Justice Akintayo Aluko of a Federal High Court in Lagos will on June 8 commence the hearing of a winding-up petition against an insurance firm, IGI Insurance Plc, over alleged illegality in its management by its Board of Directors.
The judge fixed the date after the petitioners’ lawyer, Olayinka Aileru, informed him of the service of the petitition on the respondents. The lawyer told the court that rather than filing their responses to the petition, all the respondents chose to file a preliminary objection, which he claimed was not competent.
He further told the court that the winding-up petition was premised on the failure of the management of the insurance firm to hold an Annual General Meeting (AGM), coupled with allegations that the company’s assets are been dissipated. Aileru later sought for a date to hear the petition, saying none of the respondent was in court despite being served with the hearing notice.
After listening to the lawyer’s submissions, Justice Aluko fixed June 8, 2022 as the date to hear the petition. He also ordered that hearing notice be issued and served on all the respondents.
The petitioners in the suit marked FHC/L/CP/1699/2021 are: Signet Ring Realty & Investment Limited; Yinka Adedeji; Adefunke Adesola; Olayinka Olajuwon; Abiodun A. Akinjayeju; Olusegun Adekunle Wright; Igbekele Akinjayeju and Anthony Osae-Brown.
However, IGI Insurance Plc; Yayale Ahmed, a former Secretary to the Government of the Federation (SGF); Rachel Voke Emenike, IGI Insurance Managing Director; Prof Oladapo Afolabi; Messrs Augustine Olorunsola; Kanayo Chuks Okoye; Gafar Kayode Animashaun and Abiodun Ajifolawe, were joined as co-respondents in the suit. In the suit, the petitioners are accusing Ahmed and other respondents of perpetuating illegality in the management of the affairs of IGI Plc.
The petitioners said they had earlier asked the company’s Board to call an Extra-Ordinary General Meeting (EOGM) to intimate the shareholders of issues in the company. Owing to the failure of the board to act, they claimed to have also write the industry regulator, the National Insurance Commission (NAICOM) and the Securities and Exchange Commission(SEC), seeking their intervention in the affairs of IGI Plc.
They also accused the respondents of failure or negligent to abide by the law to hold the company statutory annual general meeting for over five years, but embarking on “unrestrained asset stripping” by selling and transferring the company fixed assets without the approval of shareholders.
The respondents were also jointly accused of running the affairs of IGI Plc illegally in contravention of the provisions of the Companies and Allied Matters Act (CAMA) 2020. The petitioners were consequently seeking a court’s declaration that the affairs of the first respondent (IGI Plc) have been and is being conducted in a manner that is unfairly prejudicial and oppressive to their interests.
They also asked the court to declare the management of the affairs of the company by the respondents illegal for their failure to convene the statutory Annual General Meeting of the company, failure to declare and publish annual audited financial reports of the company and failure to give statutory reports of directors and auditors to members of the company.
The petitioners also prayed the court for “an order setting aside any or all acts of the 2nd to 8th respondents in purported exercise of the powers of such office and or respective offices without the approval and consent of the first respondent’s shareholders at the Annual General Meeting as recommended by statute and Memorandum and Articles of Association of the first respondent”.
They also urged to grant an order “that the respondents shall forthwith cause to convene an Annual General Meeting of the first respondent for the statutory business of the first respondent at a general meeting in compliance with Section 237 of the Companies and Allied Matters Act, extant laws and the first respondent’s Memorandum and Articles of Association.
The petitioners further asked the court to order the respondents to forthwith “cause the preparation and rendition of a true and accurate financial statement of the affairs of IGI Insurance Plc, for the years 2015, 2016, 2017, 2018, 2019 and 2020, such account to include, but not limited to accounts of all dealings in the fixed assets of the first respondent and earnings, disbursements from and interests in the proceeds of such dealings.
The petitioners further prayed the court to grant an order of injunction restraining the respondents, their agents and privies from further acts of negotiations, sale or utilisation of the company’s assets, pending when the respondents render proper accounts on the assets sales of the company at the properly convened AGM.
The petitioners in a 21-paragraph statement on oath deposed to by one, Abiodun Anthony Akinjayeju, submitted that the actions of the respondents ran foul of the extant provisions of the law.
The deponent stated that the respondents have “failed, refused and /or neglected to convene statutory Annual General Meeting (AGM) of the 1st respondent, in flagrant disregard of Section 237 of CAMA and that the last AGM of the company was held in 2016.
Akinjayeju further deposed that the respondents failed or refused to render annual audited account/reports of the company to company members as well as embarking “on an unrestrained assetstripping exercise by their continued underhand sales and transfers of ownership of the 1st respondent’s fixed assets, without prior approval of shareholders’ authorising same.
He listed the company’s assets sold without authorisation from shareholders to include; landed property in Ikoyi, Victoria Island, Lagos, Bodija, Ibadan in Oyo State and Kacyru Kigali, in Rwanda
He noted that several letters have been written to challenge the alleged illegalities of the respondents, but nothing positive was done to the complaints. He submitted that all these actions have affected the fortune of the company and it has led to the company’s expulsion from the Nigerian Insurers Association (NIA), which invariably has affected their Investments in the company.
The petitioners stated that the affairs of the company are being conducted in a manner oppressive to them and therefore urged the court to grant their prayers. (New Telegraph)
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