AGM suspension: Oando’s shareholder wins court case against SEC

Engr Patrick Ajudua, a shareholder in Oando Plc (NSE: OANDO) has won a case challenging the Securities and Exchange Commission (SEC) directive to suspend Oando’s Annual General Meeting (AGM) on the ground of breach of his right to freedom of association as guaranteed under Section 40 of the Nigerian Constitution and Articles 9, 10 & 11 of the African Charter on Human and Peoples Rights in a suit filed at the High Court of FCT Vanguard reported.

Honorable Justice O.A Musa who presided over the hearing ruled all cases in favour of Engr Patrick on Tuesday.

Recall that the Securities and Exchange Commission (SEC) notified the public and Oando on Monday, June 10, 2019, that, further to the Ex-parte Order of the Federal High Court, Ikoyi, Lagos in Suit No: FHC/L/Cs/910/19 in Mr. Jubril Adewale Tinubu & Anor v Securities & Exchange Commission & Anor, it had suspended the Company’s 42nd AGM till further notice.

Following the SEC’s suspension of Oando’s AGM, the Company has been unable to appoint Auditors to commence an audit exercise into the Company’s 2019 account, the company said in December 2020.

Engr; Patrick argued that SEC has denied him of his rights over the last two years, since shareholders has been kept in the dark on the affairs of Oando Plc, specifically corporate initiatives and financials of the company since 2019 following the suspension of AGM.

Presiding over the case, Honorable Justice O. A Musa made the following declarations, “Ordered that Engr. Patrick as a member and shareholder of Oando has a right and freedom of association and assembly with other shareholders and right to receive information at the AGM.

Justice Musa “declared the May 31, 2019 letter of SEC to Oando sanctioning its management, as unconstitutional, null and void and violation of Engr. Patrick’s fundamental right to fair hearing and his human right to receive information on the affairs of Oando and his interest and shares in Oando.

“An order setting aside the directive of SEC suspending/postponing indefinitely the AGM of Oando in violation, breach and contravention of Engr. Patrick’s right and freedom of association and assembly with other shareholders and right to information from other shareholders and Oando Plc; an order restraining SEC and Oando from interfering with, disrupting and or interfering with the Engr. Patrick’s constitutional right of association, assembly and right to receive information from other shareholders and members of Oando PLC at the postponed 2019 AGM

“An order of injunction restraining SEC from acting and /or taking any steps pursuant to its letter of 31st May 2019 or interfering in any manner whatsoever with Directors lawfully appointed by the Engr. Patrick and Shareholder; an order directing Oando to convene and hold AGM of Oando plc within 90 days of the order of the court in compliance with the provisions of Companies Allied Matters Act.”

Oando Plc said in December 2020 said that “the suspension of the AGM has resulted in the following amongst other things:

the inability of the Directors to lay before the shareholders for approval, the Company’s 1. 2019 Audited Financial Statements;
the shareholders’ inability to re-appoint the auditors of the Company to hold office for the 2019 financial year;
the inability of the Company to meet its 2019 financial year-end NSE Filing of Accounts obligation by the due date of March 31, 2020.
the inability of the Company to meet its 2020 Q1, Q2, and Q3 UFS NSE Filing of Accounts obligations by their respective stipulated dates.”

The last accounts filed by Oando Plc with the Exchange were its Q3 Unaudited Financial Statements for the Period ended 30 September 2019, uploaded on October 28th, 2019.

“A win for me is a win for all shareholders Engr. Patrick Ajidua said while speaking of his win. The shareholders received this judgement with high sense of humility and praying that all hands must be on deck to move the company forward.

“We plead with the regulators and others to give peace a chance and allow for harmonious resolution of the conflict.

”The shareholder community will continue to protect their investment, ensure high compliance with code of corporate governance & ensure integrity of company operating in the capital market.”