A Federal High Court sitting in Lagos on Wednesday have restrained the Inspector-General of Police (IGP), Deputy Inspector-General of Police (DIG) Force Criminal Investigation Department (ForceCID) and Assistant Inspection-General of Police (DIG) Zone 2, Command, Onikan, Lagos, their privies agents and/or any officers acting under their instructions and all other officers under their control and command, from further inviting, harassing, arresting, interrogating or detaining the officials, directors, privies, servants, agents or any person of persons acting under the instruction or in the employment of the of a limited liability company, LADGROUP Limited.
The court also made an order restraining one Prince (Dr.) Babatunde Adedapo Onafowokan, from instigating any other security agencies to invite, harass, arrest, interrogate or detain the officials, directors, privies, servants, agents or any person of persons acting under the instruction or in the employment of the of a limited liability company, LADGROUP Limited.
Justice Abimbola Awogboro who made the order sequel to a motion filed and argued by the counsel to the applicant Adetunji Adedoyin-Adeniyi where the court held that the orders subsist till the hearing and determination of the motion on notice filed by the applicants against the IGP, DIG, DIG and Prince Onafowokan in a suit marked FHC/L/CS/717/2022.
The court also ordered that applicants to file an undertaken as to damages, if it turns out that the orders made ought not to have been granted.
The judge adjourned further hearing to 9th of May and return the file to admit judge for proper assignment.
Applicants in the fundamental rights enforcement suit are: LADgroup Limited; Mr. Robert Ogirri; Mrs. Bolaji Christiana Oluwayemisi; Mr. Toyin Alimi; Mr. Chukwunonso Okeke; Mr. Kemi Odunsi and Mr. Keshi Afegbua.
The applicants’ Motion Exparte was pursuant to Sections 36, 38, 46(1)(2) and 46(3) and 315 of the Constitution of the Federal Republic of Nigeria, 1999 (as amended) and Articles 6, 7 and 12 of the African Charter on human and peoples’ rights (ratification and enforcement) Act Cap. A9 LFN, 2004. And pursuant to sections 10 and 13 of the Federal High Court Act: Order 26 Rules 6 (2); Order 28 Rules 2 and 2 (1) and Order 28 Rule 1 of the FHC Civil Procedure Rules, 2019 and under the Court’s inherent jurisdiction.
The applicants in an affidavit of 56 paragraphs deposed to by Chukwunonso Okeke, the fifth applicant in the suit stated that the fourth respondent, who is the founding shareholder of the first applicant, who has been lodging unsubstantiated petitions to police against the company and its management staff {second —seventh Applicants} with his address situate at 35, Awolowo Avenue, Ikenne, Ogun State.
He stated that the fourth respondent and his wife, Mrs. Victoria Abimbola Onafowokan, were the only subscribers and shareholders of the company, and have been managing its affairs, when it was incorporated; as shown from the company’s Article of Association dated August 22, 1994 with the share capital of the company being 300,000,000 shares divided into 120,000,000 ordinary shares at 1.00 each and 180,000,000 preference shares of 26.00 each.
The deponent stated that in the course of the company’s business operations and due to its gross mismanagement and paucity of funds to pilot the affairs of the company, the 4th respondent was left with no other option, but to divest his shareholding in the company. Adding that in the course of the fourth respondent divesting the shares in the company, a Mauritius company ably represented in Nigeria as Sahel Capital Agribusiness Managers Limited under the name of “Fund For Agricultural Finance in Nigeria” invested the sum of $8,2 million USD, in to the company, which made “Fund For Agricultural Finance in Nigeria {FAFIN} the majority shareholder with 113,538,462 preference shares and same was represented in the Form CAC 2A dated 19 March, 2020 and accordingly registered with the Corporate Affairs Commission {CAC}.
