erred. In a reply to the Respondent’s written submissions the Appellant was at pains to point out that the Respondent was misleading the court by purporting to raise issues concerning the interpretation put on certain provisions of Act 930 by the learned trial judge. He submitted that during the trial no issues of ambiguity arose in respect of sections 16 and 123 of the Act. It was therefore the case that the issue had nothing to do with the implementation of sanctions laid down in these provisions. The standard a Court ought to meet in interpreting statutes is as laid down by the Interpretation Act 2009 (Act 792) which enjoins a court at section 10 (1) to resort to indications provided by the enactment itself, and not as laid down in all the case law cited by Respondent Counsel which predates Act 792. This reference to interpretation of statutes by them in their view affirms their stand that the trial judge got it all wrong. The Appellant urged this court strongly to allow the Appeal. ARGUMENTS OF THE RESPONDENT The Respondent raises a preliminary issue regarding the capacity of the deponent to the Affidavit in Support of the originating motion in this suit. According to the Respondent, the Deponent has displayed no capacity to depose to the affidavit on behalf of the Appellant. On grounds ‘a’ and ‘c’ of the Appeal, the Respondent argues that an appeal is by way of rehearing and that upon a thorough examination of the evidence before the Court, this Court should find that the lower Court did not err in coming to its decision. The Respondent argues that when the entirety of Act 930 is read together, specifically or especially Sections 16 and 123 of that Act, the correct interpretation of the Act shall find that the Respondent did not act with impropriety and that it had the power to unilaterally revoke the license of the Company without recourse to the provisions of Section 16 of Act 930. Learned Counsel for the Respondent relied on s.16, 123 (1), s.106 (5) of Act 930 and submitted that when all are read as a whole and not in part as done by the Appellant it can be realized that the trial judge was right in coming to her decision in upholding the Respondent’s revocation of the Appellant’s license. He relied on the words of TINDAL CJ in the Sussex Peerage Case that “the only rule of construction of Act of Parliament is, that they should be construed according to the intent of Parliament which passed the Act. If the words of statute are of themselves precise and unambiguous, then no more can be necessary than to expound the words in their natural and ordinary sense. The words themselves alone do, in such cases best declare the intent of the law giver.” Therefore in his view the interpretation given by the Appellant is pedestrian, absurd and contrary to the rules of interpretation known to the courts. He urged us to dismiss the Appeal, the Appellant’s case being that the revocation did not follow laid down procedure under s. 16 (3) & (4) of Act 930. The Respondent cites the case of R.v Ghana Railway Corporation; Ex Parte: Appiah [1981] GLR 752 holding 2 and says that the right to natural justice and a hearing does not require ‚a full-dress hearing process as in a court”. The Respondent cites Twumasi J in that case with approval and says ‚... the fact that a particular formal procedure is not adopted, does not of itself imply that the principle [of audi alteram partem] has not been applied in an appropriate case‛. LAW AND ANALYSIS The Jurisdiction of the Court of Appeal is contained in Article 137(1) of the 1992 Constitution, which reads as follows, “The Court of Appeal shall have jurisdiction throughout Ghana to hear and determine, subject to the provisions of this Constitution, appeals from a judgment, decree or order of the High Court and Regional Tribunals and such other appellate jurisdiction as may be conferred on it by this Constitution or any other law.” It is trite that an appeal is by way of rehearing. When an appellant raises the omnibus ground as a ground of appeal, an Appellate Court is duty bound to examine the entirety of the evidence before it in order to come to a declaration of the merits or otherwise of the appeal. The Supreme Court speaking through Aryeetey JSC in the case of Agyenim-Boateng Vrs. Ofori &Yeboah(2010) SCGLR 861 at page 867 held that : “…The appellate Court can only interfere with the findings of the trial Court where the trial court : (a) has taken into account matters which were irrelevant in law; (b) has excluded matters which were critically necessary for consideration; (c) has come to a conclusion which no court properly instructing itself would have reached ; and (d) the court’s findings were not proper inferences drawn from the facts…However, just as the trial court is competent to make inferences from its specific findings of fact and arrive at its conclusion, the appellate court is also entitled to draw inferences from findings of fact by the trial court and to come to its own conclusions”. It must be borne in mind that this court does not meddle in trivialities. Thus, the nature of lapses complained of must be such as occasioned grave injustice or miscarriage of justice. In such a situation, the justice of the case would justify appellate interference to avert an unjust result. The instances where the Court of Appeal may justifiably interfere with the findings of a Trial Court were stated in the case of Koglex Ltd v. Field (no 2) [2000] SCGLR 175, to include the following: - a. b. c. d. Where the findings of the trial court are clearly unsupported by evidence on record or the reasons in support of the findings are unsatisfactory. Where there has been improper application of a principle of evidence or where the trial court has failed to draw an irresistible conclusion from the evidence. Where the findings are based on wrong propositions of law and, if that proposition is corrected, the finding disappears and; Where the finding is inconsistent with crucial documentary evidence on record. Certiorari is a Latin word which literally means ‚to be more fully informed.‛ It is the process by which an order is brought before the High Court or the Supreme Court for review so as to determine whether it should be cancelled or quashed. See S. A. Brobbey “The Law of Chieftaincy in Ghana.” ALP Accra, 2008 at page 601. Certiorari is one of the remedies available to a person whose plaint alleges an infringement of a public law right and seeks redress by way of involving the supervisory jurisdiction of the High court as provided in the Constitution of Ghana of the Republic of Ghana, 1992, under Articles 141 and 161. Articles 141 of the 1992 Constitution provides: The High Court shall have supervisory jurisdiction over all lower courts and any lower adjudicating authority; and may, in the exercise of that jurisdiction, issue orders and directions for the purpose of enforcing or securing the enforcement of its supervisory powers Article 161 of the 1992 Constitution also states: In this chapter, unless the context otherwise requires “supervisory jurisdiction” includes jurisdiction to issue writs or orders in the nature of habeas corpus, certiorari, mandamus, prohibition and quo warranto. These provisions are also contained in the Courts Act, 1994 (Act 459) as amended, where Section 16 of Act 459 provides: The High Court shall have supervisory jurisdiction over all lower courts and any lower adjudicating author, and may, in the exercise of the jurisdiction, issue orders and directions including orders in the nature of habeas corpus, certiorari, mandamus, prohibition and quo warranto for the purpose of enforcing or securing the enforcing its supervisory powers In the case of REPUBLIC VRS. HIGH COURT, KUMASI, EX PARTE MOBIL LIMITED (HAGAN INTERESTED PARTY) [2005-2006] SCGLR 312 at page 329, the court speaking through Dr. Seth Twum, JSC, held: “There is a special family of public law remedies when public law rights are infringed. These are principally certiorari, prohibition, and mandamus, and for such cases, judicial review is the appropriate procedure” (my emphasis) The procedural rules for filing an application for Judicial Review in the High Court are set out under Order 55 of the High Court (Civil Procedure) Rules, 2004, (C. I. 47) Rule (1) of Order 55 provides: An application for: a. An order in the nature of mandamus, prohibition, certiorari or quo warranto; or b. An injunction restraining a person from acting in any public office in which the person is not entitled to act; or c. Any other injunction. This shall be made by way of an application for judicial review to the High Court. The objects of judicial review are many and it includes a means of exercising supervisory powers to regulate and control the decisions of the courts, adjudicative bodies, statutory bodies and administrative bodies such as the respondent in the instant application. Another object of judicial review is that it provides the possibility of correcting errors of law with a view to avoiding injustices, or illegalities before they occur. Also, judicial review is meant to correct improper application of law, not improper interpretation of the facts, that is, judicial review is not meant to retry the case, but to correct improper procedure at arriving at the decision. The duty of a review court was succinctly stated in the case of R. VRS. SECRETARY OF STATE FOR SCOTLAND [1999] 2 WLR 28 per Lord Clyde: Judicial Review involves a challenge to the legal validity of the decision. It does not allow the court of review to examine the evidence with a view to forming its own view about the substantial merits of the case The general rule is