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The breakdown in communication and management among directors, abandonment of company affairs, and failure to comply with statutory obligations make it just and equitable to wind up Azure Boutique Resort Limited under section 279(1)(e) of the Companies Act.
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Minority shareholders sought relief over alleged mismanagement and failed meetings, but the High Court ordered an extraordinary directors’ meeting to address the disputes.
The petitioner failed to prove exclusion from company affairs or that the 1st respondent conducted affairs unfairly prejudicial to his interests. Evidence showed the petitioner had full control of company assets and accounts. No proof was provided of profits, declared dividends, or improper allotment of shares. The foreign bank account was not shown to be connected to the company. The claim of unfair prejudice was not established to the required standard.
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