CASE DIGEST - COMPANY LAW: BOARD MEETING; NOTICE OF MEETINGS; DOES FAILURE TO GIVE NOTICE OF MEETINGS TO SHAREHOLDERS AMOUNT TO A BREACH OF FAIR HEARING?

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CASE DIGEST - COMPANY LAW: BOARD MEETING; NOTICE OF MEETINGS; DOES FAILURE TO GIVE NOTICE OF MEETINGS TO SHAREHOLDERS AMOUNT TO A BREACH OF FAIR HEARING?

CITEC INTERNATIONAL ESTATES LTD & ORS v. JOSIAH OLUWOLE FRANCIS & ORS.

SUPREME COURT OF NIGERIA

(RHODES-VIVOUR; KEKERE-EKUN; NWEZE; AUGIE; ABBA-AJI, JJ.SC)

Citec International Estates Ltd. (The 1st Appellant) is a limited liability company with a share capital of 2 million ordinary shares. While Josiah Oluwole Francis, Mrs Josiah Olusola Abiodun; Josiah Michael; Fasubaa Albert Ademola (The 1st - 4th Respondents) owned 95% of the share capital, Bello Saka Oludare (e 2nd Appellant) owned the balance of 5%. The 1st, 2nd, 4th Respondents and the 2nd Appellant were the original directors of the company. By an ordinary resolution passed, the share capital was increased to 10 million. It was the allegation that the company held board meetings whereby the 1st Respondent was removed as chairman and his official residence and vehicle withdrawn and no due process was followed to remove him.