A Federal High Court sitting in Abuja has nullified the Extra-Ordinary General Meeting of the First Guarantee Pension Ltd purportedly held on 8 July 2019 and 20 February 2020.
Justice Taiwo O. Taiwo held that the meeting having not been convened by the firm’s Board of Directors, of which the Plaintiff, Dr Patrick Ozikoja Asadu, a member and Vice-Chairman, was not duly convened, was therefore null and void.
He nullified Asadu’s removal as the Vice-Chairman, holding that the meeting at which this was purportedly done, was not duly held and was therefore invalid.
Furthermore, the judge nullified the removal of Alhaji Kashim Ibrahim as the Board Chairman of the firm, because without serving a Notice of Meeting listing such business of removal as an agenda to be transacted at the said meeting, “the meeting was not duly convened and held, and is therefore null and void”.
He also set aside the Extra-Ordinary General Meetings “together with all decisions and/or resolutions reached therein”.
The judge also made “an order of perpetual injunction restraining the defendant from acting on any decisions or resolutions reached the Extra-Ordinary General Meetings”.
Justice Taiwo, pursuant to Section 223 of the Companies and Allied Matters Act (CAMA), 2004, directed the defendant “to convene an Extra-Ordinary General Meeting or Annual General Meeting in line with its Articles of Association and the Companies and Allied Matters Act, 2004 within thirty-five days from the date of the judgment in this suit”.
The court made the order in a judgment on August 25, 2020, following an application by Asadu challenging, among others, his removal without being notified of the said meeting and without being given an opportunity to be heard.
Asadu had formulated several issues for determination and sought 11 reliefs in his Originating Motion of July 25, 2020.
Justice Taiwo upheld all the prayers and granted all the reliefs sought. He held: “Having examined the processes before me, I am of the well-considered view that the issues be resolved in favour of the plaintiff. I, therefore, resolved all the issues in favour of the plaintiff”.
“I grant the declaratory prayers/reliefs 1,2,3,4,5,6 and 7. I further make the orders sought by the plaintiff i.e orders 8.9 and 10. Order 11 is also granted, however, the dividend shall be declared by the company at a general meeting to be convened as prayed for within 35 days from the date of this judgment. This is the judgment of the court.
The judge further made a declaration that having regard to Section 379 of the Companies and Allied Matters Act, 2004, the Plaintiff, being a shareholder and thus a member of the Defendant, is entitled to receive his dividends by the Defendant.