•Director drags him, three others to court
An aggrieved director of an oil well surveying company, Drillog Petro-Dynamics Limited, Dr. Obi Ralph Ekezie, has dragged the former Defence Minister, Lt. General Theophilus Danjuma and three others, to a Federal High Court in Lagos over alleged illegal and discriminatory practices.
Ekezie, a Director in the firm, sued Danjuma, Koffi Euloge Kassi, Dustan Chukwuemeka Onyekwere and Martin Ugochukwu Umeh, also Directors in the company before the court, complaining that the affairs of the company are being conducted by these people in a manner that is illegal, oppressive, prejudicial and discriminatory to him.
In a winding up petition, filed before the court on behalf of Dr. Ekezie by a Lagos lawyer, Chief U. N. Udechukwu, SAN, the petitioner alleged that between November 20, 1990, to June 1999, General Danjuma was a Director and Chairman of the company, a position he resigned he was appointed Minister of Defence on June 24, 1999.
“Subsequently, from the period spanning August 7, 2000, to May 5, 2008, he was elected by the board of Directors as Chairman of the company and also retained his position as Managing Director, while General Danjuma later returned as Director and Chairman of the company from May 5, 2008, till date.”
Ekezie, added that while he was the Managing Director he grew the company to a multi-billion-naira one.
However, establishing grounds for the illegal, oppressive and unfairly prejudicial activities of the four directors, Ekezie alleged that at a duly convened meeting of the Board of Directors held on July 25, 2014, to which the company Secretary Mr. Nwude, had issued the notice of meeting, General Danjuma barged into the said meeting without prior notice with four uninvited persons, which he claimed were attending the meeting as his professional advisers in a bid to properly guide him.
Danjuma, thereafter, without following due process, ordered the company Secretary, Nwude, out of the meeting despite protestation from the petitioner and Nwude.
Danjuma, also proceeded to install Marina Nominees Limited as company Secretary, and Mr. A. O. Oyebanjo of Marina Nominees Limited was ordered to take minutes of the meeting.
Ekizie alleged that Danjuma also urged other Directors to confirm Marina Nominees Limited as Secretary, despite the fact that Drillog Petro-Dynamics Limited had validly appointed Nwude as Secretary to which he had neither resigned nor removed.
According to the petitioner, General Danjuma and other Directors held series of meetings which excluded Dr Ekezie, where it was resolved that Ekezie should be removed as the Managing Director for undisclosed reasons.
Ekezie added that the message which conveyed his purported sack neither detailed how his outstanding salaries and gratuity entitlement after 25-year service valued at $494,951, N7million and $2,677,000 respectively, would be paid nor communication of a payment plan made.
He alleged that, by this arrangement, the board sought to deny him his due benefits for capital injected into the company and secured by him for the collective benefit of the company using his net worth and collateral for the injection which totals $23.3million given the resolution of the company at its board meeting on November 20, 1990.
Dr. Ekezie contended that General Danjuma and three others acted illegally, prays the court to exercise as provided in Section 312 of Company and Allied Matters Act and orders closure of the company, payment of his salary arears $494,951, housing allowance N7million, gratuity and terminal benefits $2,677,000 and capital injection benefits $23,300,000.
However, in a sworn affidavit by Kassi for himself and on behalf of other Directors averred that contrary to the allegations, they have not conducted firm’s affairs in any manner illegal, oppressive or unfairly prejudicial to the petitioner, rather the petitioner until his removal had illegally and unfairly conducted the affairs of the company as if he was the sole owner to the detriment of others.
The petitioner was alleged to have unilaterally restructured the management of the company to comprise of only his immediate family members as he chose not to attend board meetings but nominated his son, Obinna Ekezie, to represent him.
Arguing that the petitioner’s claim of indebtedness was untrue and not entitled to the reliefs sought, Kassi urged the court dismiss the petition.
Meanwhile, the presiding judge, Justice Hadiza Shagari, has adjourned for the hearing of the petition.