STX Partners Fight In Court

Posted on: www.dailyguideghana.com

By William Yaw Owusu

Wednesday July 3, 2011.
The controversial multi-billion STX Housing Project deal entered into by the Government of Ghana with STX Engineering & Construction Ghana Limited for the construction of 200,000 houses in Ghana within a period of five years estimated at $10billion is on the brink of collapse.

Contrary to claims by the Water Resources Works and Housing Minister, Alban Bagbin that the project is taking off next week, after almost a year of delay, Daily Guide can authoritatively confirm that STX Construction Company Limited, Korea, the parent company of STX Ghana, has initiated legal action at a Fast Track High Court in Accra against six respondents including Bernard Kwabena Asamoah, the man credited for introducing the deal to the NDC government.

The suit which was filed on July 26, 2011 cites G.K. Airports Company Limited; Joseph Bardolph Asafo-Boakye, a Director of STX Ghana, George Padi, Registrar-General as well as STX Engineering & Construction Company Ghana Limited as the 1st, 3rd, 4th, 5th and 6th respondents with B.K. Asamoah as the 2nd respondent.

In the notice of motion, STX seeking reliefs including a declaration that the special resolution ‘purportedly’ dated February 25, 2011 and filed at Registrar General’s Department by B.K. Asamoah seeking to increase the stated capital in STX Engineering & Construction Company Ghana Limited without the consent and knowledge of the plaintiff is null and void and of no effect.

They also want a declaration that the special resolution ‘purportedly’ dated May 13, 2011 and filed with the Registrar-General’s Department on May 16, 2011 seeking to forfeit the shares of STX Engineering & Construction Company Ghana Limited is contrary to Regulations 9 (4), 15-27 of the company and S.30 (5) of Act 179 and therefore null and void and of with no effect.

Furthermore, STX Construction Company Limited wants a declaration that the “Corporate Board Resolution” purportedly passed by Messrs B.K. Asamoah and J. B. Asafo-Boakye without their consent and knowledge on January 28, 2011, authorizing B.K. Asamoah to solely represent STX Ghana in its dealings with Plainfield Holding AG of Switzerland is null and void and of no effect.

They also want a declaration that the purported appointment of George Padi by B.K. Asamoah and J. B. Asafo-Boakye as a Director of STX Engineering & Construction Company Ghana without their consent and knowledge is unlawful and contrary to Section 181 of the Companies Act (Act 179) and therefore null and void.

STX Construction Limited therefore wants an order of injunction to restrain STX Engineering & Construction Company Ghana “from acting in any manner whatsoever on the resolutions of January 28, 2011, February 25, 2011 and May 13, 2011”.

They also want another order directed at the Registrar-General to expunge the special resolutions of February 25, 2011 and May 13, 2011 from its records” as well as an order to restrain George Padi from holding himself out as a Director of STX Engineering & Construction Company Ghana Limited and also restrain STX Engineering & Construction Company Ghana Limited from holding out Mr. Padi as a Director.

In the affidavit in support deposed to by Daniel Jung of 38 Patrice Lumumba Road, Airport Residential Area, Accra, STX Construction Company Limited said they entered into a joint venture agreement on November 15, 2009 with G.K. Airports Company Limited to form STX Engineering & Construction Ghana Limited with the main objective of engineering and construction of housing units.

According to the plaintiff, the said agreement was to remain in force for only six (6) months, effective November 15, 2009.

Plaintiff averred that on November 17, 2009 both STX Construction Company Limited and G.K. Airports Company Limited incorporated STX Engineering & Construction Company Ghana Limited and was duly issued a certificate of incorporation and a certificate to commence business on November 18, 2009.

“The subscribers to the regulations of the said company are the applicant which subscribed to 15,000 shares and the 1st respondent, which also subscribed to 7,400 shares. The number of issued shares was 22,400 out of the amount of authorized shares. The stated capital of the company is GH¢22, 400.00.”

According to the plaintiff, the first directors of the company were Kook Hyun Kim, Su-Joe Kim, and Daniel Jung, appointed by STX Construction Limited while B.K. Asamoah and J. B. Asafo-Boakye were appointed by G.K. Airports Company Limited as the other directors.

The plaintiff claimed that at all material times the regulation of STX Engineering & Construction Ghana Limited have not been altered or amended in any manner whatsoever but on February 28 2011 G.K. Airports Company Limited, B.K. Asamoah and J. B. Asafo-Boakye filed at the Registrar-General’s Department to alter the stated capital by increasing it from GH¢ 22, 400.00 to GH¢ 150, 000.00.

“By this purported new arrangement the shareholding structure changed to the said 15000 shares retained by the applicant and 135,000 valued at GH¢ 135, 000” in favour G.K. Airports Company Limited.

The plaintiff contends there has not been any discussion or alteration of the stated capital of the company and there was no such general meeting on February 25, 2011 but rather it was February 24, 2011 that a meeting was held and the meeting did not even disclose any such discussions between the members of the company.

“What this special resolution purports to do is to make the 1st respondent the majority shareholder of the company, without the consent and knowledge of the applicant.”

According to the plaintiff, B.K. Asamoah and J. B. Asafo-Boakye on January 28, 2011, purportedly passed a “Corporate Board Resolution” without their consent and sought to authorize B.K. Asamoah to deal solely with Plainfield Holding AG of Switzerland, an entity which according to STX “proffered to raise funds for the company’s projects” even though the meeting of January 28, 2011 did not discuss the Swiss company let alone authorize B.K. Asamoah.

Plaintiff said the on May 16, 2011, G.K. Airports Company Limited, B.K. Asamoah and J. B. Asafo-Boakye filed a special resolution purporting to forfeit all the shares of STX Construction Company Limited in favour of G.K. Airports Company Limited but that cannot hold because the plaintiff is still in the company.

STX Construction Company Limited further said the appointment of George Padi was purported to have been done without their consent and knowledge and therefore without merit.

“The conduct of the respondents is harsh and burdensome and prejudicial to the interest of the applicant as a member of the company. The said conduct is oppressive against the applicant and must be curtailed by this honourable court,” plaintiff said.

Mr. Bagbin had taken a swipe at critics of the STX Housing deal who rare saying that the project will not see the light of day, saying that people with such mind-set “should keep wallowing in the dark and in their ignorance”.

The r minister had predicted that “physical houses will be seen sprawling at the various sites by July”, but concerns have been raised that not even a single block has been laid on the site for the STX housing project to take off, whiles the July deadline has also elapsed.

“Those that are praying that the project doesn’t come on, I am sorry, this project would be executed. The 30,000 housing unit would be provided for the security service of Ghana,” he an Accra-based private radio station on Monday.