that judicial review is only available to review a decision made by public bodies, or decisions, orders or actions of public officers, or public institutions. (See the case of EX PARTE MOBIL LIMITED), supra. Generally, a public body will derive its powers from a statute or delegated legislation. See the case of R. VRS. DISCIPLINARY COMMITTEE OF THE JOCKEY CLUB, EX PARTE AGA KHAN [1993] 1 WLR 909. A party seeking to quash the decision of an administrative body by invoking the review jurisdiction of the High Court must establish one of the following grounds as propounded by Greene MR. in the case ASSOCIATED PROVINCIAL PICTURE HOUSES LTD. VRS. WEDNESBURY CORPORATION [1948] 1 KB 223. They are illegality, irrationality and procedural impropriety. These grounds are often referred to as the Wednesbury Principle which was applied by Wood JSC (as she was then) in the case of TDC & MUSAH VRS. ATTA BAFFOUR [2005-2006] SCGLR 121 Generally, the High Court’s supervisory jurisdiction can be invoked on three legal grounds: excess or want of jurisdiction; breach of the principles of natural justice; and clear errors of law apparent on the face of the record. The above trio grounds have been elaborated in a number of judicial decisions of the court. Dotse JSC in the case of Republic v High Court, Kumasi: Ex-parte Bank of Ghana & Ors (Gyamfi & Others – Interested Parties) [2013-14] 1 SCGLR 477 restates these grounds of certiorari thus: ‚It is well settled that certiorari was not concerned with the merits of the decision; it was rather discretionary remedy which would be granted on grounds of excess or want of jurisdiction and or some beach of rules of natural justice; or to correct a clear error of law apparent on the face of the record.‛ In the case of British Airways v. Attorney-General [1996-1997 SCGLR 547], Her Ladyship Bamford-Addo (JSC) in her opinion observed that the Supreme Court’s supervisory jurisdiction should be exercised ‚in appropriate and deserving cases in the interest of justice.‛ She further remarked that ‚… whenever in the course of any matter brought before this Court, it is found that there exists in any lower Court any matter which would in the long run result in injustice or in illegality, it is the duty of the Court to at once intervene, and issue orders and directions, with a view to preventing such illegalities or injustice even before they occur.‛ This guidance can be applied mutatis mutandis to the supervisory jurisdiction of the High Court under Article 141. For the conditions under which the remedy of Certiorari can be issued for an error on the face of the record, according to Bimpong-Buta in the textbook the ‘Law of Interpretation in Ghana’ the categories of error of law are not airtight or limited. However, Halsbury’s Laws offers a few guides; A. Misinterpreting any statute or any document or a rule of common law B. Asking oneself and answering the wrong question C. Taking irrelevant considerations into account D. Failing to take relevant considerations into account when applying the law to the facts Error of law also extends to other illegalities such as want of jurisdiction or actions in excess of jurisdiction of the Court (or administrative body). However, it is important to note that not all errors of law committed by lower Courts and administrative bodies invite the exercise of a Court’s supervisory jurisdiction. In the case of Republic v Court of Appeal, ex-parte Tsatsu Tsikata [2005-2006] SCGLR 612 the Court held thus: “The clear thinking of this Court is that, our supervisory jurisdiction under article 132 of the 1992 constitution, should be exercised only in those manifestly plain and obvious cases, where there are patent errors of law on the face of the record, which errors either go to jurisdiction or are so plain as to make the impugned decision a complete nullity.” Let’s take note of Section 123 of Act 930 which reads as follows; “ 123. (1) Where the Bank of Ghana determines that the bank or specialised deposit- taking institution is insolvent or is likely to become insolvent within the next sixty days, the Bank of Ghana shall revoke the licence of that bank or specialised deposit-taking institution. (2) The Bank of Ghana shall appoint a receiver at the effective time of revocation of the licence under subsection (1). (3) The receiver appointed under subsection (2), shall take possession and control of the assets and liabilities of the bank or specialised deposit-taking institution. (4) For the purpose of this section, “insolvent” means the inability of a bank or specialised deposit-taking institution to pay its obligations as they fall due or the circumstance where the value of the liabilities of a bank or specialised deposit-taking institution exceeds the value of its assets. (5) The value of the assets, liabilities and regulatory capital of a bank or specialised deposit-taking institution shall be determined in accordance with valuation standards and procedures prescribed by the Bank of Ghana. (6) In determining the value of the assets and liabilities of a bank or specialised deposit-taking institution for a future date, the anticipated future income and expenses of the bank or specialised deposit-taking institution until that date shall be taken into account. (7) The Bank of Ghana shall immediately notify the institution responsible for deposit protection of a decision made under this section. As well as Section 16 of Act 930 which also reads as follows; “Revocation of licence 16. (1) The Bank of Ghana may revoke a licence issued under section 12, where (a) The Bank of Ghana is satisfied that an applicant provided false, misleading or inaccurate information in connection with the application for a licence or suppressed material information; (b) The bank or specialised deposit-taking institution fails to commence business within one year from the date the licence was issued; (c) The bank or specialised deposit-taking institution fails to fulfill or comply with the terms and conditions stipulated in the licence; (d) The bank or specialised deposit-taking institution carries on business in a manner which is contrary or detrimental to the interests of depositors or the public; (e) The bank or specialised deposit-taking institution has been convicted by a domestic court or any other court of competent jurisdiction of a crime related to money laundering or terrorist financing or is an affiliate or subsidiary of a parent or holding company which has been so convicted; (f) In the judgment of the Bank of Ghana, the bank or specialised deposit-taking institution engages in unsafe or unsound practices; or (g) The bank or specialised deposit-taking institution persistently contravenes this Act, the Regulations, directives or orders made under this Act. (2) Subsection (1) does not limit the power of the Bank of Ghana to take any other remedial or penal action against a bank or specialized deposit- taking institution. PRELIMINARY ISSUE C. I. 47 in Order 19 talks about who may depose to an affidavit. Rule 4 states as follows: “Rule 4—Affidavit in Support of Motion Every application shall be supported by affidavit deposed to by the applicant or some person duly authorised by the applicant and stating the facts on which the applicant relies, unless any of these Rules provides that an affidavit shall not be used or unless the application is grounded entirely on matters of law or procedure which shall be stated in the motion paper.” (emphasis added) In the instant case, the Appellant authorized a member of its staff to depose to the affidavit in support of the originating motion on its behalf. The rule in Turquand’s Case (Royal British Bank v Turquand [1856] 6 E & B 327) entitles us to presume in our dealings with the Appellant that all matters of internal management and procedure required by the corporate constitution of the company have been complied with. In any case, it is important to distinguish between the capacity to sue, (as was the issue in the case of Fosua & Adu-Poku v. Dufie (Dec’d) & Adu-Poku Mensah [2009] SCGLR@310 holding 6 referenced by the Respondent), which the Courts have repeatedly held is fundamental to any suit and has the power to abruptly terminate a suit if successfully challenged, and the authority to depose to an affidavit, which is not dependent on the capacity to sue, but as per Order 19 of the Rules of the High Court, is merely dependent on the authority that the Plaintiff or Originating Applicant in a suit grants the Deponent. It is important to note that it is not the Deponent to an affidavit in support who seeks to invoke the supervisory jurisdiction of the Court. It is the Applicant. The capacity of a deponent to invoke the jurisdiction of a court in an Application is irrelevant. This is the case when law firm’s or chambers’ clerks depose to actions on behalf of clients of the firm or chambers. The clerk need not be someone who has capacity to bring the application. There is also something to be said about the untimely nature of the invocation of this issue. The preliminary point about the eligibility or otherwise of the Deponent herein is untenable and is therefore hereby dismissed. With regards to the first ground of appeal, this Court is of the view that if the High Court was minded to follow strictly the rules governing its exercise of its supervisory jurisdiction under Article 141 as expatiated upon by the rules of Court and the decisions of the Supreme Court stated above, it would have spent most of its time dealing with the grounds for invoking that jurisdiction of the High Court, and not delving into the merits of the decision by the Respondent to revoke the Company’s