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ATTEMPT by former Defence Minister, Lt. Gen. Theophilus Y. Danjuma and Mrs. Anabela Timolini, wife of late Dr. Vitorio Fabri, a director in Pan Ocean Oil Corporation Nigeria Unlimited to take over the oil exploration company failed yesterday when a Federal High Court sitting in Lagos ruled that the duo could not do so.
ATTEMPT by former Defence Minister, Lt. Gen. Theophilus Y. Danjuma and Mrs. Anabela Timolini, wife of late Dr. Vitorio Fabri, a director in Pan Ocean Oil Corporation Nigeria Unlimited to take over the oil exploration company failed yesterday when a Federal High Court sitting in Lagos ruled that the duo could not do so.
Justice Rebecca Olomojobi while delivering judgment in the suit filed by Pan Ocean Oil Unlimited said Timolini was never at anytime a shareholder nor director of the company and as such could not convene any meeting of the company nor pass any resolution on behalf of the multi-billion dollar company.
Justice Olomojobi further held that Timolini, not being a shareholder in Pan Ocean Oil Corporation is a stranger who can not challenge the authority of the company to institute an action in court.
The court also declared purported meeting and resolution of the company held on March 17, 2003 which allegedly removed the company's Managing Director, Dr. Festus Fadeyi, illegal, null, void and of no effect.
The scenario that led to yesterday's judgment arose when former wife of late Dr. Vitorio Fabri, Mrs. Timolini allegedly removed the Managing Director of Pan Ocean Oil Corporation via a purported resolution of the meeting called by her on March 17, 2003.
Pan Ocean then filed an application challenging the purported removal of the managing director and also sought an injunction restraining Mrs. Timolini and other defendants from interfering with operation of the company.
In response, the defendants led by Timolini and Danjuma filed an objection to the suit.
The defendants in the objection averred that the company lacked the authority to institute the action without the consent of the directors and that as such the suit as filed, constituted an abuse of court process and should be struck out.
However, the plaintiffs through their counsel, Chief Afe Babalola (SAN), in his submission, told the court that Timolini could not take any step as regard the company because she was never a shareholder nor a director of the company.
Meanwhile, Justice Olomojobi in her judgment said there was nothing before the court, to conclusively show that Dr. Fabri transferred his shares in the company to Timolini before his death for her to have the authority to convene a meeting of the company.
To show that there is nothing before the court to indicate that Timolini is the beneficial holder of the Dr. Fabri's share, Justice Olomojobi said as at June 1998, one month after the purported transfer, Dr. Fabri was still exercising his right as shareholder of the company and that a look at the company's register did not indicate the name of Timolini.
The court also blasted the Corporate Affairs Commission (CAC), for constituting itself into a parallel court and by continuing with investigation even after there was an order of the court against such position.
The court in dismissing the objection of Timolini and others, held that Pan Ocean can institute an action and that the only person that can challenge such act is a shareholder or a director of the company which Timolini is not.
The court also nullified the purported meeting of March 17, 2003 and resolution therein, in that the resolution is incompetent.
Justice Olomojobi said the defendant have the opportunity to call oral evidence but chose to rely on affidavit evidence which the person who deposed to it can not answer most of the questions in the affidavit.