The petition was filed by Samuel John Kibuuka and Mercantile Executive Services Ltd, both shareholders in Victoria Motors Limited.
They asked the Registrar to cancel a shareholders’ resolution passed on February 23 2021 which appointed directors to the company’s board.
The shareholders argued that they were not given the required 21 days written notice before the Annual General Meeting where the directors were appointed.
They said they did not receive the agenda and were not given copies of the resolutions. Because of this, they claimed the meeting was illegal and the appointments were null and void from the beginning.
They also asked the Registrar to delete all later decisions that were based on that resolution, including board resolutions filed with several banks where the directors became signatories to company accounts.
Victoria Motors Limited opposed the petition. Through one of its directors, Gad Wilson, the company said proper notice of the meeting was issued to all shareholders.
It presented documents showing that the two petitioners appointed proxies to attend the February 23 2021 meeting on their behalf.
According to the company records, Samuel John Kibuuka appointed Joshua Ogwal as his proxy while Mercantile Executive Services Ltd appointed Dr Daniel Iga. The meeting was held virtually on Zoom and the two proxies attended and voted.
In his ruling, the Assistant Registrar focused on whether the board of directors was properly appointed and whether the petitioners were entitled to any remedies.
He noted that the petitioners admitted their proxies attended the meeting.
He also observed that the minutes of the meeting, although not formally signed, were supported by sworn statements from the proxies confirming their attendance.
The Registrar quoted the company’s Articles of Association which state that “a meeting of the Company shall, notwithstanding that it is called by a shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed by all the members entitled to receive notice thereof.”
He explained that this means even if a meeting is called on shorter notice than required, it can still be valid if the shareholders agree either directly or through their actions.
Applying this to the case, he ruled that by appointing proxies who attended and voted, the petitioners gave implied consent to the meeting.
“The foregoing demonstrates that the Petitioners were duly notified of the Annual General Meeting scheduled for 23rd February 2021 and, through their appointed proxies, participated in the same,”He stated.
The Registrar added that if the petitioners were unhappy with the notice period, they should have objected at the time of the meeting.
Instead, they allowed their proxies to attend and take part in the proceedings.
He further observed that the petitioners continued dealing with the same board for over five years, including applying to it for approval of share transfers.
According to him, this conduct was inconsistent with their claim that the board was illegally constituted.
In a key finding, the Registrar ruled, “Consequently, the Board appointments arising from the shareholders’ meeting of Victoria Motors Limited held on 23rd February 2021, and the resulting resolution, are valid.”
On the question of remedies, the Registrar said the petitioners were not entitled to the orders they were seeking.
“Having ascertained that the Petitioners were notified of the meeting and were duly represented by their appointed proxies, and that the Board of Directors of Victoria Motors Limited was accordingly properly appointed, I find that the Petitioners are not entitled to any of the reliefs sought,”He stated.
The Registrar also pointed out that under the company’s Articles of Association, directors retire at every Annual General Meeting and can be re elected.
He reminded the shareholders that they have the power to remove a director through an ordinary resolution if proper notice is given.
He quoted Article 111 of the company’s Articles which provides that “The Company may by ordinary resolution of which a special notice shall be given remove any Director before the expiration of his period in office, and may by ordinary resolution appoint another person in his stead.”
This means that if the shareholders are dissatisfied with the current board, they can raise the matter at the next Annual General Meeting instead of seeking cancellation of past resolutions.
The petition was dismissed with no order as to costs, meaning each side will pay its own legal expenses.
The decision leaves the current board of Victoria Motors Limited in office. Meanwhile, separate disputes over the refusal to register share transfers remain pending before the High Court.
The ruling was signed and delivered on March 2 2026 by Assistant Registrar Daniel Nasasira.