Patrick Ajudua, a shareholder of Oando, on Tuesday, won a suit he filed at the High Court of the Federal Capital Territory, Abuja, against the Securities and Exchange Commission (SEC).
The disgruntled shareholder had filed that the directive of the SEC suspending Oando’s Annual General Meeting (AGM) is in breach of his right to freedom of association as guaranteed under Section 40 of the Nigerian Constitution and Articles 9, 10 & 11 of the African Charter on Human and Peoples Rights.
In the hearing presided by Honorable Justice O. A Musa, all cases filed were granted in Ajudua’s favour.
Justice Musa ordered that Patrick as a member and shareholder of Oando has a right and freedom of association and assembly with other shareholders and rights to receive information at the AGM and declared the May 31, 2019 letter of SEC to Oando sanctioning its management, as unconstitutional, null and void and violation of Ajudua’s fundamental right to fair hearing and his human right to receive information on the affairs of Oando and his interest and shares in Oando;
He gave an order setting aside the directive of SEC suspending/postponing indefinitely the AGM of Oando in violation, breach and contravention of Ajudua’s right and freedom of association and assembly with other shareholders and right to information from other shareholders and Oando PLC.
An order restraining SEC and Oando from interfering with, disrupting and or interfering with the Engr. Patrick’s constitutional right of association, assembly and right to receive information from other shareholders and members of Oando PLC at the postponed 2019 AGM; an order of injunction restraining SEC from acting and /or taking any steps pursuant to its letter of 31st May 2019 or interfering in any manner whatsoever with Directors lawfully appointed by the Shareholder was also given by Justice Musa.
Justice Musa further gave an order directing Oando to convene and hold AGM of Oando plc within 90 days of the order of the Court in compliance with the provisions of CAMA.
Recall that in 2019, the SEC suspended the AGM of Oando indefinitely. AGM’s are an important platform for the protection of the shareholders of a company, furthermore, they are a legal requirement for all publicly listed companies the world over. Usually, the main agendas for an AGM include a review of a company’s affairs and financial statements, shareholder engagement with Directors of the company to review performance, the appointment of auditors, to name a few. By being listed on the Nigerian Stock Exchange (NSE), a company is by virtue owned by its shareholders, thus ultimate control and the destiny of a company should lie in the hands of said shareholders. Section 81 of the Companies & Allied Matters Act ascribes to every member of an incorporated company, who has fully paid for his or her shares, a right to attend all the shareholders’ meetings of such a company; and to speak and vote at such shareholders’ meetings.
Since the suspension of Oando’s 2019 AGM, shareholders have been kept in the dark on the company’s affairs – specifically corporate initiatives and financials. According to a statement issued by Oando PLC dated July 20, 2020, the suspension of the AGM has also resulted in the inability of the company’s Directors to lay before the shareholders for approval, the Company’s 2018 Audited Financial
Statements; inability to appoint auditors to hold office for the 2019 financial year; and the inability of the Company to meet its FYE 2019 NSE Filing of Accounts obligation due date of March 31, 2020; amongst others.
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