Court Stops IGI from Holding Annual General Meeting

Wale Igbintade

Justice Akintayo Aluko of the Federal High Court sitting in Lagos has granted an ex-parte motion stopping the proposed Annual General Meeting (AGM) of the Industrial and General Insurance Company Plc (IGI) that had been scheduled for January 22, 2024.

The court granted the motion against the company and 10 others until the Motion for Interlocutory Injunction is heard and determined.

Justice Aluko granted the ex-parte application upon perusing the affidavit in support of the motion deposed to by Rotimi Fashola, an Insurance Broker with the written address and exhibits attached, and also, the submissions of the lead counsel for the Petitioners, Prof. Oludayo Amokaye, who moved in terms and prayed the court to grant the reliefs.

The petitioners in the suit marked FHC/L/CP/2340/2023 are Special Event Limited, Rotimi Fashola; Oluwarotimi Edu; Toyin Fakunle; Alex Osula; Obayomi Lawal; Bashorun Oladipo Adegbite (Executor of the estate of Late Alhaji Abdullateef Oladimeji Adegbite); Olusina Elushakin; Bandele Olabode Vincent; (Executor of the Estate of late Ola Vincent); Trustees Of Ola Vincent Foundation; Taiwo Subuola Bali (Executor of the estate of late Edith Adenike Vincent); Jaiyeola Olatokunbo Vincent; Taiwo Subuola Bali; Kehinde Olatunji Vincent; Bandele Olabode Vincent and June Fatima Vincent.

The respondents were: IGI Plc, Mr. Akinlolu Akinyele; Mr. Augustine Olorunsola; Mr. Kanayo Chucks Okoye; Mr. Gafar Kayode Animashaun; Ambassador Nuhu Bamali; High Chief Oriyomi Ayeola; Mallam Sadiq Isa-kaita; Mr. Kabir Ayinde-Tukur; Mrs. Olubukola Olufunke Akomolafe and Coopvest Limited.

The petitioners through their team of lawyers led by Amokaye had pursuant to Section 124 of the Companies and Allied Matters Act 2020, Laws of the Nigeria 2020 and Rules 15 and 18 of the Companies Proceedings Rules 2004, filed a petition on the 16th of November, 2023, and had put the 1st Respondent on notice.

However, in an apparent attempt to overreach the Petitioners, the 1st Respondent, IGI had advertised its AGM for the 22nd of January, 2024, sequel to which the petitioners and their Counsel approached the Court vide a Motion for Injunction.

The Court after listening to the plight of the petitioners agreed with them that the holding of the AGM would make the substantive petition an academic exercise and foist a fait accompli on the Court since the very acts sought to be ratified at the AGM are the subject of the Petition.

The Court therefore granted an Interim Injunction restraining IGI from holding its proposed AGM until the hearing and determination of the Motion on Notice.

In the Ex-parte motion, the petitioners prayed the court an order of Interim Injunction restraining the first respondent (IGI) by itself, her privies, agents and legal representatives from holding its Annual General Meeting for the 22nd of January 2024 or any other time, until the final determination of the motion on notice or the petition as the court may deem fit to make in the circumstances.

They also prayed the court for an order permitting them to serve the motion on notice along with the Court orders on the first respondent (IGI) and other respondents. And any other order or orders the court may deem fit to make in the circumstances.

In his ruling, Justice Aluko held, “That an Order of Interim Injunction restraining the 1st Respondent by itself, her privies, agents and legal representatives from holding the 1st Respondent’s Annual General Meeting scheduled for the 22 of January 2024 or any other time until the final determination of the Motion on Notice is hereby granted.

“That an Order permitting the applicants to serve the Motion on Notice along with the Certified True Copy of the Order of the Honourable Court on the 1st Respondent and other Respondents is hereby granted.

“That the applicants shall file an undertaking as to damages to indemnify the respondents in the event that this order ought not to have been made.”

The petitioners, who are existing shareholders of IGI are protesting the alleged acquisition of 40.7 shares of IGI without adherence to proper procedure including the non-observance of pre-emptive rights of existing shareholders.

The aggrieved shareholders also alleged that there was no proper follow-up of regulatory clearances and lack of clear evidence that funds that match the acquisition were injected.

They stated that the alleged illegal acquisition were done without an AGM clearance by the members of the company.

The case has been adjourned to January 16, 2024 for hearing of Motion on Notice.