A Federal High Court in Lagos has ordered three Indian nationals to pay the sum of N98.2m and an additional $325,000 to an 87-year-old businessman, Isaac Oginni, for breach of fair hearing and the clear provisions of section 262 of the Companies and Allied Matters Act.
Justice Ayokunle Faji also declared that the octogenarian remains a director of his three companies: Bolawole Enterprises Nigeria Limited, Lesag Nigeria Limited, and Intermanagement Nigeria Limited.
The Indians ordered to pay the judgment sum by the court order in a suit marked FHC/L/CS/1431/2019 are Mr Jai Gupta and his two sons, Vineet and Rachit.
In his statement of claims, the octogenarian, represented by his lawyer, Yakubu Galadima, sought to declare that he was a director and remained a director of the three companies listed as first, second, and third defendants in the suit. He also sought a declaration that as the first subscriber and director in the first to third defendants, he is entitled to certain benefits, advantages, and relief from the activities of the three companies.
The plaintiff further prayed to the court for an order compelling the fourth defendant to render a comprehensive account to the Plaintiff of the N7bn granted to the 1st defendant by the Export Expansion Grant Scheme.
But the first to sixth defendants, through their lawyer, Festus Afeiyodion, in a 45-paragraph counter-affidavit urged the court to dismiss the plaintiff’s originating summons for lacking in merit.
Delivering judgment, Justice Faji held that no reasons were given by the defendants for the removal of the plaintiff, which showed a breach of the right to a fair hearing and the clear provisions of section 262 of CAMA. The judge noted that the crux of the issue is whether or not the provisions of the law regarding notice for extraordinary general meetings have been fulfilled.
Consequently, the court restrained the first to sixth defendants, either by themselves, or their agents, privies, or officers from any act that may curtail or impede the rights of the plaintiff as a member and director of the first, second, and third defendants.
On the defendants’ contention that the fourth defendant holds 40,000 fully paid-up shares in the 1st defendant, as of 1987, the court stated that in exhibit 1009, it was clear that the company’s share capital is now 100,000,000 ordinary shares of N1.00 each.
The judge held, “The fourth defendant holds 38,000,000 of those shares which are not even paid for. The defendants have not controverted exhibit 1009 and the same is deemed admitted. I must therefore hold that the defendants do not have 10 per cent of the paid-up capital of the companies.
“Even the plaintiff’s exhibit 1009 showed that the 5th defendant has 15,000,000 of 100,000,000 but the shares were not paid for.
“The 4th defendant had 38 million shares as of 1st February 2023, which does not show that as of the date of the extraordinary general meeting in 2019, he had the requisite shareholding. What is more, no reasons were given for the removal of the plaintiff, and that to my mind shows a breach of the right to fair hearing and the clear provisions of section 262 of CAMA.
“It is obvious that the plaintiff is entitled to the following sums after prorating and deducting the figure relating to NIBCO Ltd and the Plaintiffs deceased wife to wit: Directors’ payments of N13.9m, vacation benefit of N12m, annual bonus of $150,000 and N55,500,000.
“I, therefore, grant the plaintiff the sum of N81,000,000 and $150,000. This sum covers the benefits up to August 17, 2017, when Exhibit 1003 was made. The vacation allowance was N1,000,000 per year. The period from 2017 to date is seven years. An additional sum of N7,000,000 is thus due to the Plaintiff as a vacation allowance.
