Commercial Law

Two directors sue Green Energy Ltd, chairman over unlawful removal

 By Olalekan Awojodu

Abuja

Two directors of an oil and gas company, Dr Bunu Alibe and Mr Ayo Olojede Thursday instituted  a suit against Green Energy International Ltd. and its  Chairman, Prof. Anthony Adegbulugbe seeking a compensation of N250 million for unlawful removal, injustice, and cheating.

The matter is before a Federal High Court, Abuja, presided over by Justice Ijeoma Ojukwu.

In a motion on notice marked FHC/ABJ/PET/20/2020, and filed by their counsel, Alade Agbabiaka, the duo listed the company, and Adegbulugbe as first and second respondents respectively in the suit.

While making the claim, they said in the suit that they were unlawfully removed by the chairman of the company they jointly nurtured to fruition since 2007.

The applicants averred that such decision was contrary to the provisions of the Companies and Allied Matters Act (CAMA), 2020 and the organization’s Article of Association.

In the application, the petitioners sought “an order of interlocutory injunction, restraining the 1st and 2nd respondents whether by themselves of by their servants, agents, privies or any of their subsidiaries from giving effect to, taking steps or doing any acts on the basis of the resolutions taken or arrived at or purportedly made at the Annual General Meeting of the 1st respondent company which was held on November 12, 2020, pending the hearing and final determination of the petition filed herein.

“Order of interlocutory injunction restraining the 1st and 2nd respondents whether by themselves or by their servants, agents privies or any of their subsidiaries from publishing, filing , enforcing or registering any and or all resolutions purportedly moved or passed at the said Annual General Meeting which was held on November 12, 2020, at the Corporate Affairs Commission, Abuja, or any other authority or organization, pending the hearing and final determination of the petition filed herein among others.

According to Agbabiaka, the first and second petitioners had filed a petition dated November 24 in the court to challenge, among others, the validity of the said AGM on the ground that a valid notice was not issued and that all transactions carried out were null and void.

Agbabiaka stated that it was necessary to restrain the respondents so that the status quo would be maintained pending the hearing and determination of the petition.

He added that the petitioners would suffer irreparable damage if the respondents were not restrained.

The petitioners had accused Adegbulugbe of a series of corporate misdemeanor, including unilateral usurpation of executive responsibilities, contrary to the provisions of the Companies and Allied Matters Act 2020 and the Company’s Articles of Association.

The petitioners further stated that after acquiring the dual roles of Managing Director/CEO and company Chairman, Adegbulugbe proceeded to install two of his sons as Finance Director and Technical Advisor respectively.

They said the acts and conduct of Adegbulugbe not only ensured that his family members dominated the Board and Management of the company, but also made it clear that the important corporate organs were completely sidelined in the affairs of the company.

Alibe and Olojede stated that while the two of them were directly instrumental to the award of an operating licence by the Federal Government of Nigeria to Green Energy to operate the Otakikpo Marginal Field (OML 11), Adegbulugbe was not initially involved being Energy Adviser in the Olusegun Obasanjo administration.

The petitioners alleged that while they jointly own 25 percent of the company’s shares and respectively occupy the positions of Executive Directors, the control by Adegbulugbe and his family members had become averse to their interests due to opaque financial dealings and questionable decision making.

Agbabiaka stated that it was necessary to restrain the respondents so that the status quo would be maintained pending the hearing and determination of the petition.

They averred that the usurpation of the dual roles of Chairman and Managing Director was done without the necessary Board and Shareholders’ approval.

This, they added, was contrary to the provisions of Part A, Section 2, (2.7) of the Nigerian Code of Corporate Governance 2018 which provides that “the positions of the Chairman of the Board and Managing Director/Chief Executive Officer(MD/CEO) of the company should be separate such that no person can combine the two positions.”

According to the petitioners, some of the alleged illegal transactions undertaken by Adegbulugbe on behalf of the company contrary to the provisions of Section 342 of the Company’s and Allied Matters Act, 2020 were in respect of the Project Horizon.

They alleged that it also included the Field Management Services Agreement and Master Services Agreement executed with Schlumberger as well as related contracts totaling $400 million without Board and Shareholders endorsement..

The petitioners alleged that it had been Adegbulugbe’s regular practice to avail the Board, after the fact, with scanty information relating to major contracts, financial transactions and major policy decisions after such contracts have been signed and funds disbursed most often without budgetary provisions.

They argued that it would serve the interest of justice for the court to grant them reliefs which include that all agreements, purchase orders and contracts executed in furtherance of Project Horizon be cancelled forthwith, re-presented and subjected to a fresh review.

They also called for comprehensive forensic audit be conducted by a reputable audit firm acceptable to the petitioners, on all financial and banking transactions undertaken by the company together with an examination of all bank accounts belonging to the company.

The petitioners further requested that Adegbulugbe ceases forthwith to act and operate the affairs of the company in dual capacity of Chairman and Managing Director.

While calling for invalidation and setting aside of the holding of the purported Annual General Meeting of Nov. 12, they asked for an injunction restraining the company and Adegbulugbe from denying the petitioners the rights, emoluments and benefits due to them as Executive Directors

The petitioners had put the damages and costs for legal expenses and other inconveniences incurred at N250 million.

Although the sister matter with suit number FHC/ABJ/CS/1390/2020 filed by the company against Alibe and another was listed before the same judge, the hearing was stalled due to the judge’s absence.

Counsel to the company, Yusuf Ali, SAN, and lawyer to the defendants (Alibe and Olojede), Agbabiaka, were, however in court.

The matter has been fixed for February 10, 2021 for continuation of hearing by the Judge.

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