Board Room Crisis: CEO drags TY Danjuma, three others to court

General TY Danjuma

An aggrieved Director of an oil well surveying company Drillog Petro-Dynamics Limited, Dr Obi Ralph Ekezie, has dragged the former Defense minister Lt. General Theophilus Danjuma and three others, Koffi Euloge Kassi, Dustan Chukwuemeka Onyekwere and Martin Ugochukwu Umeh who are also Directors of the company before a Federal high court in Lagos, over allegation that the affairs of the company are being conducted by these Directors in a manner that is illegal, oppressive, unfairly prejudicial and unfairly discriminatory to him.

In a winding up petition filed before the court on behalf of Dr Obi Ralph Ekezie by a Lagos lawyer Chief U. N. Udechukwu SAN, the Petitioner alleged that:

From 20th of November, 1990 to June 1999, General Danjuma was a Director and Chairman of the company, but resigned as Director and ceased to be the chairman of the company from 24th of June 1999 on account of his appointment as the Minister of Defense of Federal Republic of Nigeria.

Subsequently, from the period spanning 7th August 2000 to 5th May 2008, he (Ekezie) was elected by the board of Directors as chairman of the company and also retained his position as Managing Director.

General Danjuma later returned as Director and Chairman of the company from 5th May, 2008 till date.

Dr. Ekezie stated further that, as Managing Director he grew the company to a multi-billion naira company.

However in stating, the illegal, oppressive and unfairly prejudicial activities of the four directors, Dr Ekezie alleged that at a duly convened meeting of the board of Directors which was held on 25th of July, 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.

Thereafter General Danjuma without following due process, ordered the company secretary Mr Nwude out of the board meeting despite protestation from him and Mr. Nwude.

Thereafter he 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, even as he urged other Directors to confirm Marina nominees Limited as company secretary despite the fact that Drillog Petro-Dynamics Limited company had validly appointed Mr. Nwude as company secretary to which he had neither resigned nor been removed by board of Directors.

Further to the board of directors meeting held on 25th July, 2014, the four Directors appointed Pricewaterhouse Coppers Nigeria Limited (PWC) to conduct a manpower audit on the company in order to determine the adequacy and competence of the entire staff of the company.

The notice of meeting did not specify that anybody shall be appointed.

Subsequently he was presented with an Engagement letter for his execution.

The letter sought to surreptitiously extend the mandate of the board meeting of July, 2014 as it included a forensic review that will access and report on the extent of the company’s compliance with its established Finance and Operations Guidelines.

The petitioner alleged that General Danjuma in collusion with other Directors, despite protestation from him and without any board approval proceeded to execute the Pricewaterhouse Copper (PWC) engagement letter to conduct a forensic review that will access and report on the extent of the company compliance with its established Financial and Operation guidelines, PWC accepted the engagement and charged the company the sum of $300,000.

Thereafter series of meeting were held by General Danjuma and other Directors of the company where the petitioner Dr Obi Ekezie was absent, consequent upon which it was resolved that Dr Ekezie should be removed as the managing Director for reasons which was not disclosed to him and no payment of his outstanding salaries, gratuity entitlement and claims or communication of a payment plan made.

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 totalled $23.3million given the resolution of the company at its board meeting dated 20th November, 1990.

On the 10th of May 2016, he was removed as the managing Director without any communication on payment of his unpaid salaries, bonuses, allowances, and entitlements after 25years of service as Managing Director currently valued at $494,951.00,N7 million and $2,677,000.00 respectively.

Dr Ekezie while contending that General Theophilus Danjuma and other three Directors Koffi Euloge Kassi, Dunstan Chukwuemeka Oyekwere and Martin Ugochukwu Umeh have acted illegally in an oppressive and unfairly prejudicial manner in running the affairs of the company prays the court to exercise its discretion as provided in section 312 of company and Allied Matter Act and orders as follows

That the company be wound up and his benefits and entitlement as detailed below be paid:
Unpaid salaries and bonuses $494,951.00; unpaid housing allowance N7million, unpaid gratuity and terminal benefits $2,677,000.00 and capital injection benefits $23,300,000.00.

That all illegal, prejudicial and oppressive acts of the Company as detailed in petition be set aside or rescinded.

However in an affidavit in opposition to the winding up petition sworn to by Koffi Euloge Kassi for himself and on behalf of other Directors averred that contrary to the allegations of the petitioner, the Directors of the company have not conducted the affairs of the company in any manner that is illegal, oppressive or unfairly prejudicial to the interest of the petitioner, rather on the contrary, the petitioner until his removal as Managing Director had illegally and unfairly conducted the affairs of the company as if he was the sole owner and alter ego of the Drillog Petro-Dynamics Limited company to the detriment and prejudice of other Directors.

Mr Kassi averred further that the third parties that attended the board meeting with General Danjuma are his personal advisers and they did not vote.

The petitioner was alleged to have unilaterally restructured the management of the company to comprise of only his immediate family members.

While the petitioner chose not to attend board meetings but nominated his son Obinna Ekezie to represent him during board meetings.

Mr Kassi averred further that the allegation and claims relating to unpaid severance pay and entitlements are untrue, consequently the petitioner is not entitled to the reliefs which he seeks in the petition.

He urged the court that, in the circumstances it will be in the interest of justice that the petition is dismissed.

Meanwhile, the presiding judge Hadiza Shagari has adjourned for the hearing of the petition.