The crisis rocking the board of directors of Abuja Markets Management Ltd. (AMML) continues as a lawyer, Mr Faruk Khamagam, threatened to file contempt proceedings against Mr Olusade Adesola, the Permanent Secretary, Federal Capital Territory Administration (FCTA), over alleged plan to convene an emergency general meeting of AMML in contravention of valid court judgment.
Khamagam, who was counsel for AMML and its Managing Director (MD), Alhaji Abubakar Faruk, also threatened to join Mr Abubakar Maina, Group Managing Director (GMD), Abuja Investments Company Limited (AICL), FCTA and any persons whatsoever in the contempt charge.
He further said that a N1 billion suit would be instituted against such persons should they go ahead with the purported meeting.
The lawyer made this known in a letter written by his law firm, Ruklyn Law Chambers, on behalf of his clients on July 14, to AICL GMD and a copy sent to the permanent secretary in reaction to their letter to call for an extra-ordinary general meeting of AMML three days after a court judgment restrained anyone from doing so in breach of relevant laws.
A copy of Khamagam’s letter was made available to newsmen on Sunday in Abuja.
Recalled that Justice Donatus Okorowo of a Federal High Court, Abuja, in a judgment on Monday, nullified Faruk’s redeployment by yet-to-be ratified AMML Board Chairman, Maina, and the former Minister of FCT, Mohammed Bello.
Justice Okorowo ordered Faruk’s reinstatement as MD of AMML.
He also ordered the defendants, their staff and privies to restrain themselves from interfering with the Faruk’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.
Faruk had, on Wednesday, resumed to his office following the judgment about three years after the office was under lock.
But Maina, in a letter signed by him dated July 13 and addressed to AMML MD, titled: “Notice of Extra-Ordinary General Meeting of Members of Abuja Markets Management Ltd.,” informed that the meeting would hold for the purpose of transacting the following business:”Special Business: To consider and if thought fit pass the following resolutions which will be proposed as a special resolution-
“(a) Issues bothering on the management of the company;
“(b) The judgment in the case of Alhaji Abubakar Usman Farnk Vs. AMML & 2 Ors.”
Maina said that the meeting, which was scheduled for Monday (July 17) at 9am, would take place at AICL boardroom.
The letter also enjoined members, who would be unable to attend the meeting, to complete the enclosed form of proxy, with the name of one of the company’s directors or any member of the company or the person whom they think fit to appoint as their proxy.
Responding, Khamagam said Maina’s notice of meeting, on the instruction of Adesola, was contemptuous of valid court order.
The lawyer said, on behalf of their clients, they objected to holding the proposed meeting.
He said Maina’s letter, though dated July 13 (Thursday), was received by AMML at about 4:30pm, after closing hour on Friday, without the proxy form allegedly attached to the letter.
“We have reviewed the said notice with our clients, together with the Companies and Allied Matters Act (CAMA), 2020 and other relevant laws of the Federal Republic of Nigeria, and especially judgment of the FHC in suit no. FHC/ABJ/CS/499/2023-Alh.Abubakar Usman Faruk vs. AMML & others., delivered on Monday, 10th July, 2023,” he said.
He said they had also reviewed the letter in view of the case currently pending at the National Industrial Court (NIC) instituted by Faruk against the FCT Minister, FCTA, AMML and AICL in suit no.: NICN/ABJ/62/2023.
Khamagam said their clients had been advised accordingly, and upon their advice, they received the firm instruction of their clients, to draw Adesola and Maina’s attention to some salient issues.
“That AMML is not aware of, or in receipt of any request for convening a general meeting of the AMML.
“The Board of Directors of the AMML has not convened any general meeting of its members, either annual or extra-ordinary general meeting.
“In the present state of affairs of AMML and the current state of our corporate laws, only AMML can properly and lawfully convene a general meeting of its members.
“Conversely, no individual members(s) have the power to unilaterally convene a general meeting of AMML without following due process of law.
“By the judgment of the FHC in the above cited case, the Hon. Court had granted a perpetual injunction, restraining Mr. Sadiq Abubakar Maina (the author of the notice of the meeting), either by himself or any other person, from convening any meeting of the AMML unless necessary legal procedures have been followed.
“Therefore, any attempt to violate the order of the court by unlawfully convening a general meeting of AMML in the manner sought to be done, would amount to contempt of a valid and subsisting order of court, and will certainly incur the penal sanctions of the court,” he said.
Besides, the lawyer argued that one of the issues on the agenda of the meeting sought to be convened “is sub judice, as in the case pending at the NIC cited above.”
In the NIC suit, Faruk is praying the court for an order of perpetual injunction, restraining the minister, FCTA and AICL from further unlawfully interfering or usurping the powers of AMML to interfere with the management of the employment contract and relationship between him and the company (AMML), either by means of redeploying, suspending or terminating his appointment.
Khamagam, therefore, stressed that they raised the objection to holding the meeting on the grounds that due process of law was not followed.
He said the notice of the meeting is not valid in law, having not met the requirements of CAMA, 2020, and therefore such meeting cannot be validly held.
He stressed that the general meeting of AMML cannot take place outside the premises of the company, at the AICL or any other venue outside the AMML facilities, unless otherwise decided by the Board of AMML or ordered by the court.
The lawyer, who asked that the notice of the meeting be set aside, threatened that should the issue of Faruk’s employment relationship with AMML be discussed, they would initiate and prosecute contempt proceedings against the defaulting person(s) before the FHC, Abuja.
He said they would also “take the necessary legal step(s) against such person(s) before the National Industrial Court of Nigeria.
“File a civil suit before a court of competent jurisdiction, to seek redress and claim the reversal of all meetings held, agenda discussed, and resolutions that may be passed, and all actions that may be taken in that regards, including N1 billion damages, cost of action, among other reliefs we may seek on behalf of our clients before the court.
“Take all necessary steps to enforce the rights of our clients, protect their best interest by taking all necessary legal actions, (civil or criminal) to defend and protect the legal interests of our clients.
“The Board of Directors of AMML will convene a general meeting of AMML at the appropriate time and circumstances.”
