Two Green Energy International Limited directors who were wrongfully dismissed by the company’s management, Dr. Bunu Alibe and Mr. Ayo Olojede, were ordered to be immediately reinstated by a Federal High Court in Abuja on Friday.
In a ruling, Justice Bolaji Olajuwon referred to their dismissal from the oil corporation as “illegal.”
The judge ruled that section 285 of the Companies and Allied Matters Act (CAMA), 2020, was broken when the company’s annual general meeting (AGM), which took place on November 12, 2020, saw Alibe and Olojede ousted.
In addition to ordering that the directors’ outstanding salary and benefits be paid, Justice Olajuwon also granted the duo three million naira in damages.
Alibe and Olojede had filed a lawsuit against Green Energy and Professor Anthony Adegbulugbe as the first and second defendants, with the case number FHC/ABJ/PET/20/2020.
Adegbulugbe served as a special adviser on energy during the term of Olusegun Obasanjo.
Adegbulugbe was accused by the plaintiffs in the lawsuit, which was started by a petition, of a number of corporate offenses, including the unilateral seizure of executive duties in violation of CAMA, 2020 and the company’s Articles of Association.
The chairman of the company they co-founded allegedly wrongfully removed them, according to their claims.
Adegbulugbe responded by filing a new lawsuit in court with the following designation: FHC/ABJ/CS/1390/2020 against the two directors.
Despite the fact that Justice Ijeoma Ojukwu had previously been assigned to the case, Olajuwon received it when Ojukwu was recently moved to the Calabar division of the court.
In contrast, Justice Olajuwon’s ruling said that a company’s directors and members must get notice of the general meeting 21 days after it is issued.
For the meeting that took place on November 12, 2020, she claimed that the petitioners were only given 20 days’ notice rather than the legally required 21 days.
She claimed that the CAMA’s Section 241 stipulated that a corporate meeting must be held within a reasonable amount of time.
According to the judge, the defense’s claim that the aggrieved directors disobeyed Ojukwu’s instruction that parties attend the AGM as part of the efforts to address the problem roiling the firm is unpersuasive.
“I have carefully reviewed the Justice Ojukwu’s proceedings.
The court did not shorten the amount of time for the meeting to be convened because the notice of the annual general meeting was served before the order was made.
The court must interpret a legal requirement when it is plain and unequivocal, she said.
As a result, Justice Olajuwon ruled that all decisions taken at the AGM held on November 12, 2020, were invalid.
“A declaration that the purported failure to elect and/or removal of the petitioners from their positions as directors of the first respondent (Energy Oil) was unlawful, illegal, and not in accordance with the provisions of the Companies and Allied Matters 2020 in that proper procedure was not followed or adopted.
“A declaration that the provisions and powers contained in Section 285 of the Companies and Allied Matters Act 2020 are neither exercisable nor applicable to the 1st respondent in accordance with Article 27 of the 1st respondent’s Articles of Association.
“An order declaring the alleged Annual General Meeting on November 12, 2020, as invalid and unconstitutional, and voiding all decisions made afterward, including the alleged non-re-election of the petitioners as directors of the First Respondent.
The court hereby prohibits the respondents from denying the petitioners any or all rights, emoluments, and benefits due to them as directors of the first respondent, including but not limited to unrestricted access to the company’s offices and sites, settlement of all bonuses and financial entitlements and allowances due and or payable to the petitioners, as long as they are still members of the first respondent.
The judge further stated, “General damages in the sum of N3 million is hereby awarded in favour of the petitioners for their unlawful removal as directors of the first respondent in defiance of the requirements of CAMA 2020.”
She declared that the petitioners had not received a fair hearing before the company’s judgments.
She claimed that the petitioners’ argument was successful in part because they were not given enough notice.
Additionally, the judge dismissed the sister lawsuit brought by Adegbulugbe against the two directors and designated FHC/ABJ/CS/1390/2020.
Olajuwon had already rejected the defense argument that questioned the court’s authority to hear the case.
However, Justice Olajuwon rejected the claims made against Adegbulugbe that he made decisions on his own and transformed the business into a family affair.
Justice Olajuwon believes that one who makes a claim must support it.
As there was insufficient evidence presented to her for her to believe otherwise, she concluded that the two directors had failed to meet their obligation to substantiate the claims.