Goodie Ibru on Tuesday lost his position as chairman, Board of Directors of Ikeja Hotels Plc, following the resolve of the shareholders to rescue the company which has been experiencing dwindling fortunes from going under.
He was removed at an extra-ordinary meeting held in front of Sheraton Hotels, Ikeja, Lagos.
Three shareholders (Alurum Investments Limited, Dadifoll Limited, and RFC Limited) on behalf of others, had procured an order of the Federal High Court in Lagos sanctioning the EGM.
However, on getting to the venue of the meeting yesterday, the shareholders were prevented from entering the venue through another order procured by representatives of Goodie Ibru from another Federal High Court sitting in Abuja.
Despite the fact that the venue had been paid and receipted for, the shareholders were locked out by the management of Sheraton Hotels.
However, the shareholders decided to conduct the EGM standing outside the premises of the hotel and passed all the resolutions for the EGM through a poll, at the end of which 53.34 per cent voted for the resolutions, while 0.001 per cent voted against it, thus leading to the ouster of Ibru as board chairman.
Apart from the removal of Ibru as chairman, other resolutions passed at the EGM included the appointment of Olumide Braithwaite and Tunde Sarumi as directors of Ikeja Hotels Plc; the appointment of the audit firm, KPMG Nigeria Limited, for the purpose of carrying out a forensic audit of the management of the affairs of the company from the period of 1999-2014.
It will also conduct the forensic audit of the share register and verification of the funding and payment for the shares of the company, by holders, directly or indirectly, of shares that amount to two per cent or more of the company’s issued share capital.
Although Ibru was absent at the meeting, two directors, Rasheed Olaoluwa, Managing Director of Bank of Industry, who represented the interest of the bank(13.1 per cent) and Fadeke Alamatu who is the alternate to Oba Otudeko- were present.
Though the meeting was scheduled to begin at 10.00am, it did not start until 11.20 am, when the shareholders nominated Olaoluwa to move all the motions for the resolutions.
Speaking at the meeting, Olaoluwa said that having formed a quorum, the shareholders had to recourse to the provisions of Section 240(1 and 2) of the Companies and Allied Matters Act (CAMA), to conduct the meeting.
According to CAMA, “The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their number to be chairman of the meeting.
“If at any meeting no director is willing to act as chairman or if no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.”
Speaking on the validity of the EGM, Braithwaite said the shareholders acted within the provisions of the law so as to save their investments in the Ikeja Hotels Plc.
He said the order procured from Abuja was null and void, saying it was a clear abuse of court process.
“We have an interim order by a Federal High Court(in Lagos), dated 16 December stating that the meeting is properly convened and valid. But the other party ran to Abuja to another Federal High Court and procured another order that is displayed at the venue of the meeting, which does not, in any way, invalidate the earlier order convening the meeting. This order conveying the meeting is still subsisting because it has not been vacated.
“The only way the order for the EGM can be vacated is by a court of superior jurisdiction, that is either the Court of Appeal or the Supreme Court. Going to a Federal High Court in another state is a gross abuse. The first order predates any order in the absence of vacation and it is valid, legal and subsisting.
“The shareholders are entitled to hold the meeting despite the fact that the hall has been paid for and it was locked. The other party, in its own wisdom does not want the meeting to hold. But the meeting will hold and the shareholders will decide,” Braithwaite said.
Some of the shareholders who spoke at the EGM said they were tired of the way the company was being run and were determined to rescue it. They decried the fact that Ibru, who is lawyer and former President of the Nigerian Stock Exchange (NSE) is showing bad example in corporate governance.
For instance, the President, Nigeria Solidarity Shareholders Association (NSSA), Chief Timothy Adesiyan said, “We are rescuing this company from the hands of the cabals. We are legally authorised to hold this meeting. The regulators have failed us, let them come and see what is happening.
“We want to remove the virus that is eating deep into this company. How long shall we wait? You will see changes after today. There must be transparency and accountability in this company. Our auditors have also compromised.”
Speaking in the same vein, the General Secretary, Independent Shareholders Association of Nigeria, Bayo Adeleke, said: “We have been very passive. The frustrations on the part of shareholders that they have not gotten commensurate value for their investment for so long has triggered this incident. People are simply demanding a restructuring of the board and for more accountability. For the past six years, no dividend has been paid.”
The National Chairman, Progressive Shareholders Association of Nigeria, Mr. Boniface Okezie, said: “We want a change, the company must be salvaged from this mess. For the past five years, no return, even the people that contributed immensely to the growth of the company, you did not put them on the board. We have three companies as subsidiaries but they refused to pay dividend.”
Ikeja Hotel Plc owns the Sheraton Lagos Hotel and is also a core investor in Capital Hotel Plc (owners of Sheraton Abuja Hotel) and a core shareholder in the Tourist Company of Nigeria (owners of Federal Palace Hotel & Casino, Lagos).
The company recorded a dip of 50 per cent in profit after tax from N2 billion in 2012 to N998 million in 2013. It ended the nine months to September 30, 2014 with a loss of N2.554 million compared with a profit of N984 million in the corresponding period of 2013.
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