Shareholders sue IGI, management over alleged infractions, asset stripping

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Some shareholders of the Industrial and General Insurance (IGI) have dragged the firm and its management before the Federal High Court, Lagos for allegedly perpetrating illegality in the management of the company’s affairs.

Apart from IGI, other respondents in the petition are its managing director, Mrs Rachel Voke Emenike; Alhaji Yayale Ahmed; Prof Oladapo Afolabi; Messrs Augustine Olorunsola, Kanayo Chuks Okoye, Gafar Kayode Animashaun and Abiodun Ajifolawe.

The petitioners are Signet Ring Realty & Investment Limited; Dr Yinka Adedeji; Adefunke Adesola; Olayinka Olajuwon; Abiodun A. Akinjayeju; Olusegun Adekunle Wright; Igbekele Akinjayeju and Anthony Osae-Brown.

The petitioners, in the suit marked FHC/L/CP/1699/2021, are accusing them of failing or neglecting to abide by the law, which requires them to hold the statutory yearly general meeting for over five years, but embarked on “unrestrained asset stripping” by selling and transferring the company fixed assets without the approval of the shareholders.

They were jointly accused of running the affairs of IGI illegally in contravention of the provisions of the Companies and Allied Matters Act (CAMA) 2000.

The petitioners are praying the court for a declaration that the affair of the 1st respondent (IGI) has been and is being conducted in a manner that is unfairly prejudicial and oppressive to the interest of the petitioners.

They are also asking the court to declare the management of the affairs of the company illegal for failure to publish a yearly audited financial report of the company and to give a statutory report of directors and auditors to the members of the company.

Subsequently, the petitioners are praying the court for “an order setting aside any or all acts of the 2nd-8th respondents in purported exercise of the powers of such office and or respective offices without the approval and consent of the shareholders at the yearly general meeting as recommended by statute and Memorandum and Articles of Association of the 1st respondent.”

The court was also urged to grant an order mandating them to convene the general meeting of the 1st respondent in compliance with section 237 of the CAMA, extant laws and the firm’s Memorandum and Articles of Association.

The petitioners further prayed the court to grant an order of injunction restraining the respondents, their agents and privies from further acts of negotiations, sale or utilisation of the company’s assets, pending when the respondents render proper accounts on the assets sales of the company at the properly convened AGM.

In a 21-paragraph statement on oath deposed to by one of the petitioners, Abiodun Anthony Akinjayeju, he averred that the actions of the respondents ran foul of the extant provisions of the law.

He stated that the respondents have “failed, refused and /or neglected to convene a statutory yearly general meeting of the 1st respondent, in flagrant disregard of S. 237 of CAMA” and that the last meeting of the company was held in 2016.

He swore that the company’s assets sold include landed properties in Ikoyi, Victoria Island, Lagos, Bodija, Ibadan in Oyo State and Kacyru Kigali, in Rwanda without authorisation from shareholders.

He submitted that all these actions have affected the fortune of the company and have led to the company’s expulsion from the Nigerian Insurers Association, which invariably has affected their investments in the company.

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