Chukwunonso stated further that Fund for Agricultural Finance in Nigeria {FAFIN} a Mauritius company ably represented in Nigeria as Sahel Capital Agribusiness Managers Limited executed both Shares Subscription Agreement and Shareholders Agreement with the LADgroup Limited and it’s founding shareholders. And that before the investment made by Fund for Agricultural Finance in Nigeria, Ladgroup was managed by the first son of the fourth Respondent {Mr. Adekunle Onafowokan} for 12years, wherein the company was improperly managed to the extent the it’s Debt profile was in the sum of US$ 6,854,062 USD, owed to Nigeria Export “Import Bank {NEXIM Bank}, which arose out of the facility obtained by the company from the said Bank.
He stated that it was as a result of the colossal mismanagement of funds and resources coupled with gross operational breakdown of the company, that Fund for Agricultural Finance in Nigeria bought into the it, as the majority shareholder so as to resuscitate the ailing affairs of the company.
He averred that, a board meeting was held by the company’s Board of Directors; wherein the fourth respondent’s son; Mr. Adekunle Onafowokan resigned from the Board of Directors of the company and was immediately replaced by Mr. Tunde Bajela in the said Board accordingly. And that upon the resignation from the Board and retirement of Mr Adekunle Onafowokan as Managing Director in August 2020, Mr Robert Ogirri was appointed as the Chief Executive Office from December 1, 2020 to pilot the company’s affairs towards a positive turnaround of its dwindling fortunes; wherein other management officers of the company were equally replaced in line with the due process of the law.
He stated that himself and the second, fourth, sixth, and seventh applicants as the Management staff of the company have been piloting the affairs of the company in line with international best practice and standard expected of a corporate entity such as the company, as shown in the commendable feedback as shown in the Standard Organization of Nigeria’s “2021 Fourth Quarter MANCAP Certification Feedback” dated 5th November, 2021 wherein the Standard Organization of Nigeria {SON} gave a positive appraisal on the manufacturing process of the company ably managed by himself, second, fourth, sixth, seventh applicants.
On the applicants’ invitation and arrest by first to third respondents, the deponent stated that they were surprised to be invited to the office of the fourth respondent over a malicious petition dated March 14, 2022 written by an anonymous staff of the company, wherein some unsubstantiated allegations were levied against them. Adding that the officers of the first to third respondents had earlier invited the Applicants, vide a letter dated March 16, 2022 to its office to come and answer questions on the faceless petition dated March 14, 2022 wherein certain allegations were levied against the management of the 1st Applicant.
He stated that the applicants have in the period of March 21 to 24, 2022 upon several invitations from the officers of the first to third respondents been called upon to answer to allegations levied against them over management of the company’s funds and resources. And that the third respondent despite the ceaseless invitation of them to their office has further disrupted the activities of the company by harassing and hounding the the second, fourth, sixth, seventh applicants and myself with needless invitations vide fresh invitation letters dated March 21, 2022 to be at their office on March 23, 2022.
He also stated that the fourth respondent being dissatisfied with the way and manner in which the officers of the first to third Respondents at Sagamu, Ogun State were handling the issue of the faceless petition dated March 14, 2021, sent a letter dated March 23 2022 to Sahel Capital Agribusiness Managers Limited making some unsubstantiated allegations against the third to seventh applicants, with respect to the manner we they were handling the company’s affairs. And that upon the allegation levied against them in the letter dated March 23, 2022, which was received vide the email dated March 29, 2022 from one of the Directors of the company, Mr. Tunde Bajela who is in charge of the Audit and Risk Committee of the company’s Board requesting for the provisions of the statement of account and other documents of the company to enable the Board of Directors establish the menit or otherwise of the petition written by the fourth respondent.
He stated that himself with the second, fourth, sixth, seventh Applicants, in compliance with the email dated March 29, 2022, commenced answering to the questions raised in the said email with the relevant documents as seen in the written response to the Audit and Risk Committee of the 1st Applicant’s Board of Directors. And that the fourth respondent in his usual high handedness and disregard for due process of the law, while his petition is being attended to by the Audit and Risk Committee of the company’s Board of Directors, lodged another petition to the third Respondent making the same allegations as contained in his earlier petition to the Sahel Capital Agribusiness Managers Limited dated March 23, 2022.
