Trojan Equity Ltd v CMI Ltd

Trojan Equity Ltd, a holder of Class A shares in CMI Ltd, a public listed company, brought an application against CMI Ltd regarding its right to vote at a general meeting. Trojan Equity contended that it was entitled to vote its shares, which had not received dividends since 2007, while CMI Ltd argued that the shares were not entitled to vote because the dividends were not in arrears. The dispute came before the court for determination of the legal rights of the parties in respect of voting entitlements under the company's constitution.

The primary legal issue before the court was whether Trojan Equity, as the holder of Class A shares, was entitled to vote at a general meeting of CMI Ltd. This hinged on the interpretation of the company's constitution, particularly the provisions concerning the voting rights of Class A shares and the circumstances under which dividends must be paid to trigger voting rights. The court had to decide if the arrears condition for dividends had been satisfied and whether the refusal by the Chairman to allow voting constituted a breach of the company's constitution.

The court examined the provisions of the company's constitution and found that the condition precedent for voting rights, namely the arrears of dividends, had not been satisfied. The court held that the condition of arrears was a strict requirement and, since no dividends had been paid since 2007, the shares did not meet the condition for voting. The Chairman's decision to not permit voting was thus in accordance with the constitution. Consequently, the court dismissed the application, finding that Trojan Equity was not entitled to vote its shares at the general meeting.

The final orders of the court were that the application brought by Trojan Equity Ltd against CMI Ltd was dismissed. The court's decision confirmed the validity of the Chairman's action in not allowing the voting of Class A shares and upheld the interpretation of the company's constitution regarding the arrears condition for voting rights.