By Ikechukwu Nnochiri

The Court of Appeal sitting in Abuja, on Monday, affirmed the removal of Dr. Bunu Alibe and Mr. Ayo Olojede as Directors of an indigenous oil firm, Green Energy International Limited.

The appellate court, in a unanimous decision by a three-member panel, nullified an earlier judgement of a Federal High Court in Abuja, which had on September 23, 2022, reversed the sack of the duo from management of the company.

The Court of Appeal faulted the trial judge, Justice Bolaji Olajuwon’s verdict that sufficient notice was not given to Alibe and Olojede, before the oil coy held its Annual General Meeting, AGM, on November 12, 2020, where the decision to remove them was taken, among other resolutions.

Consequently, the appellate court upheld the appeal marked: CA/A/CV/1248/2022, which the company filed alongside its Chairman, Prof. Anthony Adegbulugbe, to challenge the judgement of the high court.

In its lead verdict that was prepared by Justice Jamilu Tukur, but read on Monday by Justice Danlami Senchi, the appellate court, held that the removal of Alibe and Olojede, was in compliance with the Companies and Allied Matters Act, CAMA.

It held that from evidence that was adduced before the trial court, the firm, fulfilled the necessary requirements for the issuance of the notice for the AGM.

According to the court, based on documentary evidence that was tendered by the parties, the notice for the AGM was issued and received on October 22, 2020, which gave 21 clear days notice before the meeting held on November 12, 2020

The court faulted the trial judge for voiding the AGM and nullifying all the decisions and resolutions of the meeting, including Alibe and Olojede’s removal.

More so, the appellate court held that Chairman of the company, Prof. Adegbulugbe, was not a necessary party in the case.

It, therefore, vacated the N3million damages that was awarded against the company by the trial court.

“It is the 1st Appellant company that allegedly failed to issue proper special notices of the removal of the Respondents as directors. The presence of the 2nd Appellant is a mere surplusage, that is, desirable,  but not compulsory.

“The 2nd Appellant or any member of the company could have been called as a witness and the court will still be able to effectively determine the controversy between the parties,” the court held, even as it struck out Prof. Adegbulugbe’s  name from the matter.

It equally faulted the Respondents’ argument that not notifying them of their impending removal, prior to the AGM, amounted to a violation of their right to fair hearing.

Justice Tukur, held: “When it comes to the issue of re-election, non-election or the removal of a director of the 1st Appellant (Green Energy), it is sufficient if a notice of the holding of annual general meeting of the company is served on the members of the company, as shown to have been done in the instant case.

“Adverting to the provisions of the Articles of Association of the 1st appellant, particularly Articles 19 to 33 which deal with annual general meeting, it is crystal clear by the provisions of the Articles thereof that election and non-election of directors of the company is part of the ordinary business of the AGM.

“Where the Respondents (Alibe and Olojede) were duly served with the notice of the AGM and they failed or neglected to attend, they cannot, in my view, to turn round to complain of breach of their right to fair hearing. They are deemed to have waived the right to complain over the outcome of the said meeting.

“In the instant case, the Respondents were duly served with the requisite notice of annual general meeting of the company and are fully abreast of the usual ordinary business of the AGM, as including the election/non-election of directors, should have hasten in attendance of said meeting, but decided to away.

“They cannot later turn around to complain over the outcome of the said meeting. They concept of the right to fair hearing is not at large. The question at all time is, whether an opportunity of the hearing has been afforded the party who later complained.

“They cannot be allowed to wave the red flag of breach of fair hearing to scuttle the resolutions arrived at in the AGM,” he added.

Justice Tukur proceeded to dismiss the petition marked: FHC/ABJ/PET/20/2020, which the Respondents filed before the high court.