He stated that on April 12, 2022, while the Applicants were having management meeting, the officers of the first to third respondents acting on instruction, dictates and direction of the fourth respondent, came into the factory of the company situate at Ikenne-Remo, Ogun State in their usual commando-style operations to once again disrupt the activities and business operations of the company, as well as arrest the applicants, without any arrest warrant or any formal invitation first served on us and none has been availed to us till date, wherein the officers of the first to third D
Defendants assaulted the private security men of the company who merely requested to see any form of arrest warrant or search warrant.
On Presumption of Innocence, the deponent stated that by his elementary knowledge of the Nigerian Constitution, it is a fact that the second, fourth, sixth seventh Applicants are presumed to be innocent of any criminal allegation against them until the contrary is proved in a Court of law. And that he verily believe that the primary and sinister target of fourth respondent even before allowing an Independent audit company or panel to finish the forensic analysis of the company financial records is to instigate the first to third respondents and any other law enforcement agencies the applicants, in order to secure the restraint of their liberty and infringement of on their civil rights.
The deponent stated that the actions of the respondents have caused him and other applicants colossal damages, from the moment the officers of the first to third Respondents arrested them without following due process of law. And that they have been scandalized beyond imagination before the entire world, our reputation has been damaged as respected members of the society without any record of criminality whatsoever.
On the preservation of the ‘res’ and the subject matter of the suit, the deponent stated that the applicants filed the extant action bothering on the legality and constitutionality of the investigations of acts bothering on criminal infractions of unsubstantiated allegations without any document indicting the 2nd, 4th, 6th, 7th Applicants and myself of any criminal infractions/whatsoever.
The deponent further stated that given the antecedent and actions of the Respondents, the applicants have reasons to fear and they are afraid that they will be harassed, intimidated, arrested, detained and maliciously prosecuted by the Police Force and other law enforcement agencies in violation of my fundamental rights, if the respondents are not restrained until an Independent audit report is carried out. Adding that owing to the fact that the second, fourth, sixth, seventh Applicants and himself reside in Lagos State, they verily believe that the first to third respondents will set in motion all means to arrest and detain us in Lagos State on the basis of the unsubstantiated allegations of the fourth respondent.
He also stated that himself and second, fourth, sixth, seventh applicants, know as a fact that time does not run against the respondents in the prosecution of criminal cases if at all any prima facie case is established against them eventually, whereas if they are arrested and detained but later found to be innocent, our liberty and health would have been impaired irreparably.
The deponent further stated that the himself, the second, fourth, sixth an seventh applicants, know as a fact that where the first to third respondents are not restrained from arresting, inviting or detaining them, no monetary compensation will suffice in place of the violation of our fundamental and constitutional rights and likely jeopardy to our health by the Respondents.
And that there is no pressing urgency that will make the respondents not to await the outcome of the determination of the fundamental right action on the merits instead of the present tactics of the Respondents to ambush us. Adding that any delay in the hearing of this application will be detrimental to the substantive application for the enforcement of our fundamental right as where the respondents are allowed to further take steps against us on account of the Respondents, will result in exceptional hardship to our detriment.
The deponent stated that the second, fourth, sixth, seventh applicants and himself particularly undertake to compensate the respondents in damages should it later turn out that the Court ought not to have granted the orders sought in this application. And that the instant application has become imperative as a timeous response to this application will save the Applicants and their officers from the continued unlawful harassment, work, distraction, and psychological trauma to which them, as they have been and is being subjected to by the Respondents.
He stated that except the respondents are restrained, the right of the applicants and that of its officers and agents will continue to be infringed upon as a result of the unlawful harassment, work distraction, psychological trauma to which himself and the second, fourth, sixth, seventh applicants are being subjected to, occasioning diminished integrity and goodwill to our business and reputation.
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