license. This being the case, the questions that the High Court should have been asking itself in deciding whether or not to grant the motion before it include, ‚whether or not the Applicant had been denied a right to be heard‛, ‚whether or not the Respondent acted with procedural impropriety‛, ‚whether or not the Respondent acted illegally‛, ‚whether certiorari was the right remedy or redress for the Applicant’s claim‛, among others. In our view, the answers to all these questions are yes. In that case, certiorari would lie and the Court below was wrong to refuse the Appellant’s motion. In the case of Koglex Ltd v. Field (no 2) (supra), the Apex Court of the land held that ‚where the findings are based on wrong propositions of law and, if that proposition is corrected, the finding disappears”, an appellate court is entitled or obligated to reverse the findings of the lower Court. In this case, the High Court took into consideration irrelevant factors in deciding whether the Appellant, therein the Applicant, had successfully compelled the exercise of its supervisory jurisdiction. This error of law compels the exercise of our central jurisdiction in favour of the Appellant. The Respondent has forcefully argued that it was under no obligation to follow the procedure under Section 16 of Act 930 in revoking the license of the company. In support of this argument, the Respondent cites the mandatory nature of the provisions of Section 123 of Act 930, and says that when that section is read in congruence with Section 16 and the Act as a whole, in accordance with the tenets of statutory interpretation the irresistible conclusion is that section 123 and section 16 are mutually exclusive, and that a revocation of a license under section 123 does not require the following of the processes under section 16. The first thing that is worthy to note is that there is nothing in the language of the two sections that shows that Section 123’s revocations are exceptions to the requirements under Section 16. When the authors of that legislation seek to exempt the provisions of one section from being affected by the provisions of another, they expressly say so. For example, section 81 of the Act, talking about the appointment of auditors, reads as follows; 81(1) An auditor of a bank or specialized deposit taking- institution shall except as provided in subsection (2) of section 82, be appointed at an annual general meeting of the bank or specialized deposit-taking institution and be approved by the Bank of Ghana in the manner and on the terms that may be prescribed. (emphasis supplied) Even if an express provision exempting the performance of an act under one section from the procedure set out in another section is not present, it is possible for that exemption to be deduced by necessary implication of the words of the act. However, without words necessarily implying the exception of a procedure of an act in one section from the procedure set out in another where the same act is mentioned, the correct interpretation is that the procedure is required to be followed. In this case, there is no express exception, and there is no necessary implication that the revocation under section 123 is exempt from the provisions of section 16. The argument may be made by the Respondent and others who share their view on the interpretation of section 123, that the lawmakers need not, in that section, set out a specific procedure for revocation that applies solely to revocations done under that section. In response to this argument, I would say that the evidence is strong that if the lawmakers had wanted a special procedure for revocation under this section to apply, they would have set out a procedure under this section. After all, in that very same section, they set out a definition of insolvency which applies solely under that section. The issue of insolvency brings us to the topic of the purpose of the Act. Courts in Ghana have settled on the purposive approach to interpretation as the approach to interpretation to be used in the interpretation of statutes in this jurisdiction. This is also reflected in Section 10 of the Interpretation Act, 2009 (Act 792), which states as follows; “(4) Without prejudice to any other provision of this section, a Court shall construe or interpret a provision of the Constitution or any other law in a manner (a) That promotes the rule of law and the values of good governance, (b) That advances human rights and fundamental freedoms, (c) That permits the creative development of the provisions of the Constitution and the laws of Ghana, and (d) That avoids technicalities and recourse to niceties of form and language which defeat the purpose and spirit of the Constitution and of the laws of Ghana.” (emphasis added) To reiterate, this Court is under a statutory obligation to interpret provisions of the laws of Ghana in a manner that avoids technicalities, recourse to niceties of form and language which defeat the purpose and the spirit of the laws of Ghana, including the Constitution. Therefore, in a case such as this one, where the two parties are at odds regarding the interpretation of an act of parliament or a provision or provisions contained therein, the Court considering which interpretation to adopt ought to ask itself, which of the competing interpretations offered by the parties best honours or upholds the spirit and the purpose of the law sought to be interpreted, as stated in and required by section 10 of Act 792, produced above. In this case, which of the two procedures suggested by the parties as the appropriate procedure for revoking licenses under section 123, best reflects the intention of the lawmaker and the purpose of the making of the Act? Is it the version of the Appellant which requires that the Respondent bank proceed by the carefully laid out procedure in section 16, giving an ailing bank or SDTI the opportunity to remedy its liquidity and capitalization issues and strengthen the economy, or the vision offered by the Respondent bank, wherein the SDTI license could be revoked without a hearing granted to the bank to give it the chance to remedy issues? From the foregoing, it is apparent, at least in the view of this Court, that the Appellant’s interpretation of the requirements contained in Section 123 more accurately reflects the intention of the framers of the act. This is especially the case as the revocation of the license of a bank or SDTI often leads to job losses, and is most likely coupled with the appointment of a receiver or administrator, who would take over the running of the affairs of the bank, essentially taking away the Bank or SDTI from the shareholders. This amounts to the deprivation of persons of their property, which under Article 20 of the 1992 Constitution, cannot be done without meeting certain requirements. In this case, the Respondent has not even attempted to assert that the necessary conditions for the deprivation of the private property of the Appellant in order for the deprivation of private property to be in order or valid. All the other grounds of this appeal delve into the merits of the acts of the Respondent and shall accordingly be ignored by this Court as they do not invoke the supervisory jurisdiction of the High Court, against the failure to exercise of which, is the entire raison d’être of this appeal. CONCLUSION While we agree with the Respondent’s restatement of the law from Justice Twumasi in Ex Parte Appiah (supra) that ‚the fact that a particular formal procedure is not adopted, does not of itself imply that the principle [of audi alteram partem] has not been applied in an appropriate case‛, the Respondent has failed to demonstrate to this Court that the principle was applied in this case and the Company was giving any hearing before its license was revoked. In addition, what the Respondent would like for the Courts to call or consider merely a ‘formal procedure’ is a requirement by the statute that governs the Respondent. The Respondent is not absolved of its statutory obligation to follow the steps provided for the revocation of a license of a Bank or SDTI under Section 16 of Act 930. Failure to do so is a procedural impropriety and this is a valid ground for the exercise of the High Court’s supervisory jurisdiction, and the High Court ought to have done so to intervene in the wrongful revocation of the license of the Company. Consequently we find that the learned high court judge did err in refusing the Appellant’s reliefs. This Appeal is therefore allowed granting the reliefs sought in the originating motion for an order of Certiorari. (Sgd.) JANAPARE A. BARTELS-KODWO (MRS.) [JUSTICE OF APPEAL] Wood, (J. A.) I agree MERLEY WOOD (MRS.) (JUSTICE OF APPEAL) (Sgd.) SUPPORTING OPINION SUURBAAREH, JA: This is an appeal against the judgment of High Court, Accra, Human Rights Division, dated 18th March 2021. The Applicant/Appellant, by its amended motion of 8th November 2019, sought an order of Certiorari directed at the Respondent/Respondent, to bring up to the High Court, for the purpose of being quashed, its notice dated 16th August 2011, declaring Unicredit Ghana Limited insolvent and revoking its licence to operate as a Specialised Deposit-Taking Institution. It also sought to restrain the Respondent/Respondent by itself, agents, assigns, privies and all persons claiming by or through it from interfering with the operations of Unicredit Ghana Limited, and for the matter to be referred to Arbitration. From henceforth, the parties would simply be referred to as Appellant and Respondent respectively. The Appellant is a Limited Liability Company under the laws of