A Federal High Court, Abuja has nullified the redeployment of Alhaji Abubakar Faruk as the Managing Director, Abuja Markets Management Ltd (AMML) by the Board Chairman, Abubakar Maina, and the former Minister of Federal Capital Territory (FCT), Mohammed Bello.
Justice Donatus Okorowo, in a judgment, ordered Faruk’s reinstatement as MD of AMML.
Justice Okorowo also ordered the defendants, their staff and privies to restrain themselves from interfering with the claimant’s exercise of his powers or carrying out the ordinary business of the company as an MD, including but not limited to holding board meetings.
The judge held that the decision of Maina and Bello to reconstitute the AMML’s Board of Directors in the manner done and publish in a press release of Feb 21 and inaugurated the said board on April 4 was unlawful, null and void.
He further held that the action of the duo contravened provisions of Sections 269(1) to (4), 273(1), 274(1) to (3) of the Companies and Allied Matters Act (CAMA), 2020; Articles 16, and 21 of AMML’s Memorandum and Articles of Association and all other enabling laws and instruments applicable in the circumstances of the case.
The judge, therefore, gave an order of perpetual injunction, restraining AMML and Maina, jointly and severally, whether in persons or through any other director, officer, or staff, from convening the board meeting “unless and until all necessary and valid statutory notice(s) has/have been served on all directors who are eligible and entitled to receive such notice(s) and attend the meetings, including the claimant herein.”
He also restrained the FCT minister and FCTA from interfering with the internal, business and corporate affairs of AMML howsoever and reconstituting its board of directors in the manner inconsistent with the laws and the Memorandum and Article of Association of the company.
It would be recalled that Alhaji Faruk had, in a suit marked: FHC/ABJ/CS/499/23 filed by his lawyer, Faruk Khamagam, sued AMML, Abubakar Sadiq Maina, FCT Minister and FCT Administration (FCTA) as 1st to 4th defendants respectively.
In the originating summons, Faruk, who was the claimant, sought six questions for determination.
These include whether or not, by the correct interpretation and application of the provisions of Section 289(1) and (8) of CAMA 2020, and all other enabling laws and statutory instruments, the claimant, being a bonafide director in AMML, and in fact, its substantive managing director, is entitled to participate in the management of the business affairs of the AMML, including but not limited to participating in the meetings of its Board of Directors and vote on all issues up for discussions and resolutions concerning the business and other management affairs of the company.
“Whether or not, by the correct interpretation and application of the combined provisions of Sections 289(1), 292 (1) (2) and (3) of CAMA 2020, and all other enabling laws, the claimant, being a bonafide director in the 1st defendant, and in fact, its substantive managing director, is entitled to be served notices of the 29th, 30th, 31st, 32nd and all other meetings of Board of Directors of the 1st defendant,” among others.
The embattled MD, therefore, sought 11 reliefs upon proper determination of the questions, including an order setting aside all the board meetings, agenda, deliberations and resolutions proposed and passed at those affected meetings in which notices were not issued and served on him and other directors entitled to attend these meetings as illegal, null and void abinitio.
Delivering the judgment on Monday, Justice Okorowo, who described the action of the defendants as “illegal and ultra vires,” granted all the reliefs sought by Faruk.
