<p>As the legal hostility between the embattled Directors of Oando Plc,Jubril Adewale Tinubu,Godwin Omamofe Boyo and Security and Exchange Commission SEC ranges on, the legal battle is expected to begin on Monday June 24,2019 for hearing.</p>



<p>This was the decision of The Federal High Court sitting in Lagos
</p>



<p> ;  ; Meanwhile, SEC has filed preliminary
objection as well as counter affidavit against fundamental right enforcement
suit the Directors filed before a Federal High Court in Lagos south west
Nigeria against the capital market regulatory Authority. ;</p>



<p> ;  ;  ; In the preliminary objection SEC is
urging the court to dismiss ; their suit on the following grounds of
objection. ; ;</p>



<p> ;  ;  ; Want of subject matter of
jurisdiction</p>



<p> ;  ;  ; Non compliance with condition
precedent prescribed by the investment and Securities Act, no, 29, 2007 for
instituting an action against the respondent. ;</p>



<p> ;  ; Failure to exhaust administrative remedy
available to the plaintiffs.</p>



<p> ;  ;  ; The suit as presently constituted is
incompetent and an abuse of the process of the court.</p>



<p> ;  ;  ;  ;The Plaintiffs have commenced
the action for enforcement of Fundamental rights jointly which constitutes a
materials breach to the Fundamental rights enforcement rules.</p>



<p> ;  ;  ;  ; The entire action is frivolous,
vexations, malicious, tantamount to forum shopping, an abusive use of the
processes of the court, with the aim of interfering with the SEC’s discharge of
regulatory duties and responsibilities.</p>



<p> ;  ;  ;In the SEC&#8217;s counter affidavit sworn
to by litigation Manager Mr Mike Oko from the Law firm of PUNUKA Attorney &;
Solicitors and filed before the court by Chief Anthony Idigbe SAN, leading six
senior other legal Practitioners,the deponent averred that base on information
given to him by Mrs Lilian Chukwuemeka, an Assistant Director of SEC:</p>



<p>That SEC is the statutory regulatory body for the Capital
and securities market in Nigeria and a body charged with the responsibility of
safeguarding the interest of the shareholders, investors, creditors and the
public in order to maintain the stability of the capital market ​ ;and by
extension the economy of the Country as a whole.</p>



<p> ;  ; SEC received a petition dated 4th ;day
of May 2017 from Alhaji Dahiru Bara&#8217;u Mangal, a shareholder of the Applicants
complaining of the following among others against the Oando Plc’s management</p>



<p> ; 1.Risk regarding the going concern of Oando Plc as
raised by the external auditors in the 2016 audited financial statement of the
company</p>



<p> ;2.Negative working capital position of the company
as highlighted by the external auditors; and</p>



<p> ;3.Increase in director’s remunerations despite the
poor operating result of the company</p>



<p> ;  ;  ;SEC also received another petition
dated 2nd May 2016 from Ansbury Investment INC, a company which holds majority
shares in Ocean and Oil Development (BVI) which also has 99% shares in OOOP
Nigeria which in turn is the majority shareholder in Oando Plc by holding 56%
of the shares of Oando. Ansbury Investment INC’s Petition was premised on lack
of adherence to corporate governance and other failures/violations of the
company thereby the raising the following red flags:</p>



<p>​ ​ ​ ​​ ;i.​ ​​ ​ ​Strong uncertainty regarding the
going concern status of Oando group based on disclosures in the 2015 and 2016
audited financial statement of the company;</p>



<p>​ ii.​ ​ ​ ​ ​Posting of consistent losses from
continuing operations amounting to N34.9billion in 2015 and 25.8 billion in
2016.</p>



<p>​ ​ ​ ​ iii.​ ​The profit of N3.94 billion reported in
2016 was solely attributed to the consistent sale of part of assets of the
group;</p>



<p>​ ​ ​ ​ ​ ​ ;iv.​ ; ​Negative working capital
position;</p>



<p>​ ​ ​ ​ ​ v. ​ ​ ​Huge debt position that could be
further worsened by pending legal suit that could lead to loss of N608.2billion
and price adjustment inherent in the sale of downstream business;</p>



<p>​ ​ ​ ​ ​vi.​ ​ ​ ​Current liabilities as at December
31st, 2016 exceed the current asset by 263.7 billion confirming serious
financial imbalance from the previous financial year amongst others.</p>



