Court Halts IGI’s Annual General Meeting
Justice Akintayo Aluko, of a Lagos Federal High Court, has granted an ex-parte motion stopping the proposed Annual General Meeting (AGM) of Industrial And General Insurance Company Plc that is scheduled for January 22, 2024.
The trial Judge granted the motion against the company and 10 others, until the Interlocutory Injunction Motion is heard and determined.
The ex-parte motion was granted after the affidavit in support of the motion deposed to by Rotimi Fashola, an Insurance Broker with the written address and exhibits attached, and argued on by Professor Oludayo Amokaye, SAN, lead counsel for the Petitioners.
The Petitioners in the suit numbered 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 are 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 Professor Oludayo Amokaye, SAN, had filed the according to Section 142 of Companies And Allied Matters Act 2020, Laws of the Federation 2020, and Rules 15 and 18 of the Companies Proceedings Rules 2004, filed a petition on November 16, 2023, and put the 1st Respondent on notice.
However, in an apparent attempt to overreach the Petitioners, the 1st Respondent, Industrial and General Insurance Plc 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.
Justice Aluko therefore, granted an Interim Injunction restraining Industrial and General Insurance Co. Plc from holding its proposed AGM, pending the hearing and determination of the Motion on Notice.
In the ex-parte motion, the Petitioners prayed the court for an order of Interim Injunction restraining the 1st Respondent (IGI) by itself, her privies, agents, and legal representatives from holding its Annual General Meeting on 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 to the court for an order permitting them to serve the motion on notice along with the Court orders on the 1st Respondent (IGI) and other Respondents. And, any other order or orders the court may deem fit to make in the circumstances.
Justice Akintayo Aluko noted that the Court has considered it deserving, granted the prayers sought, and ordered, “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 22nd 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.”
Justice Akintayo Aluko thereafter, adjourned to January 16, 2024, for argument on the Motion on Notice for Interlocutory Injunction, and directed that the parties be put on notice of the said motion on notice.
The Petitioners, who are existing shareholders of IGI, are protesting the acquisition of 40.7 shares of IGI without adherence to proper procedure, including the non-observance of pre-emptive rights of existing shareholders, no proper follow-up of regulatory clearances, and lack of clear evidence that funds that match the acquisition were injected. All their steps following the illegal acquisition, were done without an AGM clearance by the company's members.