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By Lukman Olabiyi
The minority shareholders of civil engineering firm, Soleh Boneh, have dragged the majority shareholders of the firm before the Federal High Court in Abuja, over alleged mismanagement.
The minority shareholders, in their suit marked: FHC/ABJ/PET/38/2022, accused the majority shareholders/directors of running Solel Boneh aground by surreptitiously diverting its assets and businesses to other companies which they exclusively control.
Listed as respondents in the suit are Musa Nakhla, Adedayo Odeyemi, Shari Arison, Natty Saidoff, and Adamu Safuratu Idowu, the Company Secretary. Also joined as respondents are Reynolds Construction Co. Ltd, Reynolds Construction Company Limited, Shikun & Binui Solel Boneh, SBI International Holdings AG, C & D (Nigeria) Limited and the Corporate Affairs Commission (CAC), while the following were listed as applicants: Adewusi Godwin Olatunji, Akin-Deko Olanrewaju and Akin-Deko Adegboyega, suing as administrators of the estate of the late High Chief Gabriel Akin-Deko.
The applicants, in affidavit in support of suit stated that High Chief Akin-Deko, who was a Minister of Agriculture and Natural Resources in the defunct Wester Region, facilitated the incorporation of Solel Boneh in Nigeria after he left office, and in which he held 30 percent equity and served as chairman for about 20 years until his death in 1987.
The petitioners further averred that before the deceased’s death, his 30 percent shares in Solel Boneh and his interest in the company devolved on them as a matter of share transmission under the company law.
They averred that Reynolds Construction Co., Reynolds Construction Company, Shikun & Binui Solel Boneh and SBI International Holdings, together with other respondents – Nakhla, Odeyemi, Idowu, C & D (Nigeria) Ltd, Arison and Saidoff – “conspired to acquire the shares and assets of the fifth respondent (Solel Boneh) for their benefit by whatever means necessary.”
The applicants alleged that the respondents “have run the affairs of the fifth respondent in an unlawful and unfairly prejudicial manner, without proper oversight of the CAC,” with the effect of transferring the shares and assets of the company to the first and second respondents (Reynolds Construction Co and Reynolds Construction Company).
They are contending that Solel Boneh was never wound up properly as required by law or at all, but that the respondents rendered the company “inactive” as a result of the unlawful misappropriation of the assets, goodwill and contracts of the company in the construction industry and the co-mingling of the same with the affairs of other companies, including the first and second respondents, to the detriment of the interests of the petitioners in the company.”
In their prayers before the court, the applicants want an order, compelling the respondents to purchase their entire shares in Solel Boneh for N2 billion in view of “the missed opportunities of capital appreciation and returns on investment, due to the years of misappropriation, co-mingling and oppressive conducts and the profits that the petitioners could have made over the years, but for the unfairly prejudicial and oppressive conduct of the respondents.
They also seek a consequential order directing that the N2 billion payable for the purchase of the shares of the petitioners “shall be paid jointly and severally by the respondents to the petitioners within three days from the date of judgment, and upon default, with interest at the prevailing bank rate.”
On March 14, Justice Donatus Okorowo of the Federal High Court, Abuja granted the petitioners’ motion ex parte for substituted service of the petition and other processes in the case on the respondents (namely Shikun & Binui Solel Boneh, SBI International Holdings, Arison and Saidoff at their last known addresses in Israel, Switzerland, and USA.
