Justice Kehinde Ogundare of a Federal High Court, sitting in Lagos, has ordered immediate freezing of Bastanchury Power Solutions Accounts in all commercial banks in Nigeria.
The court also ordered compulsory Annual General Meeting (AGM) of Bastanchury Power Solutions Nigeria Limited, in compliance with the Provisions of the Company and Allied Matters Act, 2020 (As Amended) within days of the judgment.
Justice Ogundare ordered that the AGM must be held within 14 days, from the date the Order of Court is made.
Apart from compelling the company to make the compulsory AGM and audit the first and second defendants’ accounts, the judge also made an order compelling the Deputy Chief Registrar (DCR) of the court to appoint an external and independent auditor to audit the company’s accounting books and the operations of its funds manager, African Plus Partners Nigeria Limited, Defendants on the Defendant has unilaterally misappropriated and utilised the funds of the 1st Defendant, towards its funds to wit: Africa Infra Plus Fund (AIPF) to the exclusion of the 1st Plaintiff who is a substantial Shareholder in the 1st Defendant and the 2nd & 3rd Plaintiffs who remain Directors of the 1st Defendant as at the time of filing this suit.
The judge further made an order of Injunction restraining the defendants, their agents, privies, representatives or the like from unilaterally dealing with the assets, shares, funds or any of the first defendant’s assets, shares, funds or in any manner whatsoever with all commercial banks on any accounts whatsoever maintained by the Bastanchury Power Solutions Nigeria Limited, with the said commercial banks until the final audit report on the accounting books and operations of the company is presented to the Deputy Chief Registrar of this Court.
“An order of Injunction restraining the defendants from selling, charging, mortgaging or otherwise encumbering in any way any of the assets, shares, funds or any of the Bastanchury Power Solutions Nigeria Limited’s assets, on behalf of the Bastanchury Power Solutions Nigeria Limited Company, all the assets which includes landed properties belonging to the Company, until the final audit report of the accounting books and operations of the Bastanchury Power Solutions Nigeria Limited is submitted to the Deputy Chief Registrar of this Honourable Court.
“An order of this Honourable Court compelling the 3rd and 4th defendants to disclose before this Honourable Court all the funds belonging to the 1st and 2nd Defendants in their custody and/or funds pertaining to the 1 st and 2nd Defendants for the purpose of determining the funds due to the Plaintiffs in this suit.”
The above orders were made by Justice Ogundare on July 22, 2024, while delivering judgment in a suit marked FHC/L/CS/319/2023, filed by the plaintiffs; Fenchurch Energy Nigeria Limited, Mr. Funsho Adeyemi and Mr. Femi Bakare through their lawyer, Adedoyin Adetunji-Adeniyi of AAA Chambers, against the power solution firm, Bastanchury Power Solutions Nigeria Limited, FBNQUEST Trustees Limited and Stanbic-Ibtc Trustees Limited, a Trustees of Africa Infra Plus Funds, listed as first to third defendants.
The plaintiffs have approached the court by an originating Summons pursuant to Rule 2 (1) of the Companies Proceedings Rules and Sections 344 of the Companies and Allied Matters Act, 2020 (as amended), and asked the court for the determination of the following questions: “whether the second defendant, who did not register its shareholdings with the Corporate Affairs Commission but hijacked the Board of the first defendant, can unilaterally manage the affairs of the first defendant’s Company and make incidental and crucial decisions without due regards to provisions of the Company and Allied Matters Act, 2020?
“Whether the Honourable Court is imbued with jurisdictional powers to intervene and oversee the Management of the 1st defendant Company where the 2nd defendant has excluded the Plaintiffs, who are shareholders and Directors in the management of the 1st Defendant?
“Whether the Honourable Court can compel the 1st and 2nd defendants to jointly appoint forensic auditors, to probe, audit and give a detailed report of the financial activities of the 1st and 2nd Defendants and prepare audited annual financial report?
“Whether the Honourable Court can compel the 3rd and 4th defendants to disclose before this Honourable Court all the 1st and 2nd defendants’ funds in their custody and/or funds pertaining to the 1st and 2nd defendants for the purpose of determining the funds due to the plaintiffs in this suit.
“Whether the Honourable Court can Order the Plaintiffs to convene its Annual General Meeting in line with the Provision of the Company and Allied Matters Act, 2020 {As Amended}.”
The Plaintiffs stated that upon the determination of the above in its favour, asked the court for the following orders: “an order of the Honourable Court ordering a compulsory Annual General Meeting and Board Meeting to be held by the members and Directors of the 1st Defendant Company; Bastanchury Power Solutions Nigeria Limited in compliance with the Provisions of the Company and Allied Matters Act, 2020 {As Amended} not more than 7 days from the date the Order of Court is made.
“An order of the Honourable Court appointing external and independent auditor to audit the accounting books and operations of the 1st and 2nd defendants on the ground that the 2nd Defendant has unilaterally misappropriated and utilized the funds of the 1st Defendant, towards its funds to wit; Africa Infra Plus Fund {AIPF} to the exclusion of the 1st Plaintiff, who is a substantial Shareholder in the 1st defendant and the 2nd and 3rd Plaintiffs who remain Directors of the 1st defendant as at the time of filing this suit.
(Daily Independent)
READ Also:AfDB pledges $490m investment for African Youths in agri-business
