22nd December, 2011
Four limited liability companies, Relias International Nigeria Limited, Rock Edge Estate and Property Development Company Limited, Saâ€™ah Holding Limited and Lotalan Nigeria Limited, have renewed their legal battle against the former chairman of Bureau Veritas Nigeria Limited, Chief Alex Oyekunle Duduyemi, urging a Federal High Court in Lagos to declare that he was validly removed from office by the shareholders as director and chairman of the Board of Directors of the company.
In an affidavit in support of the originating summons sworn to by one of the employees of Relias International Company, Alhaji Hayatu Inuwa and filed before the court by Mr. R.A. Sadiq of S.I. Amehâ€™s firm of legal practitioners, the deponent averred that the plaintiffâ€™s company constituted about 26.25 per cent of the total share holding of Bureau Veritas Nigeria Limited and by Articles of Association of the company, the Nigerian shareholders shall be entitled to appoint 40 per cent of the directors of the company including the chairman, while the foreign shareholders are empowered to appoint the remaining 60 per cent of the directors including the managing director.
However, the dispute between the parties in this current legal hostility arose sometimes in 2005, when it was discovered by members of Bureau Veritas that the affairs of the company was not properly managed as a result of which calls were made for the production of statement of accounts of the company for the year 2001 to 2005.
It was also discovered that within this period, a foreign bank accounts had been opened and operated on behalf of the company for years without the knowledge of the shareholders and members of Bureau Veritas Company. The authorisation the board of directors of the company was not obtained before the said foreign account was opened and no disclosure was made as to its modus operandi or the actual amount being transacted with the said account.
In response to the agitation of the shareholders, a purported statement of account was prepared and presented to them but was discovered to contain series of inconsistencies and distortions. Consequently, members demanded for full details of the accounts to be in euro and US dollars and with numbers 300040132-800106852340 and 300401280001-400992941.
Being confronted with this fact, an accounting firm, Ernest and Young confirmed the existence of the said foreign accounts. However, the deliberate suppression of facts by the management of Bureau Veritas Nigeria Limited in the 2005 statement of accounts resulted in the none approval of its by members at the annual general meeting till date.
Moves made by the plaintiff companies who are shareholders and members of Bureau Veritas Nigeria Limited for the management of the company to provide information on how the affairs of the company were run between 2001 and 2005, particularly by the production of the statement of accounts for these years in a bid to right the wrong done to the company, proved abortive.
In order to check the activities of the defendants, bona fide members and holders of a quota of the companyâ€™s share holding took a dramatic turn to redress the wrong done against it by exercising the powers conferred on them by the Articles of Association of the company.
To this effect, the plaintiff companies passed a resolution on 16 July, 2008 and removed Chief Alex Oyekunle Duduyemi as a director and chairman, Board of Directors of the company, while Ambassador Hassan Adamu was appointed as the new chairman to fill the vacancy created by the removal of Duduyemi.
However, despite the passing of the resolution, the management of Bureau Veritas has continued to recognise him thereby neglecting the plaintiffsâ€™ instruction as contained in the notice of removal.
Consequently, Alhaji Inuwa averred that the court, in the circumstances deposed to, has the power to declare that the original foreign statement of accounts maintained at BNP Paris for the period between 2001 and 2005 be produced for clarification in order to undo the wrong perpetrated against the company.
In view of this, the plaintiffs are now urging the court not only to declare that Chief Alex Duduyemi is validly removed by a majority of the shareholders of Bureau Veritas company, but also declare that Ambassador Hassan Adamu is validly appointed by the majority of the shareholders as well as an order that the management of the company should produce the original statement of accounts maintained at BNP Paris.