<p> ;  ;  ; SEC after receipt of the petitions
caused same to be forwarded to Oando Plc under the leadership of the Applicants
and other principal stakeholders for their response.</p>



<p> ;  ; That Oando Plc responded to the petitions
vide its letter both dated 24th ;day of May 2017.</p>



<p> ;  ;  ; SEC dealt with the petitions on the
merit as it was established that Alhaji Dahiru Mangal is a shareholder while
the petition of Ansbury Investments Inc was treated as whistle blowing having
established that it has an interest in Oando Plc.</p>



<p> ;  ; Following the complaints and responses
received from the SEC on behalf of Oando Plc, SEC conducted an investigation
which revealed that several weighty findings bothering on insider dealing,
misleading information contained in the financial statements of Oando Plc,
related party transactions, shareholding structure of Oando Plc, etc.</p>



<p> ;  ;The report of ; SEC was communicated to
the Oando Plc vide a letter dated 17thOctober 2017 wherein Oando Plc was also
notified of the constitutions of a neutral consortium ;of experts to
further investigate the matter. ;</p>



<p> ;  ; Further to the above, SEC in a bid to
protect the interest of all investors, member of the public, the shareholders,
the company itself and avoid panic in the market and dumping of shares of Oando
Plc, placed the shares of Oando Plc on technical suspension pending the full
outcome and completion of the investigation afore mentioned.</p>



<p> ;  ; That despite the findings against Oando Plc
and the management team of the company, the SEC only placed Oando Plc’s shares
on technical suspension and did not sanction any of the Applicants or any
officer of Oando Plc as further investigation were still ongoing.</p>



<p>​ ;Oando Plc instituted suit No: FHC/L/CS/1601/17;
Oando Plc v, SEC &; Another in order to challenge the SEC technical
suspension of Oando Plc shares and the forensic audit exercise on Oando Plc,
Oando Plc also obtained an interim order of injunction restraining the SEC and
NIgerian Stock Exchange NSE from implementing the technical suspension of
trading in Oando Plc shares and intended technical suspension pending the
hearing of the interlocutory injunction.</p>



<p>The suit No: PHC/L/CS/1601/17; Oando plc v SEC &; Anor
was later struck out for lack of jurisdiction by Justice Alkawa J. on the
23rd ;of November, 2017.</p>



<p> ;  ;  ;Oando Plc filed an appeal against the
decision of Justice Aikawa J. Stated above at the Court of Appeal albeit, the
said appeal was compromised by ; term ​ ;of settlement entered between
the parties wherein the SEC agreed to lift the technical suspension of Oando
Plc shares and commence the forensic investigation of Oando Plc whilst the said
appeal against the ruling of Justice Aikawa J. was withdrawn.</p>



<p> ;  ;  ;Following the compromise of the
appeal filled by Oando Plc, and upon Oando Plc, insistence, SEC disengaged the
consortium and retained the services of Akintola Williams Delotte (“Deloitte
&; Touche”) as the sole auditor to carry out a comprehensive forensic audit
into the financials of Oando Plc whilst Oando Plc undertook to cooperate with
the auditors in the course of the exercise.</p>



<p> ;  ; Delotte &; Touche held fact-finding
discussions, consultations and walkthroughs with key personnel of Oando Plc
including the Applicants in the course of the forensic audit which spanned over
several months and in the circumstances exchanged several email
correspondences.</p>



<p> ;  ;  ;Deloitte &; Touche during the
period of consultations and fact-finding discussions engaged in detailed
interactions with several internal and external stakeholders on Oando Plc,
including the Applicants.</p>



<p> ;  ;  ; Deloitte &; Touche met with SEC
on three different occasions to with, 25th ;April 2018, 30th ;October
2018 and 1st ;November 2018 in order to seek explanation and clarification
with respect to the records of Oando Plc that were being subjected to forensic
audit and the 1st Applicant Jubril Adewale Tinubu ; involvement thereof.</p>



<p> ;  ;  ;  ; Deloitte &; Touche met the
2nd ;Applicant Omamofe Boyo on Seven different occasions to wit, 29thMarch
2018, 08th ;May 2018, 30th ;July 2018, 9th ;August 2018,
19thSeptember 2018, 10thOctober 2018 and 1stNovember 2018 in order to seek
explanation and clarification with respect to the records of Oando Plc that
were being subjected to forensic audit and the 2nd ;Applicants involvement
thereof. ;</p>



