By way of Counterclaim the 2^nd Defendant sought to recover USD 8,000,000, money unaccounted for by the Plaintiff.

• Issues for determination

The issues as agreed by the parties for trial were;

• Whether the transfer of Exploration License No. 1178 from the 1^st Defendant to the 2^nd Defendant and the subsequent transfer of the Exploration License together with Mining Lease No. 1393 to the 6^th Defendant amounted to fraudulent deprivation of the Nominal Defendant of its assets?
• Whether the Plaintiff’s personal action against the Defendants is tenable?
• Whether the actions of the 3^rd, 4^th and 5^th Defendants in purporting to transfer Exploration License No. 1178 from the 1^st Defendant and the subsequent transfer to the 6^th Defendant amounted to fraud on the minority?
• Whether an order lifting the corporate veil of the 2^nd and 6^th Defendants respectively can be issued to allow for remedies against their shareholders and directors, having used the entities to perpetuate fraud on the 1^st Defendant?
• Whether the Plaintiff is under a duty to account for money as stated in the counterclaim?
• Whether the Plaintiff is entitled to a set off as stated in the reply to the Counterclaim?
• What remedies are available to the parties?
• Court’s decision.

In the absence of proof of service of the notice of the directors’ meeting, the Plaintiff was not notified of the meeting.

The resolution to transfer the Exploration License No. 1178 from the 1^st Defendant to the 2^nd Defendant which was done based on a resolution that was a result of a meeting without quorum and where the only other director (Fang Min) was not notified is null and void.

While the proper Plaintiff in an action against a wrong done to the company is the company itself, the only way the Plaintiff could get redress is to allow her to duck the concept of separate personality.