Aggrieved Directors Demand Coy’s Bank Statement

The boardroom crisis rocking Green Energy International Limited, an oil and gas company, which has as Chairman a former Special Adviser in the Olusegun Obasanjo administration, has taken a new twist.

The News Agency of Nigeria (NAN) reports that two aggrieved directors of the company have now asked through the court details of the firm’s bank statements within and outside Nigeria from incorporation till date.

The directors, Dr Bunu Alibe, and Mr Ayodele Olojede, also demanded the company’s invoice and receipt of payment of its shares by its Chairman, Prof. Anthony Adegbulugbe, and other shareholders.

Adegbulugbe and the two directors of the firm had on Feb. 10, 2020, dragged one another before the court over the ownership of the oil company

The aggrieved directors, who requested for the firm’s register of all its members and shareholders, further asked for all its board resolutions, including resolutions for the increase of the company’s share capital from incorporation till date.

NAN reports that Adegbulugbe was a former Special Adviser on Energy in the Olusegun Obasanjo administration.

The duo, in a motion on notice with suit number FHC/ABJ/CS/1390/2020, had filed an application tagged, “Discovery of Documents,” before Justice Bolaji Olajuwon of a Federal High Court(FHC), Abuja.

The application dated and filed on Jan. 31, according to their counsel. Etigwe Uwa, SAN, was brought pursuant to Order 43, Rules 8(1) of the rules of the FHC, 2019 and under the inherent jurisdiction of the court.

The motion sought an order of extension of time granting leave to the directors to request the company to make discovery on oath in the discovery of documents attached to the affidavit as “Exhibit BAI.”

It also sought an order of the court, deeming the already filed and served discovery of documents as properly being filed and served.

NAN reports that while Green Energy International Ltd is the plaintiff/respondent in the suit, Alibe and Olojede are first and second defendants/applicants respectively.

They are praying the court to direct the plaintiff (company) to make discovery on oath of all documents referred to below:

“All bank statements of the plaintiff’s account(s) within and outside Nigeria from its incorporation till date.

“All financial instruments issued by the plaintiff to all banks within and outside Nigeria including cheques, approvals, vouchers, all contracts to third parties, monies paid to all directors by the plaintiff since incorporation till date.

“All contracts with third parties for the development of the Otakikpo Marginal Oil Field (OML 11) including contracts with drilling companies, oil service companies and contracts with regard to suppliers from the incorporation of the plaintiff till date.

“All contracts entered by the plaintiff with other parties with regard to the crude oil sales, transportation, and handling charges for the sale of crude from the incorporation of the plaintiff till date.

“All audited financial and management account statements of all bank accounts within and outside Nigeria from incorporation of the plaintiff till date.

“All permits and licenses, including export licenses issued by the Department of Petroleum Resources for the purpose of the plaintiff lifting and exporting crude and other hydrocarbons flowing out of the Otakikpo Marginal Oil Field (OML 11) from incorporation till date.

” All agreements with third parties, including Schlumberger for the development of the Otakikpo Marginal Oil Field (OML 11) as well as other parties who farmed into the field like Lekoil, BSG e.t.c from incorporation of the plaintiff till date.

“The plaintiff’s invoice and receipt of payment of its shares by Professor Anthony Adegbulugbe, Miss. Nnenaya Anya, Dr. Lyberty Udochu, Grand Energy Limited, Mr. Adebayo Babalola, Mrs. Busayo Bisari-Akinadeju., Mr. Elijah Adepoju, Miss Blessing I. Olorunfemi and Mr. Dotun Oluwakayode.

” Professor Anthony Adegbulugbe, Miss. Nnenaya Anya. Dr. Lyberty Udochu, Grand Energy Limited. Mr. Adebayo Babalola, Mrs. Busayo Bisari-Akinadeju, Mr. Elijah Adepoju, Miss Blessing J. Olorunfemi and Mr. Dotun Oluwakayode’s payment cheque or other evidence of payment for the shares of the plaintiff.