Ghana, and majority shareholder of Unicredit Ghana Ltd. Unicredit Ghana Limited, prior to 20th March 2018, had most of its investment in Unibank Ghana Limited, estimated to be GH¢54,000,000.00. On 20th March 2018, the Respondent, acting under Section 107(1) of the Banks and Specialized Deposit-Taking Institutions Act, 2016, (Act 930) appointed an administrator to take over and strengthen the activities of Unibank Ghana Ltd. The administrator, for some unexplained reasons, restricted Unicredit Ghana Ltd. access to its investment held with Unibank Ghana Ltd., on alleged instructions from the Respondent. The Appellant’s case shows that the Respondent subsequently revoked the licence of Unibank Ghana Ltd. and consolidated it with other defunct banks into Consolidated Bank of Ghana Ltd., resulting in Unicredit Ghana Ltd’s investments, hitherto held with Unibank Ghana Ltd., now being held by Consolidated Bank Ghana Ltd., which investments, Unicredit Ghana Ltd., per exhibit OB2, sought to retrive through the Respondent. The Appellant, who alleged that at all material times Unicredit Ghana Ltd. had investments estimated at GH¢164,000,000.00 with UniSecurities Ghana Ltd., one of its subsidiaries, were however impaired by the Respondent, contrary to its own regulations, thereby creating substantial reduction in Unicredit Ghana Ltd’s capital adequacy ratio. According to the Appellant, Unicredit Ghana Ltd., despite this setback, quickly mobilized, through the Appellant and its shareholders, to restore Unicredit Ghana Ltd. capital adequacy ratio, to meet the requirement of the Respondent, per exhibit OB3. It further contended that in line with the Respondent’s Accounting Manual issued to Banks and Specialized Deposit-Taking Institutions, Unicredit Ghana Ltd. sought to realize its security in UniSecurities Ghana Ltd. to secure its investment and to obtain the assignments of UniSecurities landed property to be sold to improve its liquidity position, but suffered a setback following the revocation of the Licence of Unibank Ghana Ltd. The Appellant went on to contend that the Respondent, who was aware of the situation of Unicredit Ghana Ltd., brought about by Respondent’s denial to allow it access to its funds, rather per exhibit OB4, ordered Unicredit Ghana Ltd. to reverse all attempts at restoring its capital by the realization of its investment with UniSecurities Ghana Ltd. This, in the view of the Appellant, was ultra vires the powers of the Respondent under Act 930. The Appellant further went on to contend that even though Unicredit Ghana Ltd. complied with the directive to reverse its investments, and had also demonstrated to the Respondent that its total asset position was unchanged, and further that it was still solvent, and had also weathered the storm occasioned by the revocation of the licence of Unibank Ghana Ltd. due the deliberate withholding of its funds, per exhibit OB5, concluded that the Respondent’s action was a premeditated agenda aimed at revoking Unicredit Ghana Ltd’s licence, just to cause the Appellant hardship. The Appellant went on to contend that at the time exhibit OB6 was issued revoking its licence, it was still solvent and that the said revocation was premature, malicious, capricious and in contravention of Act 930 as well as the Constitution. It concluded that at no point was the Appellant, Unicredit Ghana Ltd. or the shareholders of defunct Unibank Ghana Ltd. informed about it being insolvent, and that the revocation was actuated by malice. In response to the allegations made by the Appellant in support of its application for certiorari, among other reliefs, the Respondent, countered that upon the appointment of an official Administrator for Unibank on 20th March 2018, the accounts of Unicredit Ghana Ltd. with Unibank thereby became frozen and further that Unibank’s licence was eventually revoked under Section 123 and it was consolidated with four other banks to form Consolidated Bank Ghana Ltd. According to the Respondent, the Appellant sought and had its unencumbered investment with Consolidated Bank Ghana Ltd., totaling GH¢4,500,000.00, released to it per exhibit BOG5 of 21st July 2018; but that as its investments with Consolidated Bank Ghana Ltd. worth GH¢58,400,000.00 was restricted by the Receiver, the Appellant was asked to pay Unibank Ghana Ltd. the sum of GH¢32,380,000.00. The Respondent further went on to contend that the Receiver later detected that GH¢25,000,000.00 transaction between the Appellant and Unibank Ghana Ltd. was irregular and, per exhibit BOG6, directed that GH¢32,380,000.00 be paid to Consolidated Bank Ghana Ltd. According to the Respondent, the Appellant’s investment with UniSecurities Ghana Ltd. worth GH¢164,000,000.00 had to be rolled over on maturity as it could not be accessed, which impaired the Appellant’s ability to honour its demands to customers, upon which the Respondent wrote exhibits BOG7, BOG8 and BOG9 to the Appellant between 9th October 2018 and 21st March 2019. The Respondent went further to aver that by 3rd December 2018, the Appellant’s financial exposure to UniSecurities Ghana Ltd., which was GH¢165,690,000.00, was 415.31 percent of its net fund of GH¢39,900,000.00, which was above the regulatory limit of 25 percent required under Section 64(2) of Act 930, and which under section 64(4) of Act 930, made the Appellant liable to pay a penalty to the Respondent. The Respondent further went on to aver that exhibits BOG7 to BOG9, written to the Appellant, were to get it to rectify its capital deficiency situation, or risk the revocation of its licence under section 123 of Act 930. The Respondent further contended that despite exhibit BOG11 from the Appellant that it was taking steps to rectify the situation, by selling its fixed assets with UniSecurities Ghana Ltd., this was without the prior approval of the Respondent, as required by section 65(1) of Act 930. The Respondent went further to contend that in the peculiar circumstance in which the Appellant found itself, it needed cash urgently to honour the needs and demands of depositors, and not to accept collateral in landed property, to which it had no legal title, as that had not been registered. This, according to the Respondent, was the reason it directed the Appellant, per exhibit BOG13 of 8th July 2019, to derecognize the properties in its books and reinstate UniSecurities Ghana Ltd. investments. It then contended that its decision to get the Appellants accounting records, was to enable the Respondent to get a fair view of the Appellant’s state of affairs and therefore did not constitute interference. According to the Respondent, the Appellant failed to comply with the directives regarding its impaired or locked up investments with UniSecurities Ghana Ltd., resulting in a capital adequacy ratio of above the 10 percent; meaning that it was solvent; but that an assessment by the Respondent as at 31st May 2019, its capital ratio was infact negative 97.83 percent, and upon which it proceeded to revoked the licence of the Appellant, under section 123 of Act 930. It therefore denied any malice or prejudice on its part. In conclusion, the Respondent contended that the Appellant had been insolvent since August 2018, and that even though it was consistently told to rectify its capital deficiency situation, it failed or neglected to do so. It further contended that the situation created by the Appellant’s sister Company, UniSecurities Ghana Ltd., made its financial exposure to go beyond 25 percent as required by section 64 of Act 930, and that this led to the revocation of its licence. Based on the affidavits evidence filed by the parties for and against the application for certiorari, as well as the submissions on the law filed by them, the trial judge, after setting out the cases of the parties, went on to apply the law on certiorari by referring to legal writings, the provisions of articles 141 and 161 of the 1992 Constitution, as well as section 16 of the Courts Act 1994 (Act 459). The Court also referred to decided cases and at page 372 of the record of appeal, stated that even though it was not in doubt that the Respondent had the power to revoke the licences of banks and other Deposit Taking Institutions, the issue was, whether the decision of the Respondent to revoke the Appellant’s licence, ‚reflected the qualities of fairness, reasonableness, and legal compliance as required by administrative bodies in the performance of their function”. The learned trial judge then went on to refer to what she termed the detailed reasons in arriving at the decision to revoke the Appellant’s licence to operate, contained in Annex 2 of the Notice, per paragraph 22 at pages 25 and 26, which she went on to set out at page 373, numbered (a) – (e). Thereafter, the trial court recounted how the Appellant was found as at 30th September 2017 to have received a satisfactory rating of 3.0 on its Solvency, Liquidity, Earnings, Management and Systems (SLEMS) after an examination by the Respondent, but that in a little under a year, i.e. 31st August 2018, it was assessed to be under the minimum threshold of 50 percent in its Capital Adequacy Ratio (CAR), and stood at negative 36.66 percent, for which per exhibit BOG7 of 19th October 2018, the Respondent notified the Appellant and warned it to rectify the situation by 26th October, 2018, or risk the Respondent invoking section 123 of Act 930 to revoke its licence. The trial judge then concluded that from the evidence before her, it was not in contention that before the revocation of its licence, the Appellant had become insolvent. The trial Judge went on to refer to section 33 of Act 930 on