Two Directors Sue Green Energy Ltd Chairman, Adegbulugbe, Over Unlawful Removal

Two directors of Green Energy International Limited have dragged
the company and its chairman, Prof. Anthony Adegbulugbe before a
Federal Hogh Court, Abuja over their unlawful removal.

The directors, Dr Bunu Alibe and Mr Ayo Olojede, in a motion on
notice numbered: FHC/ABJ/PET/20/2020 filed by their counsel, Alade
Agbabiaka (SAN) before Justice Ijeoma Ojukwu, listed the company
and Adegbulugbe as 1st and 2nd respondents respectively.

The applicants averred that such decision, removing their names
as directors of the company was contrary to the provisions of
Companies and Allied Matters Act (CAMA), 2020 and the
organisation’s Article of Association.

The duo wants the court to restrain the respondents whether by
themselves of by their servants, agents, privies or any of their
subsidiaries of how-whatever from giving effect to, taking steps or
doing any acts on the basis of the resolutions taken or arrived at
or purportedly made at the Annual General Meeting (AGM) of the
company which was held on the 12th of November, 2020, pending the
hearing and final determination of the petition filed herein.

“Order of interlocutory injunction restraining the 1st and 2nd
respondents from publishing, filing , enforcing or registering any
and or all resolutions purportedly moved or passed at the said AGM
which was held on the 12th November, 2020, at the Corporate Affairs
Commission, Abuja, or any other authority or organisation, pending
the hearing and final determination of the petition filed
herein.

“An order of injunction restraining the 1st and 2nd respondents
from denying the 1st and 2nd petitioners any or all rights,
emoluments and benefits due to them as Executive Directors and/or
directors of the 1st respondent company including but not limited
to unhindered access to the company‘s offices and sites (whether
physical or virtual network or internet), settlement of all bonuses
and financial entitlements and allowances due and or payable to
them.

“Damages and costs for legal expenses and other inconveniences
incurred or suffered by them as a result of and consequent upon the
unfair, prejudicial and oppressive conduct against them by the 1st
respondent acting through the 2nd respondent in the total amount of
N250 million.”

The applicants are also praying the court for an order of
Interlocutory Injunction restraining the respondents from
preventing and or denying them of all rights, entitlements,
privileges, benefits and or emoluments due to them from the company
as Executive Director, Technical and Executive Director,
Sustainable Development respectively pending the hearing and final
determinations of the petitions filed herein.

According to Agbabiaka, the applicants filed a petition dated
November 24, 2020, to challenge, among others, the validity of the
said AGM on the ground that a valid notice was not issued and that
all transactions carried out thereat were null and void.

The SAN said by the petition, the applicants also challenged
their removal as directors of the 1st respondent on the grounds
that Article 27 of its Articles of Association had rendered the
operation of Section 285 of CAMA, 2020 inoperative or inapplicable
to the 1st respondent by way of removal of directors of the company
at the company’s AGM.

Agbabiaka said the applicants would suffer irreparable damage if
the respondents were not restrained by the court.

Two directors of Green Energy International Limited have dragged
the company and its chairman, Prof. Anthony Adegbulugbe before a
Federal Hogh Court, Abuja over their unlawful removal.

The directors, Dr Bunu Alibe and Mr Ayo Olojede, in a motion on
notice numbered: FHC/ABJ/PET/20/2020 filed by their counsel, Alade
Agbabiaka (SAN) before Justice Ijeoma Ojukwu, listed the company
and Adegbulugbe as 1st and 2nd respondents respectively.

The applicants averred that such decision, removing their names
as directors of the company was contrary to the provisions of
Companies and Allied Matters Act (CAMA), 2020 and the
organisation’s Article of Association.

The duo wants the court to restrain the respondents whether by
themselves of by their servants, agents, privies or any of their
subsidiaries of how-whatever from giving effect to, taking steps or
doing any acts on the basis of the resolutions taken or arrived at
or purportedly made at the Annual General Meeting (AGM) of the
company which was held on the 12th of November, 2020, pending the
hearing and final determination of the petition filed herein.

“Order of interlocutory injunction restraining the 1st and 2nd
respondents from publishing, filing , enforcing or registering any
and or all resolutions purportedly moved or passed at the said AGM
which was held on the 12th November, 2020, at the Corporate Affairs
Commission, Abuja, or any other authority or organisation, pending
the hearing and final determination of the petition filed
herein.

“An order of injunction restraining the 1st and 2nd respondents
from denying the 1st and 2nd petitioners any or all rights,
emoluments and benefits due to them as Executive Directors and/or
directors of the 1st respondent company including but not limited
to unhindered access to the company‘s offices and sites (whether
physical or virtual network or internet), settlement of all bonuses
and financial entitlements and allowances due and or payable to
them.

“Damages and costs for legal expenses and other inconveniences
incurred or suffered by them as a result of and consequent upon the
unfair, prejudicial and oppressive conduct against them by the 1st
respondent acting through the 2nd respondent in the total amount of
N250 million.”

The applicants are also praying the court for an order of
Interlocutory Injunction restraining the respondents from
preventing and or denying them of all rights, entitlements,
privileges, benefits and or emoluments due to them from the company
as Executive Director, Technical and Executive Director,
Sustainable Development respectively pending the hearing and final
determinations of the petitions filed herein.

According to Agbabiaka, the applicants filed a petition dated
November 24, 2020, to challenge, among others, the validity of the
said AGM on the ground that a valid notice was not issued and that
all transactions carried out thereat were null and void.

The SAN said by the petition, the applicants also challenged
their removal as directors of the 1st respondent on the grounds
that Article 27 of its Articles of Association had rendered the
operation of Section 285 of CAMA, 2020 inoperative or inapplicable
to the 1st respondent by way of removal of directors of the company
at the company’s AGM.

Agbabiaka said the applicants would suffer irreparable damage if
the respondents were not restrained by the court.