Shareholder Drags Seplat To Court Over Alleged failure To Hold AGM
One of the shareholders of Seplat Energy Plc, Hyginus Nnaemeka Nnubia has dragged the company before a Lagos Federal High Court over its alleged refusal to hold 2023 Annual General Meeting (AGM).
Nnubia, a legal practitioner in his originating summons in suit numbered FHC/L/CS/484/2023, is praying the court for an order mandating the defendant to hold its 2023 Annual General Meeting in May 2023, or any other time within the time permitted by the Companies and Allied Matters Act, 20720.
Besides, he is asking the court to mandate the Company’s officers to render account at the defendant’s Annual General Meeting by presenting the audited financial statements, and declare dividend to the shareholders where the profits permit.
The Applicant also sought the following reliefs “whether upon a consideration of section 237 (1) of the Companies and Allied Matters Act, 2020 the defendant is not statutorily obligated to hold its Annual General Meeting each year, in addition to any other meeting?
“Whether upon a consideration of section 238 of the Companies and Allied Matters Act, 2020, the Defendant’s officers are not statutorily obligated to render their stewardship account at the Defendant’s Annual General Meeting by presenting the Defendant’s financial statements to its shareholders, and declare dividend to the shareholders where the profits permit?
“Whether the Court does not have the inherent powers to restrain any person or persons from interfering or further interfering with the operations and effective management of affairs of the Defendant, including but not limited to the holding an Annual General Meeting and presentation of the audited financial statements to the shareholders.”
Barrister Nnubia stated that if the followings above are resolved in his favour, he asked the court to declare that the defendant (Seplat Energy) is statutorily obligated to hold is Annual General Meeting each year in addition to any other meeting.
“An order restraining any person or persons (including but not limited to present or former Director(s), Shareholders(s), and Employee(s) of the from interfering or except such intervention as may be determined or made during the Annual General of the Defendant.
“An order of the Court directing the Defendant to pay the Cost of this action to the tune of N10, 000,000, (Ten Milton Naira Only).
The lawyer and shareholder in an affidavit in support of the suit, stated that as a fact that the defendant is statutorily required to hold an Annual general meeting on a yearly basis, where different businesses are conducted, inclusive of the consideration of the audited Financial Statements of the company as well as declaration of dividends, amongst others.
He stated that it is the characteristic for the defendant to hold its Annual General Meetings by May of every year (even during the COVID years – 2020), to ensure Compliance with statue, and I know for a fact that by March of every year, the proposed date for the company’s Annual General Meeting is usually set and notices thereafter promptly issued,
He stated that the 6th, 7th, 8th and 9th Annual General meetings for the years 2019, 2020, 2021 and 2022 were held on May 16, 2019, May 28, 2020, May 20, 2071, and May 18, 2022, respectively. Adding that there has been no communication of a proposed date or any consultation whatsoever pertaining to the Annual General Meeting for the year 2023. And that out of concern and in search of necessary clarifications, he wrote a letter dated March 1, 2023, to the defendant requesting that as a shareholder, he be assured that the company will hold is Annual General Meeting this year, and when due However, the defendant ignored my request for confirmation of this crucial fact and continues to conduct operations, as though it is business as usual.
He stated that he had serious apprehension that the officers of the defendant have no interest of holding the Annual General Meeting of the Defendant in May 2023, of at any point in time, and verily believe that this is cause for serious concern. Adding that that the holding of an Annual General Meeting is a matter of statutory compliance for companies in Nigeria and as such grave issue which could attract stiff regulatory sanctions and penalties, and ultimately impaired my pecuniary interest in the defendant.
Furthermore, the lawyer states that failure and or refusal of the defendant to hold an Annual General Meeting portends to significantly affect investors’ confidence in the defendant and may tend to loss of business and investment in the defendant, to my determent as a shareholder.
He stated further that non-holding of the Annual General Meeting of the Defendant will diminish and greatly impact his investments as a shareholder in the defendant and constitute a serious threat to my economic wellbeing. And that non-holding of the Annual General Meeting will prevent the transparent and appropriate running of the Defendant.
He stated that some persons or group of persons including but not limited to present or former Director(s), Shareholder(s), and Employee(s) of the Defendant acting jointly or individually, are making plans to unjustly interfere with the management and affairs of the defendant, and unless a restraining order is made by the court as sought in the Originating Summons, any persons or group of persons may unjustly interfere or continue interfere with the affairs and management of the Defendant.
He also stated that he is verily believe that there is no cogent reason whatsoever which justifies the suspected plan of the Defendant not to hold ks Annual General Meeting and verily believe that unless this Court directs the defendant to comply with its statutory obligation, grave injustice will be occasioned to him and other shareholders of the defendant.
However, Seplat Energy Plc in its counter-affidavit deposed to by Augustina Samuel Otu, a litigation Secretary in the Law Firm of M. I. Diko Associates, stated that pursuant to Section 237 of the Companies and allied matters Act, 2020, the defendant has 15 months between the date of the last Annual General Meeting and the next Annual General Meeting to issue notices and to convene same in a good and workman-like manner in accordance with good industry practice. Adding that between the date of the last Annual General Meeting being April 21, 2022 evidenced by an exhibit attached and marked as Exhibit E in the plaintiff’s affidavit in support of the originating summons and the date of the filing of this instant suit (i.e. March 21, 2023), the defendant have about 3 more months within which to issue 21 days notices to its members for the calling of an Annual General Meeting as permitted by law.
She further stated that the plaintiff has not shown that the seeming delay response to an inquiry for confirmation of meeting amount to the defendant’s failure to call or conduct its Annual General Meeting within the next three (3) months in the manner prescribed by Sections 237 and 238 of the Companies and Allied Matters Act, 2020.
She stated further that she was informed by Mrs. Edith Onwuchekwa, the Company Secretary of the defendant via telephone on the same March 25, 2023, at about 1.00 p.m. and “I verily believe her that following the receipt of the plaintiff Letter of Inquiry referenced above, the defendant is making all necessary arrangement with a view to calling for the 2023 annual general meeting and the issuance of necessary notices in respect thereof”.
She stated further that the depositions of the Plaintiff in paragraphs 1 to 17 of the Affidavit in support of the Originating Summons, lends credence to the defendant’s position that the defendant had consistently complied wth Sections 237 and 238 with regards to the call or convening of Annual General Meeting and this year’s Annual General Meeting, unless there is any external negative interference, shall not be an exception to the established norm exhibited by the Defendant over the past four (4) years.
The deponent stated further that the plaintiff has not shown the existence of any reason or fact for the defendant not to call or convene an Annual General Meeting and as the date of this counter affidavit, the Defendant has not evinced any intention not to hold its 2023 Annual General Meeting.
Meanwhile, Justice Chukwuejekwu Aneke, has fixed May 5, for Judgment
