The Federal High Court, Abuja, on Tuesday, fixed May 11 for definite hearing in a suit involving Prof. Anthony Adegbulugbe, a former Special Adviser on Energy in the President Olusegun Obasanjo administration, and others.
Justice Ijeoma Ojukwu fixed the date after all pending motions relating to the substantive matters had been regularised by counsel to the parties.
Recall that Adegbulugbe, the chairman, Green Energy International Limited, and two directors, Dr Bunu Alibe and Mr Ayodele Olojede, have been locked in legal battle on the ownership and running of affairs of the oil company.
The company is the plaintiff in the suit marked: FHC/ABJ/CS/1390/2020, with Alibe and Olojede the 1st and 2nd defendants respectively.
At the resumed sitting, the two defendants, through their counsel, Alade Agbabiaka, SAN, sought for an order of the court to discharge the exparte order granted in favour of the plaintiff on Nov. 4, 2020 which compelled them to attend an Annual General Meeting (AGM) of the company slated for Nov. 12 which they did not attend.
The defendants, while arguing their motion seeking to discharge the order, averred that they did not attend the AGM because its notice ran foul of the Companies and Allied Matters Act (CAMA) which requires 21 days notice before the meeting can be convened by the company.
They further told the court that the exparte order infringed on their fundamental rights to freedom of association, adding that the order was obtained by the plaintiff by concealing material facts before the court.
They urged the court to vacate the exparte order against them in the interest of justice.
But counsel to the plaintiff, Benbella Anachebe, SAN, opposed the application on the ground that the exparte order complained against had no life again.
He argued that the order was to last for 14 days and that the 14 days had since expired.
In her ruling, Justice Ojukwu held that the exparte order had become an academic exercise, adding that delving into it would amount to premature incursion into the substantive matter.
The judge then fixed May 11 for definite hearing of the substantive matter.
NAN reports that Adegbulugbe, in the suit, is praying the court for a declaration that the two directors; Alibe and Olojede with 22.6 per cent shares cannot impose their will on the majority shareholders who approved and sanctioned agreements reached with third party entities for the benefit of the company.
The complainant also wants the court to restrain the two directors from doing anything inimical to the interest of the firm but use internal mechanism in resolving any dispute.
However in their counter affidavits, the two directors claim that Adegbulugbe usurped the function of the Managing Director of the firm and had been taking unilateral decisions that were against the objectives of the company.
The two defendants averred that the former Obasanjo’s aide had engaged in alleged infractions by involving multinational companies in the operations of the company without their input.
Amongst others, they contended that Adegbulugbe brought third parties under the guise of increasing production of the Otakikpo Marginal Oil Field from 5,600 bpd to 30,000 bpd.
Contrary to the claim of the chairman that the two directors have only 22.6 % shares in the company, the defendants asserted that they are owners of 25 % shares.
The first defendant, in particular, stated that as plaintiff’s Director-Technical, he should have been in charge of all technical matters.
He disclosed that the second defendant and himself were directly instrumental to the award of an oil mining license by the Federal Government of Nigeria to the plaintiff to operate the Otakikpo Marginal Oil Field (OML 11).
“That the 2nd Defendant and myself undertook the task of applying for and securing said license because Adegbulugbe was unable to do so firstly because he did not have the relevant contacts needed to secure the marginal oil field licence and secondly because as a public official then serving in government as Energy Advisor to the administration of Chief Olusegun Obasanjo, then President of the Federal Republic of Nigeria, he was precluded from doing so for reasons of conflict of interest.
“That after joining us on the plaintiff’s board as a co-director, Prof. Anthony Adegbulugbe unilaterally usurped the position of Chairman, Board of Directors without the Board electing him to that position contrary to the provisions of Section 289(4) of the Companies and Allied Matters Act 2020,” they averred.
The defendants stated that Adegbulugbe’s usurpation of the position of the Chairman of the Board and combining same with the position of the Chief Executive Officer of the Plaintiff is contrary to the provisions of Part A, Section 2(2.7) of the Nigerian Code of Corporate Governance 2018.
This, they said, provides that “the positions of the Chairman of the Board and the Managing Director/Chief Executive Officer (MD/CEO) of the company should be separate such that no person can combine the two positions.”
They therefore prayed the court to protect them as executive directors and as bonafide minority shareholders of the company.