<p> ; The Applicants were invited and fully participated
in the forensic audit exercise carried out by Deliotte &; Touche and given
the opportunity to make explanations and clarification with respects to the
account of Oando Plc under their management furthermore, Deloitte &; Touche
also had discussions and consultations with other key stakeholders of Oando Plc
during the course of the forensic audit exercise before reaching its findings
which findings were duly communicated to the Applicants and other Management
staff of Oando Plc by letter dated 31st ;May 2019.</p>



<p>That part of the decisions reached by the SEC after
hearing the Applicants, the company and other stakeholders are as follows:</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
1.Resignation of the affected Board members of Oando Plc</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ; ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.The
convening of an Extra-Oridnary General Meeting on or before July 1, 2019 to
appoint new directors</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.Payment of
monetary penalties by the company and affected ,individuals and directors</p>



<p>​ ​ ​​ ​4.Refund of improperly disbursed remuneration by
the affected Board members to the company</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ; ​ ​ ​ ​ ​ ​ ​ ​ ​ ;
 ;  ;5.Bar of the Group Chief Executive Officer (GCEO) and the deputy
group Chief executive Officer (DGCEO) of Oando Plc from being directors of
public companies for a periods of five (5) years,</p>



<p> ;  ;  ;That throughout the investigation
carried out by the SEC, the Applicants were duly informed of allegations of
wrong doing as contained in several petitions lodged against same and Oando Plc
and they were all given the opportunity to give explanations and clarifications
with respect to the said allegations and at the conclusion of the investigation
exercise, the SEC ; by letter dated the 31stMay, 2109 informed Oando Plc
and its officers concerned of the outcome of the investigations exercise following
which the SEC duly communicated its decision thereof.</p>



<p>Following the directive issued against the Applicants and
other Directors of the Company the SEC appointed the 2nd Respondent Mutiu
Olaniyi Adio Sunmonu as the head of the interim management of Oando Plc pending
the appointment of a new board.</p>



<p>That two of the affected directors Chief Sena Anthony and
Mr Oghogho Akpata of the Oando Plc have resigned accordingly.</p>



<p>That the decision of the SEC is meant to protect the
investing public and preserve the sanctity of the capital market.</p>



<p>The findings from the investigation were as follows:</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
1.CORPORATE GOVERNANCE LAPSES:</p>



<p> ;  ; There were several corporate governance
lapses stemming from poor Board oversight. These include irregular approval of
Director’s remuneration, Director’s participation in matters in which they had
declared interest, unjustified disbursements to Directors and management of the
company, failure of the Audit committed to hold meetings with management,
internal auditors and external auditors.</p>



<p>​ ​ ​2.FAILURE OF INTERNAL CONTROLS ​: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ;
​ ​ ​ ​ ​ ​ ​ ​ ​ ;  ;  ;</p>



<p> ;Oando Plc failed to establish an effective system
of internal controls as required under section 61 of the ISA 2007, over its
financial reporting thereby compromising the integrity of the company’s
financial controls and reporting as revealed by the misstatements In the
financial statements, high number of related party transactions and unjustified
disbursements to directors.</p>



<p> ; 3.INCIDENTAL ISSUES ARISING FROM SALE OF A
SUBSIDIARY:</p>



<p>​ ​ ​ ;In 2013, Oando Plc reported the sale of its
subsidiary, Oando Exploration and Production Limited (OEPL) to Green Park
Management Limited without obtaining the approval of the ;​commission, (In
violation of the provisions of the Investment ; and Securities Act (ISA
2007) and the consent of the minister of petroleum (as required under the
Petroleum Act, 1969)</p>



<p>​ ​ ​ ;The purported sale of OEPL enabled Oando Plc
to report a profit instead of a loss, thereby misstating its financial
statement in 2013 and 2014 and consequently misleading investors. This “Fictitious”
profit reported in 2013 enabled “Oando Plc to declare dividends.</p>



<p>​ ​ ​ ​ ;The 2013 misstated accounts and quarterly
reports of Oando Plc were included in the 2014 rights circular, thereby
misrepresenting the financial status of the company to the public in violation
of section 64 of the provisions of the ISA 2007.</p>