“The plaintiff’s duplicates of its issued share transfer certificates to Professor Anthony Adegbulugbe, Miss. Nnenaya Anya, Dr. Lyberty Udochu. Grand Energy Limited, Mr. Adebayo Babalola, Mrs. Busayo Bisari-Akinadeju, Mr. Elijah Adepoju, Miss Blessing I. Olorunfemi and Mr. Dotun Oluwakayode.

“All minutes of meeting between the plaintiff and Shell Producing and Development Company.

“All minutes of meetings between the plaintiff and the Department of Petroleum Resources .

“All due diligence report conducted by Shell Petroleum and Development Company conducted and Professor Anthony Adegbulugbe, Miss. Nnenaya Anya, Dr. Lyberty Udochu, Grand Energy Limited, Mr. Adebayo Babalola, Mrs. Busayo Bisari-Akinadeju, Mr. Elijah Adepoju, Miss Blessing 1. Olorunfemi and Mr. Dotun Oluwakayode.

“All due diligence report conducted by the Department of Petroleum Resources conducted and Professor Anthony Adegbulugbe, Miss. Nnenaya Anya, Dr. Lyberty Udochu, Grand Energy Limited, Mr. Adebayo Babalola, Mrs. Busayo Bisari-Akinadeju, Mr. Elijah Adepoju, Miss Blessing I. Olorunfemi and Mr, Dotun Oluwakayode.

“All the plaintiff’s tax returns for petroleum profits tax submitted to the Federal Inland Revenue Service.

“All evidence of payment of 2% education tax to the Federal Government.

“All evidence of payments and tax returns for the payment of value added tax to the Federal Inland Revenue Service.

“All evidence and remittance of withholding tax to the Federal Inland Revenue Service.

“All email correspondence between the plaintiff and all its service providers.

“All email correspondence between the plaintiff and its shareholders.

“All notices of meetings, including notices for Annual General Meetings, Extra Ordinary Meetings, Management meetings.

“All minutes of meetings, including minutes of Annual General Meetings, Extra Ordinary Meetings, and Management Meetings.

“All minutes of meetings, including minutes of Annual General Meetings, Extra Ordinary Meetings, and management Meetings of the 1st respondent including the extra general meeting held on the 16th of May, 2014 and that of the 17th of September, 2015.

“All filed annual returns at the Corporate Affairs Commission particularly the returns filed in 2014 till date.

“The plaintiff’s register of all its members and shareholders.

“All Board resolutions of the plaintiff including resolutions for the increase of the plaintiff’s share capital from incorporation till date.

“All agreements, contracts and including MoUs agreed to by the plaintiff with third parties with regard to Project Horizon.”

NAN reports that Alibe and Olojede had in a motion on notice marked FHC/ABJ/PET/20/2020 filed by their former counsel, Alade Agbabiaka, SAN, listed the company and Adegbulugbe as first and second respondents, respectively.

The plaintiffs had in the suit, which was commenced via a petition, accused Adegbulugbe of a series of corporate misdemeanors, including unilateral usurpation of executive responsibilities, contrary to the provisions of the Companies and Allied Matters Act (CAMA), 2020 and the company’s Articles.

They claimed that they were unlawfully removed by the chairman (Adegbulugbe) of the company they jointly nurtured to fruition.

The applicants averred that such decision was contrary to the provisions of CAMA 2020 and the organisation’s Article of Association.

Responding, Adegbulugbe also filed a separate suit against the two directors before the court.

Although the matter was formerly before Justice Ijeoma Ojukwu, the case was, however, reassigned to Olajuwon, following the transfer of Ojukwu to the Calabar division of the court recently.

When the matter came up before Olajuwon on Nov. 2, 2021, the parties indicated interest to settle the dispute out of court, prompting the judge to fix Feb. 2 for report on the out-of-court settlement or for continuation of the matter.

However, at Wednesday’s hearing, the new counsel to the two directors, Uwa, told the court that he had just taken over the matter from Agbabiaka and would need more time to study the brief.

The application was not opposed by Benbella Anachebe, SAN, who was the counsel to the plaintiff (company).

The case was then adjourned to March 10. (NAN)

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