By Abdulwahab Abdulah
Lagos—Justice A. Abdul Kafarati of a Federal High Court sitting in Abuja has declared that the Extra Ordinary General Meeting, EGM, of the Ikeja Hotel Plc, held on January 6, 2015, where the chairman of the hotel’s board, Mr. Goodie Ibru was supposedly removed as unlawful, illegal and of no effect.
In a judgment delivered in the originating summons filed by three shareholders – Prof. Isaac Adalemo, Kes Connestone International Ltd and Mr. Braimoh Ademuyewo Adesina against 10 defendants, the court found merit in the plaintiffs’ suit, declaring the EGM illegal, null and void.
Those joined as defendants were: Ikeja Hotels, IHL Services, Mr. Goodie Ibru, Corporate Affairs Commission, CAC, Security and Exchange Commission, SEC, Mr. Rasheed Olaoluwa, Mr. Olumide Braithwaite, Mr. Tunde Sarumi, the Inspector-General of Police and Diamond Bank plc.
The plaintiffs prayed the court to, among other things, grant the following reliefs: A declaration that issuance, service of Notice of Meeting personally or by post on every shareholder is a condition precedent to a valid Annual or Extraordinary General Meeting of a company.
And, a declaration that plaintiffs being shareholders of the 1st Defendant (Ikeja Hotels Plc) are entitled to receive notice of every Annual or Extraordinary or General meeting of the company and that the meeting of January 6, 2015 took place without service of notice of the meeting on them, which makes it null and void.
It also sought an order setting aside all resolutions, steps and decisions taken at the purported Extraordinary General meeting of Ikeja Hotels Plc of January 6, 2015 and setting aside the Ikeja Hotels Plc’s Form CAC 7 dated January 7, 2015, the purported Board resolution dated January 9, 2015 and such further resolutions and actions purportedly taken at the meeting of January 6, 2015.
An order of perpetual injunction restraining the 1st, 2nd, 4th, 5th, 9th and 10th defendants from recognising, acting on and/or giving any effect whatsoever to every purported resolution, actions, steps taken pursuant to the purported extraordinary meeting of January 6, 2015 and giving any effect to the purported Form CAC 7 dated January 7, 2015 and such other resolutions and actions taken pursuant to the purported extraordinary general meeting of Ikeja Hotels of January 6, 2015.
Counter-affidavits were filed by the various parties, and arguments heard.
The judge in the judgment said; “I have considered all the processes filed by the parties in this case and from the said processes, the issue for determination are: whether a meeting of a public company held in contravention of the provisions of sec. 218 (3) 218(1), 220(1) and 221 of the Companies and Allied Matters Act is unlawful, null and void and without any legal consequence and whether advertising of notice of meetings in national dailies without service of personal notice suffices as notice to members of a public company under the companies and allied Matters Act, and whether a meeting held pursuant to such advertised notice and resolutions made at such meeting is unlawful, null and void and of no legal consequence… On the whole I find merit in the plaintiffs’ originating summons and therefore, all the reliefs are granted.”
The implication of the judgment is that the board of Ikeja Hotels Plc remains as it was constituted before the said EGM and consists of Mr. Goodie Ibru, Mr. Yakubu Disu and Dr. Oba Otudeko.
Also, the same Federal High Court presided over by Justice M. B. Idris had dismissed the suit NO.FHC/L/CS/1956/2014 filed by Alurum & 2 others against Ikeja Hotels Plc, IHS Services Ltd and Union Registrars Ltd, wherein the applicant prayed for an order of court mandating the holding of the extraordinary general meeting of January 6, 2015 and another order deeming as valid whatever transpired at the said meeting as being validly done.
The defendant’s application for an order to dismiss the suit was granted.