Commercial High Court reinstates Marina Perera as Director of M.B.A. Systems

Commercial High Court has recently reinstated Marina Perera as a Director of M.B.A. Systems Ltd., following what was viewed as ‘unlawful’ removal from the Board in July 2014.

M.B.A Systems Ltd recently came into limelight when founder Director and subscriber shareholder, Marina Perera instituted action against the said company and Achala Bogollagama on or around 13 October 2014 in the Commercial High Court of Colombo, alleging that she had been oppressed as a shareholder in the said company moreover that the company has been grossly mismanaged by Bogollagama, the sister of former Minister Rohitha Boggollagama.

In her Petition filed to Court, Perera had pleaded that M.B.A Systems Ltd was established by Marina Perera and her late husband Darell Perera; moreover that the said company is a BOI  company with an exclusive license given by the National Lotteries Board to print lottery tickets making huge profits. 

Perera submitted that under tragic circumstances Darell Perera passed away in 2006 owing to a bomb blast in Wilpattu and that thereafter Achala Bogollagama had been appointed as the General Manager. However, Perera’s position to Court was that within seven months of Bogollgama’s appointment, the Inland Revenue and BOI had imputed a huge tax liability on M.B.A. Systems Ltd amounting to Rs. 100 million. 

Perera submitted to Court that Bogollogama who had no share in MBA Systems Ltd, thereafter had acquired 65% of shareholding of M.B.A Systems which was worth more than Rs. 200 million, without paying a single rupee as consideration. However, pursuant to acquiring control of M.B.A. Systems in the said manner Bogollogama had resorted to terminate the BOI agreement of the company, which could have caused a serious loss to the company. Perera submitted to Court that thereafter in order to save the company she had to appeal to the BOI and was successful in obtaining BOI status and that she on her own perseverance managed to settle the tax liability against the company.

In the said circumstances, according to Perera, Bogollagma removed her as a Director of M.B.A. Systems Ltd on 2 July 2014 in an unlawful manner and thereafter removed all her perks as Director of the said company.

Presidents Counsel Kuvera De Soysa with Attorneys-at-Law Nishan Premathiratne and Erandi Dassenaike instructed by Sanjay Fonseka, appeared for the Petitioner, Perera and the inquiry into the interim orders was continuously heard before the respective Commercial High Court Judge. Bogollogama was represented by President’s Counsel Romesh de Silva with Attorney-at- Law Shanaka Cooray instructed by A. Napataarachchi.

Extensive submissions were made by both parties on several days of hearing and order was delivered on 21 April 2015.

The Commercial High Court in the said order extensively dealt with the reliefs sought and concluded in respect that the purported removal of Marina Perera from the Board in July 2014 was unlawful, and hence she cannot be considered to have vacated office as a Director from July 2014.

The court also further held that the said Bogollagama could not under any circumstance alienate the shares that had been issued to her until the determination of the final action in lieu of an undertaking given by Bogollagama to Court. The inquiry into the main matter has now been fixed before the Commercial High Court.