Alleged unlawful removal: Court fixes March 23 for suit by 2 directors of Green Energy

 The Federal High Court, Abuja, on Tuesday fixed March 23 for commencement of hearing in a suit filed against Green Energy International Limited and its Chairman, Prof. Anthony Adegbulugbe, by two aggrieved directors of the company.
The two directors, who had accused Adegbulugbe and the  company of injustice and  cheating, demanded N250 million in damages.
Justice Ijeoma Ojukwu fixed the date after taking arguments from counsel to the parties in the suit.
Justice Ojukwu adjourned the matter for counsel to the petitioner, Alade Agbabiaka, SAN, and the respondents’ lawyer, A. B. Anachebe, SAN, to regularise their processes for mention.
The News Agency of Nigeria (NAN) reports that Dr Bunu Alibe and Mr Ayo Olojede had, in a motion on notice marked: FHC/ABJ/PET/20/2020 filed by their counsel, Alade Agbabiaka, listed the company and Adegbulugbe as 1st and 2nd respondents respectively.
Adegbulugbe was Adviser on Energy during President Olusegun Obasanjo’s administration.
The duo are by the suit they commenced via a petition, accused Adegbulugbe of a series of a corporate misdemeanors, including unilateral usurpation of executive responsibilities, contrary to the provisions of the Companies and Allied Matters Act (CAMA), 2020 and the Company’s Articles.
They claimed that they were unlawfully removed by the chairman of the company they jointly nurtured to fruition.
The applicants averred that such decision was contrary to the provisions of CAMA, 2020 and the organisation’s Article of Association.
When the matter was called on Tuesday, Agbabiaka informed the court that a petition dated Nov. 24, 2020 was filed and served on the respondents and that they had responded with two processes.
“We also filed along with the originating process, two interlocutory processes. The first one is dated and filed Nov. 27, 2020.
“And the second one is dated Nov. 25 and filed Nov. 26, 2020,” he said.
The lawyer asked for consolidation of the processes with the suit marked: FHC/ABJ/CS/1390/2020 filed by the company against the petitioners which was already before the court.
However, counsel to the respondents, Anachebe objected to Agbabiaka’s submission.
Anachebe argued that they had not been properly served with the petitioners’ processes.
He urged the court not to fixed a date for commencement of the matter until the respondents were properly served.
But the judge, who wondered how Anachebe would have replied to the processes served on his clients and still argued that they had not been properly served, fixed March 23 for the petitioners and the respondents to regularised their processes.
NAN reports that the sister case, which came up on Dec. 10, 2020, was fixed for Feb. 10 for continuation of hearing by Justice Ojukwu.
Alibe and Olojede, in the petition, sought “an order of interlocutory injunction, restraining the 1st and 2nd respondents whether by themselves or by their servants, agents, privies or any of their subsidiaries of how-whatever 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 the 12th of November, 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 of how-whatsoever 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 the 12th November, 2020, at the Corporate Affairs Commission, Abuja, or any other authority or organisation, 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 of how-whatsoever from preventing and or denying the 1st and 2nd petitioners/applicants all rights, entitlements, privileges, benefits and or emoluments due to them from the 1st respondent as Executive Director, Technical and Executive Director, Sustainable Development respectively of the 1st respondent, pending the hearing and final determinations of the petitions filed herein. “
The applicants also asked for further order as the court may deem fit to make in the circumstances.
According to Agbabiaka, the 1st and 2nd petitioners had filed a petition dated Nov. 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.
The senior lawyer said that by the petition, the petitioners also challenged their removal as directors of the 1st respondent on the grounds that Article 27 of its Articles of Association had rendered the operation of Section 285 of CAMA, 2020 inoperative or inapplicable  to the first respondent by way of removal of directors of the company by retirement or by rotation at the company’s AGM.
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 CAMA 2020 and the Company’s Articles of Association.
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.”
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.
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.(NAN)

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