Reggie Rock Asante is an Ashanti from Kumasi who adopted an American style of music known as rap under the genre Hip Hop which he sang in Twi rather than in English. Upon his return to Ghana in the early nineties the new music flavour caught up with music lovers and was advised by his friends to register a company to manage his music fortunes. In 1995, he approached the Registrar General's Department and proposed to reserve the name ROCKSTONE'S OFFICE.

Prior to incorporation, a South African Record label approached Mr. Asante to sign a record deal which he did under the name ROCKSTONE'S OFFICE GHANA LIMITED. A company was incorporated with three directors named, Sir DANNIS ADDAE BOAFO, PATRICIA LARBIE and MABEL YARLLEY and three shareholders namely YAW ASANTE, KOFI KINATA and MONNA GUCCI.

The company's constitution provides that all shares are to be treated as ordinary with Yaw Asante holding 400 shares in trust for Reggie Rock Asante and Kofi Kinata having 300 shares and Monna Gucci 300 shares with each share priced at GH 3. Monna Gucci later formed a company which she was a director, secretary, sole shareholder and Managing Director with its object of business as promoting a Twi Rap group known as KUMERICA.

At the company's first Annual General Meeting, a resolution was tabled to ratify the contract signed by Reggie Rock Asante but it failed at a vote.

The company received an amount of $75,000.00 from the South African record label and the directors paid for the recording and ancillary expenses of Reggie Rock to produce his first Album. The album become popular across the world and hit platinum status, bringing in over $ 3,000,000.00

Mabel Yalley served as the Company Secretary and used the company's name to buy plane tickets to South Africa on a business trip from a travel agent, she however took along her husband and children. This became a debt for the company but the Company informed the travel agency that the constitution of the company required that they directors should have authorised the trip and as that was not done, the company was not going to pay the debt.

The directors at the next annual general meeting proposed a return on investment to the South African Company at $250,000.00. This was rejected by the shareholders and rather requested that the money be shared as profit. The Directors nonetheless paid $150,000.00 to the South African Company as part payment. Monna Gucci not being satisfied, filed a case in court on behalf of the Company on the grounds that the directors had acted ultra vires and that she was entitled to a part of the profit and sort to place an injunction on her shares in the company. The defence of the directors was that Monna Gucci was not a shareholder as she had not paid for her shares in the company.

The South African Record label sued the company for recovery of the debt balance at an interest of 22% until final payment. At this point, the relationship between the members of the company and its directors had become toxic, Reggie Rock therefore petitioned the court for the liquidation of the company and all profit vested in him.

Analyse the case scenario in the light of the Companies Act, 2019. Act 992 and trite principles of case law.