February 23, 2021

By Paschal IJEH InvestAdvocate

Lagos (INVESTADVOCATE)-Patrick Ajudua, an engineer and shareholder of oil marketing major, Oando Plc on Tuesday secured a judgement against the Securities and Exchange Commission (SEC) from infringing on the fundamental rights of the company’s shareholders in a suit filed at the High Court of the Federal Capital Territory (FCT) Abuja, according to a statement made available to InvestAdvocate.

Ajudua 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.

The statement says in a hearing presided over by Honorable Justice O. A Musa, all cases filed were granted in his favour, the plaintiff who has painfully endured the SEC’s infringement of his rights as a shareholder and an individual, for the past two years, was the much needed respite that the shareholders required especially at a time when many are grappling for survival following the country’s second recession in three years.

SEC Nigeria in June 2019 suspended the AGM of Oando indefinitely following an order by a Federal High Court in Lagos due to an application made by Wale Tinubu, Group chief executive officer of Oando Plc and his deputy who were suspended by SEC on May 31.

SEC says the suspension of the AGM of Oando was to allow the parties maintain status quo. “The Securities & Exchange Commission (‘the Commission’) hereby notifies the public that further to the Ex-parte Order of the Federal High Court, Ikoyi Lagos in Suit No: FHC/L/Cs/910/19 In Mr. Jubril Adewale Tinubu & Anor V Securities & Exchange Commission & Anor, the Annual General Meeting of Oando Plc (a company listed on the Nigerian and Johannesburg Stock Exchanges) scheduled to hold on Tuesday, June 11, 2019 at 10: 00am has been suspended till further notice.

Accordingly, the Commission has directed the suspension of the Annual General Meeting of Oando Plc to allow the parties maintain status quo,”the statement said.

Ajudua the aggrieved shareholder said with the suspension of the company’s AGM, SEC has denied him his right over the past two years as 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.  By being listed on the Nigerian Stock Exchange (NSE) a company is by virtue owned by her 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.

The oil marketing major had in a press statement issued on July 20,2020 said the suspension of its AGM 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. 

Presiding over the case, Honorable Justice O. A Musa, made the following declarations;

• ordered that Engr. Patrick as a member and shareholder of Oando has a right and freedom of association and assembly with other shareholders and right to receive information at the AGM; 
• declared the May 31, 2019 letter of SEC to Oando sanctioning its management, as unconstitutional, null and void and violation of Engr. Patrick’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;
• an order setting aside the directive of SEC suspending/postponing indefinitely the AGM of Oando in violation, breach and contravention of Engr. Patrick’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 Engr. Patrick and Shareholder;
• 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.

Speaking on his win, Engr. Francis Ajudua said: “A win for me is a win for all shareholders. The lingering delay in resolution of the conflict has brought untold hardship, financial difficulty and loss of capital appreciation on our investments. Therefore, we receive this judgement with humility and the pray that with all hands on deck, we can move the company forward. We plead with the regulators to give peace a chance and allow for a harmonious resolution to the conflict. The shareholder community will continue to protect our investments by ensuring a high compliance with code of corporate governance and integrity of the company’s operations in the capital market,” the statement affirmed.