Justice A. Abdul Kafarati delivered the verdict on December 21. A certified true copy of it was obtained yesterday. The judgment follows an April 24, 2015 originating summons filed by three shareholders – Prof. Isaac Adalemo, Kes Connestone International Ltd and Mr. Braimoh Ademuyewo Adesina. They sued Ikeja Hotels, IHL Services, Ibru, Corporate Affairs Commission (CAC), Security and Exchange Commission (SEC), Mr. Rasheed Olaoluwa, Mr. Olumide Braithwaite, Mr. Tunde Sarumi, inspector general of Police and Diamond Bank plc. They sought nine reliefs: a declaration that issuance, service of Notice of Meeting personally or by post on every shareholder is a condition precedent to a valid annual or EGM of a company; a declaration that the plaintiffs being shareholders of Ikeja Hotels are entitled to receive notice of every annual, extraordinary or general meeting; and a declaration that the meeting of January 6, 2015 held without service of notice of the meeting on them is null and void. They prayed the court for an order setting aside all resolutions, steps and decisions taken at the purported EGM, as well as an order setting aside the hotel’s Form CAC 7 of January 7, 2015, the purported Board resolution of January 9, 2015 and such further resolutions and actions purportedly taken at the January 6 meeting. Justice Kafarati held: “I have considered all the processes filed by the parties in this case and from the said processes the issue for determination are: whether a meeting of a public company held in contravention of the provisions of sec. 218 (3) 218(1), 220(1) and 221 of the Companies and Allied Matters Act is unlawful, null and void and without any legal consequence, and whether advertising of notice of meetings in national dailies without service of personal notice suffices as notice to members of a public company under the companies and allied Matters Act, and whether a meeting help pursuant to such advertised notice and resolutions made at such meeting is unlawful, null and void and of no legal consequence…I find merit in the plaintiffs’ originating summons and, therefore, all the reliefs are granted.”]]>
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