penalties for non-compliance with capital requirements, which provision she went on to quote, after which she went on at page 374, to state that, apart from the power to impose the penalties under section 33 of Act 930, the Respondent also had power under section 106 of Act 930, to take certain actions and corrective measures for significantly undercapitalized banks, such the Appellant. After quoting the provisions of section 106 of Act 930, the trial Judge, at page 375, went on to observe that, even though the Respondent did not invoke its power under section 33 of Act 930, it however directed the Appellant, under section 106(1)(b) of Act 930, to take measures to revamp its capital, through exhibits BOG7, BOG8, BOG9 and BOG11. The trial Judge also referred to the option opened to the Respondent, under section 106(b) of Act 930; by placing such an institution into official administration under section 107-122, or to revoke its licence and initiate receivership process under sections 123 to 129 of Act 930. The trial Judge, who admitted that Act 930 makes a distinction between undercapitalization and insolvency, however went on to state that section 106(b) permits the Respondent to call into play the provisions of section 123 of Act 930, to revoke a licence of an undercapitalized bank, and that the steps taken by the Respondent to revoke the Appellant’s licence and place it under receivership was within its statutory power. Referring to the provisions of section 106(5) of Act 930, the trial Judge held that once the Respondent finds a bank to be undercapitalized, it can invoke any of the provisions under the Act, including section 123, apart from the powers given it under section 106 of the Act. At page 376, the Judge went on to state as follows: “I believe it is in preparation of its ultimate decision under section 123 that it brought to the attention of Unicredit that in the event that it failed to rectify its capital deficiency, by 26th October 2018, it would invoke the section against it”. The trial Judge, who observed that the Respondent later gave the Appellant a month’s extension to rectify its capital deficiency and liquidity challenges, again put the Appellant on notice of its intention to invoke section 123 of Act 930 against the Appellant, if it remained undercapitalized. The trial judge then went to state as follows: ‚In the light of unambiguous provisions of section 106, I do not understand the Applicant’s insistence that the proper statutory conduct that the Regular should have adopted against Unicredit, as undeniably faced with under-capitalization, was to mete out sanctions or penalty against it but not revoke its licence, when indeed the enabling statute of the Regulator does not tie the Regulator’s hands to section 33 alone. Besides, the uncontroverted evidence before the court is the fact that the Respondent on several occasions put Unicredit on notice of its intention to invoke the provisions of section 123 of its enabling statute against it if it failed to rectify the predicament it was faced with. On this score, I am unable to agree with the Applicant that the Respondent breached the audi altem (sic) partem rule by failing to put Unicredit on notice”. The trial Judge, who went on to refer to, and quoted section 16 of Act 930 on the requirement to give notice to an institution before the revocation of its licence, at page 379, noted that none of the provisions in section 16, which the Appellant believed should have been used by the Respondent to deal with issues of insolvency, applied in this case. She went on to state that since the Respondent, under section 16(1)(g) had power to revoke the licence of an institution for failure to comply with its directives, and since in this case, the Respondent had severally communicated with the Appellant to rectify its capital deficiency situation, which directive was not entirely complied with, the Respondent had power to call into play its powers either under section 123 or 16 of Act 930. She concluded that the Respondent, as a corrective measure in dealing with the Appellant’s predicament, activated its powers under section 123 of Act 930. After reference to the case of Republic v High Court, Accra; Ex parte Attorney General (Delta Foods Ltd. – Interested Party) [1999-2000] 1 GLR 255 on the discretionary nature of certiorari and the need for an applicant to demonstrate a justification and the benefit to be derived from it, to warrant a favourable result, concluded thus at page 378: “In sum, I am unable to find the procedural misstep or missteps taken by the Respondent in relation to the revocation of the licence of the Unicredit to warrant the grant of the Applicant’s relief 1. Accordingly, Relief 1 is dismissed”. The court also went on to dismiss the relief for interlocutory injunction sought, but added that the Appellant had the right, under Act 930, to go for arbitration if aggrieved by any action of the Respondent. The Appellant, who was dissatisfied with the dismissal of its application for judicial review in the nature of certiorari, filed an appeal against it the following day. It complained about the entire judgment. The notice of appeal, contained three grounds of appeal, with a provision for filing additional grounds, upon receipt of the record of appeal, though none were filed. The grounds of appeal complained about error on the part of the trial court in justifying the revocation of the Appellant’s licence under section 123, instead of under section 16 of Act 930; error in finding that the Appellant was undercapitalized without any evidence to support it; and, error in holding that the Respondent could revoke the Appellant’s licence without first imposing the statutory penalty under section 33 of Act 930, when dealing with the issue of under capitalization. On behalf of the Appellant, it was submitted that, the decision of the trial court to dismiss the application, based on the fact that good reason had been shown for the revocation of the Appellant’s licence, was erroneous because, in applications for judicial review, the trial court, under article 141 of the Constitution 1992, is not being called upon to determine the merits of the decision sought to be quashed, but is to be concerned with whether the administrative body had acted in accordance with laid down procedure or had breached the rules of natural justice. Referring to decided cases, including R v Secretary of State for Scotland [1972] 2 WLR 28 and R v Electricity Commissioners, Ex parte London Electricity Joint Committee Co. [1920] 1 KB 171, it was further submitted that as applications for judicial review involve a challenge to the legal validity of a decision, a court in such an application is not to examine the evidence with a view to determine the substantive merits of the decision. Referring to grounds upon which an application for judicial review may be mounted, such as: error on the fact of the record; acting in excess of jurisdiction; failure to comply with the rules of natural justice; and, for impropriety or irrationality, it was submitted that the Respondent failed to follow the laid down procedure in section 16 of Act 930, before invoking its coercive power of revocation. In the view of learned counsel, the issue at stake was not whether the Respondent had power to revoke the Appellant’s licence as stated at page 373 by the trial Judge, but whether the laid down procedure for revocation was followed. In the view of learned counsel, the trial court rather evaluated the evidence as to the merits of the revocation, and not the propriety of the revocation. Learned counsel for the Appellant went further to contend that even though section 123 gives power to the Respondent to revoke a licence of an institution under certain circumstances, it does not prescribe the procedure to be followed, and as such, once the Respondent comes to a decision to revoke the licence of an institution, it was duty bound to follow the procedure laid down in section 16, particularly sub-sections (3) and (4) of Act 930. Learned counsel went further to submit that the reliance on the letters written to the Appellant by the Respondent, indicating its intention to invoke the provisions of section 123 of Act 930, and which in his view influenced the trial Judge in her decision, showed that both the Respondent and the Judge misapprehended the powers of the Respondent to revoke a licence, under section 123 of Act 930. It was also submitted on behalf of the Appellant that a decision of an administrative body may be quashed on grounds of illegality where the body misinterprets its functions under the statute creating it or acts in an unreasonable manner, and that in any of such situations, it does not matter how well intentioned the decision sought to be quashed is, once it is shown to have been taken contrary to laid down procedure. After referring to, and quoting excerpts from the judgment of Lord Diplock, in the case Council for Civil Service Union v Minister for Civil Service [1984] UKHL 9, also reported in [1985] AC 374 and [1984] 3 WLR 1174, it was submitted that the conduct of the Respondent showed its lack of understanding of its powers under section 123 of Act 930. According to learned Counsel for the Appellant, although the section gave the power to the Respondent to revoke a licence of an institution, it did not dispense with the procedural rules on revocation. It was further contended that the Respondent misconstrued its decision to revoke under section 123, by equating it with revocation. In the view of learned counsel, the Respondent, after arriving at the decision to revoke the licence of an institution