Justice Muhammed Yunusa of the Federal High Court in Lagos has upheld the extraordinary general meeting (EGM) convened by three shareholders – Alurum Investments Limited, Dadifoll Limited and RFC Limited – where the Chairman of Ikeja Hotels Plc, Mr. Goodie Ibru was sacked last week.
The judge’s order was sequel to an application filed by the three shareholders against Ikeja Hotels, IHL Services Limited and Union Registrar Limited to validate the resolution of the shareholders.
Worried by the dwindling fortunes of Ikeja Hotels and determined to rescue the company from going under, Alurum Investments Limited, Dadifoll Limited and RFC Limited had convened an EGM where they removed its chairman, Ibru.
The meeting was held in front of the Sheraton Hotel and Towers in Lagos, a subsidiary of Ikeja Hotels, when they were prevented from gaining access into the hotel.
But responding to the development at the weekend, Ibru had insisted that he remained the chairman of the board of the directors of the company, declaring the EGM null and void.
Ibru, who said he would challenge his purported removal in court, stated: “In the first place, the so-called EGM was not properly convened. We have over 14,000 shareholders, none of whom was issued with the notice required by Sections 220-222 of CAMA (Companies and Allied Matters Act) 2004 nor were they afforded the opportunity to appoint proxies to vote in their stead.”
According to him, “Purported notice was published in the newspaper,” adding that the notice was not sufficient.
Ibru explained that not only was he not personally served with a notice of intention to remove him, he was also not given the opportunity to make a statement in his defence, which he said were his rights under CAMA.
This, THISDAY gathered, necessitated the suit by Alurum Investments Limited, Dadifoll Limited and RFC Limited.
After listening to the counsel by the plaintiffs, Mr. Michael Orimobi, Justice Yunusa ordered that the resolution taken at the meeting dated January 6 was valid, pending when the determination of the motion of notice is granted.
He equally ordered the defendants in the suit – Ikeja Hotels Plc, IHL Services Limited and Union Registrar Limited, their representatives and all parties – duly entitled to attend the aforesaid meeting to be guided by the order and comply with it.
Justice Yunusa adjourned the case to January 14 for report compliance.
In addition to the court order, the Publisher of The Guardian newspaper, Mrs. Maiden Alex-Ibru, has also faulted claims by Goodie Ibru that the EGM where he was removed as chairman was null and void, saying the meeting was properly convened and the resolutions remained valid.
Mrs. Alex-Ibru, in an advertorial, said the requirement of personal service of notice of meeting which Goodie Ibru alluded to has never been complied with by the secretary of the company, even when the secretary had the addresses of shareholders.
“It is thus desperate and preposterous for Mr. Goodie Ibru to say now that without serving personally every shareholder, the EGM is invalidated, when under his direction and supervision the company secretary had become hostile to the shareholders and other board members, refused to make the addresses available to the requisitionists, and was fiercely determined to frustrate the meeting to the extent of defying a subsisting court’s order that he should attend the EGM,” she said.
She added that the company secretary of Ikeja Hotels was duly served on behalf of the company, the special notice of the resolution to remove Goodie Ibru as a director of the company.
According to her, the obligation was that of the company secretary to notify Goodie Ibru.
“If Goodie Ibru had frustrated the company secretary from complying with the law, he cannot turn around and say that he did not receive the notice, and seek to invalidate the resolution removing him under that guise,” Mrs Alex-Ibru said.
On the issue of regulators not being present at the EGM, she said they contacted the regulators – the Securities and Exchange Commission (SEC) and Nigerian Stock Exchange (NSE) – who said they did not attend the EGM because they were served the Abuja order of injunction, ostensibly by Goodie Ibru.
“They were thus not aware that there was a subsisting court order validating the meeting. What manner of dishonesty and mischief make a person conceal such information? Can that same person then be allowed to say that meeting is invalidated for the absence of the regulatory authorities when he had skewed the facts to the regulatory authorities so as not to make informed decisions whether or not to attend the EGM?
“In any case, no law exists to invalidate a properly convened meeting of the shareholders of a company simply because a regulator, who really attends essentially only as an observer, is absent,” she said.