under section 123, was still bound to follow the procedure laid down in section 16 of Act 930, before going on to revoke the licence of that institution. It was also submitted on behalf of the Appellant that the trial court, in interpreting sections 16 and 123 of Act 930, failed to have regard to the provisions of section 10(1) of the Interpretation Act, 2009 (Act 792), regarding headnotes etc. as aids to interpretation. He reiterated that even though section 123 of Act 930 makes it mandatory for the licence of an institution, which had become insolvent to be revoked, it does not regulate the procedure for revocation, which procedure is contained in section 16 of Act 930. Learned Counsel even contended that the Respondent sought to equate insolvency with capital deficiency, and further that the fact that an institution may be undercapitalized does not necessarily mean that it was insolvent. In the view of learned counsel for the Appellant, the trial Judge, in undertaking an excursus into the issue of undercapitalization, misconstrued the task she was being asked to undertake, and further that her enquiry as to the merits of the revocation, blurred her vision of what she was called upon to determine. As to whether the Respondent could invoke the provisions of section 123 without first having recourse to the provisions of section 33 of Act 930 in respect of undercapitalized institutions, learned counsel referred to the case of Boyefio v NTHC [1997-98] 1 GLR 768 at 786, SC. and submitted that if the communication between the parties was about capital deficiency, there was no reason why the necessary penalty was not imposed, but the Respondent all the while kept threatening the Appellant that its licence would be revoked under section 123 of Act 930, if it failed to remedy its situation. Learned counsel pointed out that the trial Judge did admit this failure to apply sanctions under section 33, but went on to assign reasons for the non-compliance, by stating that the Respondent acted under section 106(1)(b). This conduct of the trial Judge, in the view of the appellant, amounted to trying to justify the erroneous conduct of the Respondent. Learned counsel further submitted that as the issue between the parties, from their exchanges, was about under-capitalization, the Respondent, without imposing the sanctions under section 33, resorted to revocation under section 123 of Act 930. In response to the above submissions, it was submitted on behalf of the Respondent that the decisions to revoke the Appellant’s license was grounded in law and that the trial court in its judgment, was right in upholding the order of revocation. It then raised as a preliminary issue, the capacity of Ohene Boakye to depose to the affidavit in support of the motion, and contended that as he did not produce any authority from the company, authorized by a resolution of members at a general meeting or the Board of Directors, as required by section 144 of the Companies Act 2019, (Act 992), he had no capacity to swear to the affidavit in support of the application for judicial review; relying on Poku v. Dufie [2009] SCGLR 310. This was however countered in the reply filed on behalf of the Appellant, where it submitted that the deponent to the affidavit was different from the Appellant who instituted the action, and as such, the Poku v. Dufie case was not applicable and further that even if the deponent did not disclose the source of his authority, the Director of the Appellant, by appearing in court, had thereby ratified the deponent’s action. In dealing with the grounds of appeal, learned counsel for the Respondent, first referred to and quoted excerpts from King v. Gyan [2017-2020] SCGLR 61, about an appeal being a rehearing, and what the appellate court was required to do in coming to a decision. Learned counsel then admitted that as a general principle, that courts in applications for judicial review, are not to examine the merits of the decision sought to be quashed, but to determine whether the body, whose decision is being impugned, had exceeded its powers; followed laid down procedure in arriving at the decision; had observed the rules of natural justice; or, had acted unreasonably. The submissions then dealt with the issues of whether the Respondent had the power to revoke the licence of the Appellant, and whether the Appellant was given a hearing before the revocation. On this, it was submitted that in the interpretation of statutes, it was necessary to give the words used their ordinary meaning, and further that the statute must be read as a whole. Referring to BCM Ghana Ltd. v. Ashanti Gold [2005- 2006] SCGLR 602, and Salifu v. Ghana Muslims Representative Council [1975] 2 GLR 246, CA, it was submitted that there was a presumption that words used in a statute bear the same meaning throughout, and also that there was the need to ascertain the general purpose of the statute. Learned counsel for the Respondent, who went on to refer to the provisions of sections 16; 123(1) and 106(5) of Act 930, submitted that these provisions should be read together and not piecemeal, and that these provisions, read together, justified the trial Judge’s decision to refuse the application for certiorari, as it was carried out under section 123 of Act 930. On the complaint about failure to follow the procedure in section 16(3) and (4) and to afford the Appellant a right or opportunity to be heard, it was submitted that this right did not mean a full dressed hearing or formal hearing as held in Republic v. Ghana Railways Co; Ex Parte Appiah [1981] GLR 752 at holding (2) in the headnote. Referring to the corrective affidavit at pages 299 to 303, and the correspondence indicated therein, it was submitted that the Appellant was given more than enough opportunity to remedy its situation but failed; and further that it was informed of the intention to invoke the provisions of section 123 of Act 930. In the view of learned counsel for the Respondent, in the face of these correspondence, it cannot be said that the Appellant was not given an opportunity to be heard, or that the laid down procedure under section 16 was not followed before the revocation. In respect of the ground about the error in holding that the Appellant was undercapitalized, without any evidence to support that fact, learned counsel for the Respondent again admitted the point that in applications for judicial review, the court is not to go into the merits of the decision, but enquire if the laid down procedure had been followed or whether the rules of natural justice had been breached. It however went on to conclude that from the correspondence, it was clear that the Appellant was under-capitalized. The submissions on the issue of capacity by the deponent to the affidavit in support of the application for judicial review, and how provisions in a statute are to be interpreted, provoked a reply from counsel for the Appellant. I have however already referred to the reply on the issue of capacity, and there is no need to repeat it. On the issue of how provisions in a statute should be interpreted, it was submitted on behalf of the Appellant that the present appeal is not about how the provisions of Act 930 should be interpreted, but how the remedies provided under the Act are to be implemented. According to learned counsel, the trial Judge was not being called upon to interpret the provisions of sections 16 and 123 of Act 930, as there is no ambiguity in them, but to determine whether the sanctions contained therein had been properly invoked. In this wise, according to counsel for Appellant, the headings in the statute are a useful guide. From the summary of the facts in the affidavits in support of and against the application for judicial review, as well as the submissions filed by the parties, I must state from the outset that, as admitted by counsel for the Respondent, in applications for judicial review, the court is not called upon to examine the merits of the decision being impugned, but to determine if the laid down procedure had been followed or whether there has been any breach of the rules of natural justice or whether the body had acted unreasonably or inappropriately. As submitted on behalf of the Appellant, a decision, no matter how well intentioned, if given without following the laid down procedure, or in a breach of the rules of natural justice, will not be allowed to stand, upon an application for judicial review. In our duty to rehear the matter, we are obligated to examine all the affidavit evidence, including the annexures, and also consider the submissions on the law, in coming to a conclusion of whether the decision of the trial judge, in refusing the application was justified or supported by the evidence led before it, and also based upon a proper application of the law. There is no doubt that following the revocation of the licence of Unibank Ghana Ltd. and the appointment of a receiver on 20th March, 2018, its accounts with some institutions, including the Appellant were frozen. From exhibit BOG 1, especially at page 230 of the record of appeal, an examination report on the Appellant by the Respondent’s supervision department, showed that its solvency and liquidity ratings were satisfactory as at September 2017. From exhibit BOG2, at page 244, whilst its solvency was rated satisfactory, its liquidity rating was however found to be unsatisfactory as at 31st March, 2018. On 19th October 2018, the Respondent sent exhibit BOG7 to the Appellant asking it to rectify its capital deficiency situation by 26th October, 2018. This was followed by exhibit BOG8, dated 26th October, 2018, reminding the Appellant to rectify its capital deficiency ratio. It is worthy to note that in both exhibits BOG7 and BOG8, the Respondent indicated an intention to invoke section 123 against the Appellant, should it fail to remedy the situation in compliance with its directives. Exhibit OB3, dated 30th November 2018, however show that the Appellant had achieved the minimum capital adequacy ratio of 10 percent. The Respondent, on 21st March, 2019, sent the Appellant exhibit BOG 9, at page 255 of the record of appeal, which indicated that on site examination report on the Appellant, as at 31st December 2018, had brought out certain issues, including breaches of some provisions of Act 930, in which it was stated that the appropriate penalties would be imposed. It also indicated that the Respondent had held a meeting, and had advised the management and the Board of Directors of the Appellant, to take urgent steps to rectify its capital deficiency problem, failing which section 123 would be invoked against it. In conclusion, it directed the Appellant to submit, within 45 days, responses to the concerns raised in the report, in accordance with section 99 of Act 930. In response to exhibit BOG7, the Appellant sent to the Respondent, exhibit BOG11, on the efforts being made to comply with the directive to rectify its capital deficiency ratio. The Appellant, on 3rd May 2019, sent to the Respondent, exhibit BOG12, in response to exhibit BOG9, in which the appellant indicated that its impaired investments with UniSecurities Ltd. worth GH¢165,690,000.00 had been collateralized and that it intended to sell the landed properties therein to remedy its capital deficiency situation. The request by the Appellant was however rejected by the Respondent, per exhibit BOG13, in which it directed the Appellant to immediately derecognize those properties in its books. Exhibit BOG13, was written on 8th July 2019, and appears at page 271 of the record of appeal. On 16th August 2019, the Respondent went on to issue exhibit OB6, revoking the licence of the Appellant, alongside other banks and specialised deposit- taking institutions, under section 123(1), and proceeded to appoint a Receiver under Section 123(2) of Act 930. From the chronology of events set out concerning the correspondence between the parties, the Respondent was concerned about the capital adequacy ratio of the Appellant, and by exhibits BOG7 and BOG8, advised the Appellant to rectify its position or risk the revocation of its licence under Section 123 of Act 930. After the Appellant had received exhibit BOG8, it sent to the Respondent, Exhibit OB3, dated 31st November 2018, indicating that it had attained the minimum capital requirement of 10 percent. Thereafter, nothing happened, until the Respondent wrote exhibit BOG 9, dated 21st March 2019 to the Appellant, pointing out some concerns about the Appellant’s financial position, as a result of an examination of its affairs carried out as at 31st December 2018. In exhibit BOG9, the Respondent indicated that it had a meeting with the management and shareholders of the Appellant, and had directed that urgent steps be taken to rectify its capital deficiency situation, and also to submit certain reports within 45 days, and again threatened to revoke the licence of the Appellant, if the situation was not rectified, the Appellant, on 3rd May 2019, wrote exhibit BOG12, in response to the issues raised in exhibit BOG9, and the effort it was making to have its investments with UniSecurities Ltd. which had been collateralized, with landed property, sold. This was however rejected by the Respondent, per exhibit BOG 13 of 8th July 2012, as being in contravention of Section 65(1) of Act 930. The Appellant however, per exhibit OB5 of 15th July 2019, in response to BOG13, explained that the transactions that had been collateralized, and which it sought to sell and improve its situation were non-secured investments, and not a purchase or transfer of non-performing or low quality assets under Section 65(1) as the Respondent sought to show. It was after the Appellant had written exhibit OB5 that the Respondent, on 16th August 2019, proceeded to revoke its licence per exhibit OB6, without responding to the concerns raised in exhibit OB5. This conduct on the part of the Respondents in not responding to issues raised by the Appellant in exhibit OB5, but rather going ahead to invoke Section 123(1) to revoke the Appellant’s licence cannot be described as fair or candid. It rather smacks of prejudice, capriciousness or personal resentment. The role of the Respondent as regulator/supervisor of all matters relating to deposit taking business under Section 3 of Act 930, no doubt gives it a lot of powers. These powers range from imposing penalties for breaches of provisions of the Act and the revocation of a licence of an institution in certain circumstances. Wide and far reaching as its powers may be under Act 930, the Respondent, being an administrative body, cannot do as its pleases. Its actions must comply with laid down procedure in the Act as well as the provisions of article 296 of the Constitution 1992, which are as follows: “Where in this Constitution or in any law discretionary power is vested in any person or authority – (a) That discretionary power must be deemed to imply a duty to be fair and candid; (b) The exercise of the discretionary power shall not be arbitrary, capricious or biased either by resentment prejudice or personal dislike and shall be in accordance with process of law; and (c) Where the person or authority is not a judge or other judicial officer, there shall be published by constitutional instrument, regulations that are not inconsistent with the provisions of this Constitution or that other law to govern the exercise of the discretionary power”. As stated earlier, exhibits BOG7, BOG8 and BOG9, from the Respondent to the Appellant, raised concerns about the Appellant’s capital deficiency position in which the Appellant was advised to take steps to rectify the situation, or risk having its licence revoked under Section 123 of Act 930. Being a capital requirement issue, which are dealt with under Sections 28 to 32 of Act 930, the Respondent had the power to impose a penalty, under Section 33 for breaches of this requirement, and not to threaten the institution with revocation of its licence under Section 123 of the Act. Sections 105 and 106 of Act 930 deals with corrective measures that the Respondent, as a regulator of banks and special deposit-taking institutions may take with regard to institutions that are undercapitalized or significantly undercapitalized. Under these provisions, the actions that the Respondent may take against such institutions are clearly set out. Section 106(5) of the Act however provides that the Section shall not be construed as precluding the Respondent from taking action under any other provision of the Act. Even though in dealing with undercapitalized or significantly undercapitalized deposit taking institutions, the actions that can be taken is not limited to only those in that section, any action to be taken under any other provision of the Act must comply with laid down procedure. One of the powers of the Respondent, as a regulator and supervisor of institutions engaged in deposit taking business, is to appoint an official administrator, where it determines that the institution has contravened any of the provisions of the Act or has engaged in unsafe or unsound practice amongst others. See 107 of Act 930, with Sections 108-122 dealing with matters after the appointment of an official administrator. Section 16 of Act 930, headed ‚Revocation of Licence‛ sets out in detail in subsection (1)(a) to (g), the circumstances in which the licence of an institution may be revoked. Subsection (2) provides that subsection (1) does not limit the power of the Respondent to take any other remedial or penal action against the institution whose licence may be revoked. Subsection (3) and (4) of Section 16 of Act 930 then sets out the processes to be followed when the Respondent decides or proposes to revoke a licence of an institution under the Act. For their importance, they are set out below: “(3) Where the Bank of Ghana proposes to revoke the licence of a bank or specialised deposit-taking institution under subsection (1), the Bank shall (a) give notice in writing to the bank or specialised deposit taking institution; (b) specify the proposed action and the grounds on which the actions is proposed to be taking; and (c) give the bank or specialised deposit-taking institution an opportunity to make a written representative within thirty days of the service of notice. (4) After the expiry of the notice period and, considering any representation made by the bank or specialised deposit-taking institution, the Bank of Ghana may (a) decide whether to take the proposed action; or (b) vary the proposed action as the Bank of Ghana. Section 16 subsection (7) then goes on to provide as follows: “(1) Despite subsections (3) and (4) the Bank of Ghana may in cases of emergency, or in the public interest, revoke the licence of a bank or specialised deposit-taking institution without notice” (emphasis mine). From the provisions of section 16(1)(a) of (g), the licence of a bank or specialised deposit-taking institution can only be revoked by the Respondent when any of the situations stated in subsection (1)(a) to (g) are shown to exist in respect of any institution. When any of such situation is shown to exist in respect of any institution, and the Respondent proposes to revoke its licence, it is duty bound to follow the procedure laid down in subsections (3) and (4), by giving the appropriate notice before taking a decision of whether to revoke the licence or otherwise. It therefore means that the Respondent cannot revoke the licence of any bank or specialised deposit-taking institution without complying with the provisions of section 16(3), by giving the notice which will afford the institution to respond to the issues raised. It is true that by section 16(7), the respondent can revoke the licence of a bank or specialised deposit-taking institution without giving the notice required under subsection (3). A reading of this provision however shows that this power to revoke without notice to the institution is exercised in only special circumstances. In otherwise, it is an exception rather than the rule, as far as the Respondent’s power to revoke a licence is concerned. Until these conditions are shown to exist, the Respondent cannot exercise its power to revoke without prior notice under Section 16(3) of Act 930. The first condition is that, the decision to revoke is taken in an emergency. The second condition is that it is taken in the public interest. Even though what constitutes an emergency is not defined in Section 156, the Interpretation Section of Act 930, what Constitutes ‚public interest‛ is however defined to include a right or advantage which enures or is intended to enure to the general benefit of the people of this country. The definition of ‚public interest‛ in Act 930, is not any different from that contained in the Constitution 1992, Article 295(1). From the chronology of events and the correspondence between the parties spanning over a year, the decision of the Respondent to revoke the licence of the Appellant, without notice as required under section 16(3), in the circumstance, could not have been taken under the first condition, in the exercise of its power under section 16(7) of Act 930. In Blacks Law Dictionary. With Pronunciations 5th edition, at page 469, the word ‚emergency‛ is defined as: “A sudden unexpected happening; an unforeseen occurrence or condition; perplexing contingency or complication of circumstances; and a sudden or unexpected occasion for action; exigency; pressing necessity …”. As indicated, exhibits BOG7 and BOG8, written on 19th October 2018 and 26th October 2018, were to request the Appellant to rectify it capital adequacy situation. From exhibit OB3 of 30th November 2018, the Appellant indicated that it had attained the minimum capital adequacy ratio. There is nothing to show that this was disputed. The Respondent, on 21st March 2019, wrote exhibit BOG9 about how an onsite examination, as at 31st December, 2018, had shown that the Appellant was insolvent. The Respondent did not act to revoke the Appellant’s licence then, but waited till 21st March 2019 to write to it and even to hold meetings with its Board and Shareholders and gave them time to rectify the situation and also to submit some reports within 45 days. If there was indeed an emergency situation warranting the revocation of the Appellant’s licence under Section 16(7) of Act 930, it would have been revoked, as soon as the Respondent found from its examination of the Appellant’s affairs, as at 31st December 2018, that the Appellant was insolvent. An action taken eight months thereafter to revoke the Appellant’s licence without notice, as required by section 16(3), cannot be justified as one taken in an emergency under section 16(7) of Act 930. Was the action to revoke the Appellant’s licence without notice taken in the public interest? From the definition of the word public interest in Act 930 as well as in the Constitution, an action taken in the public interest must be one which enures to or is intended to enure to the general benefit of the people of Ghana. In determining what is in the interest of the people of Ghana, the rights of individuals or juristic persons cannot be overlooked. In determining what is in the public interest one must therefore hold a delicate balance between that of the individual and the general public and recognize the fact that the individual is in a weaker position when his/its interest is pitched against that of the general public. Such an individual must therefore be accorded the maximum opportunity to be heard before a decision is taken against it. In the case under consideration, the Appellant, in reaction to exhibit BOG13, per its exhibit OB5, stated that its non-secured investments with UniSecurities that were collateralized and sought to be sold as landed property, did not amount to a purchase or transfer of non- performing or low quality assets as alleged by Appellant, was never responded to, by the Respondent to justify its position that the Appellant was undercapitalized. It rather went on, within a month, to revoke the Appellant’s licence. This conduct of the Respondent, as indicated earlier was most unfair to the Appellant. As an administrative body, it cannot exercise its powers in an arbitrary or capricious manner. It cannot also trample upon individual rights without responding to their concerns in the supposed interest of the general good. The action to revoke, taken without notice as required by section 16(3) of Act 930, in my view does not also fall under the second condition in section 16(7) of the Act. As learned counsel for the Appellant was at pains to point out in his submissions, and also as can be seen from excerpts of the judgment of the trial court, quoted earlier, the court rather determined the application for judicial review based on the merits of the revocation, rather than on whether the laid down procedure was followed. Section 123 of Act 930, headed ‚Mandatory revocation of licence and initiation of receivership‛, provides in subsection (1) that when the Respondent determines that a bank or specialised deposit-taking institution is insolvent or is likely to be insolvent with the next sixty days, it shall revoke the licence of such an institution. Taking or arriving at a decision that an institution has become insolvent, or that it is likely to be so within sixty days is one thing, whilst the processes to be followed in revoking the licence after the decision to revoke is another thing. It does not mean that once the Respondent arrives at the decision that an institution is insolvent or likely to be so within sixty days, the licence of that institution stands automatically revoked. In other words, a licence of an institution is not revoked just upon a decision by the Respondent that it is insolvent or likely to be so within sixty days. Having come to that decision, it must put in motion the processes for revocation, which are contained in section 16(3) of Act 930. In this case, the trial Judge, and counsel for the Respondent, are equating a decision by the Respondent that an institution is insolvent or likely to be so within sixty days, with the act of revocation itself. The issue before the trial judge was not whether the Respondent could revoke the Appellant’s licence under Section 123 of Act 930, or whether there was merit in its decision to revoke, but rather whether the laid down procedure had been followed. Even though section 123 of Act 930 gives power to the Respondent to revoke the licence of an insolvent institution or one likely to be so within sixty days, the section does not contain any provision as to how this power will be exercised or prescribed the mode or procedure for the revocation after the decision had been arrived at. Having determine that an institution was insolvent or was likely to be so, in exercising its power under Section 123 to revoke any licence, the Respondent must have recourse to the provisions of Section 16(3), otherwise the revocation would be null and void. In other words, even though Section 123 gives the power to the Respondent to revoke a licence of an institution, it does not thereby do away with the procedure to be followed in Section 16(3) of Act 930. It would also appear that the trial Judge was influenced by the fact that in exhibits BOG7, BOG8 and BOG9, the Respondent indicated its intention to revoke the Appellant’s licence under section 123, as constituting notice to the Appellant, and as such, notice under Section 16(3) was unnecessary. This was a misconception on the part of the trial Judge, for as demonstrated, the power to revoke is different from the procedure to be followed in revoking a licence. As the authorities show, a decision of an administrative body may be quashed for illegality, misinterpretation of its powers with regard to is functions, or procedural impropriety. It does not matter how well intentioned its action or decision may be. As demonstrated all along the trial Judge misunderstood what she was called upon to determine. She was rather more concerned with the merits of the revocation than whether the power to revoke under Section 123 can be exercised without necessarily following the procedure in Section 16(3). From the above and the reasons given, it is my considered opinion that the Appellant had sufficiently demonstrated why this Court should interfere with the judgment of the trial Court dated 18th March 2021. Accordingly, the appeal is allowed and the judgment of the trial Judge dated 18th March, 2021 is hereby set aside, and the Appellant’s prayer in its relief is hereby granted and the order of the Respondent revoking the licence of the Appellant dated 16th August 2019, per exhibit OB6, is hereby brought up and quashed. (Sgd.) G. S. SUURBAAREH [JUSTICE OF APPEAL] COUNSEL:  Mr. Kwesi Adu-Mante Esq. for Applicant/Appellant  Mr. Frank Davis Esq. with John Klotten-Sefa and Patrick Kojo Ennin for Respondent/Respondent 46