<p> ;  ; 4.SUSPECTED MARKET ABUSE:</p>



<p> ;​ ​ ;In 2012, 2013, 2014 and 2015, certain
insiders of Oando Plc sold shares of the Company during “ Closed periods”
despite having knowledge of active closed periods by the company and contrary
to the Rules of the NSE. The insiders include Ocean and Oil Investment Limited
(OOIL-represented by Jubril Adewale Tinubu and Godwin Omamafe Boyo, Ocean and
Oil Development ; Partners OODP represented by Jubril Adewale Tinubu,
Godwin Omamofe Boyo, ; Francesco Cuzzocrea, and ECP African Fund II. PC ( a
company in which Nana Appiah- Korang was director)</p>



<p> ;  ;THIS VIOLATION IS BEING REFERRED TO THE
NIGERIAN STOCK EXCHANCE</p>



<p>​ ​ ​ ​ ​ ​ ​ ;OODP, the major shareholder in Oando
Plc represented by Jubril Adewale Tinubu, Godwin Omamofe Bayo and Francesco
Cuzzacrea authorized the sale of 1,210,000.000 units of OODP share in Oando Plc
valued at N21,455,909,256 the trades took place between January and October 21,
2015 preceding the release of the 2014 audited financial statements on October
23, 2015 in which Oando Plc declared an unprecedented loss of N183 billion,
during this period, these representatives of OODP were insiders of Oando Plc
and had access to material non-public information regarding the poor financial
status of the company commencing December 2104, in violation of the provisions
of the ISA 2007 regarding insider dealing.</p>



<p>THIS VIOLATION IS BEING REFERRED TO THE APPROPRIATE LAW
ENFORCEMENT AGENCY. ;</p>



<p>​ ​ 5.RELATED PARTY TRANSACTION:</p>



<p> ;Oando Plc was involved in several related party
transaction linked to key board members particularly Jubril Adewale Tinubu and
Godwion Omamofe Bayo. Some of the related party transactions were not disclosed
in the company’s 2012 and 2014 financial statements. However an impression was
created in the 2013 and the 2015 financial statements that these disclosures
had been accurately reported.</p>



<p> ; 6.PAYMENT OF INTERIM DIVIDEND DESPITE LIQUIDITY
CONSTRAINT:</p>



<p>In 2014, Oando Plc paid interim dividends when the
company was facing liquidly constraints.</p>



<p> ;  ;7.FALSE DISCLOSURES:</p>



<p>Oando Plc Failed to fully comply with the SEC Code of
Corporate Governance for public companies. The company falsely ; indicated
full compliances with the code in its Annual Reports for 2012 and 2013</p>



<p> ; 8.NON-DISCLOSURE OF BENEFICIAL OWNERSHIP:</p>



<p> ;Alhaji Dahiru Baru&#8217;u Manga failed to disclose his
substantial ownership in Oanda Plc as required by CAMA similarly, Oando Plc
failed to notify the Nigeria stock exchange (NSE) of his shareholding of 5% and
above as required by the rules of the NSE</p>



<p>THIS IS BEING REFERRED TO THE CORPORATE AFFAIRS COMMISSION
(CAC) AND NIGERIA STOCK EXCHANGE(NSE) ;</p>



<p>9.TAX RELATED ISSUES:</p>



<p>​ ​ ​ ​ ​ ​ ​ ​ ​Oando Plc deducted an amount
representing 24% of the dividend paid to shareholders in 2014 as withholding
tax, this exceeded the statutory requirement of 10% as required by the
companies income Tax Act (CITA)</p>



<p>​ ​ ​​ ​ ​Oando Plc failed to comply with several tax
laws such as Companies income Tax Act value added ; tax act, etc</p>



<p>THESE TAX RELATED VIOLATIONS ARE BEING REFERRED TO THE
FEDERAL INLAND REVENUE SERVICE (FIRS) ;</p>



<p>In view of the above violations the commission hereby
directs as follows:</p>



<p>1.​ ​a ​ ;Oando Plc to pay the sum of ​ ​ ​ ;N8,450,000
to the Commission for publishing untrue statement in its 2012 Financial
statements in violation of rule 3 (4) of the SEC Rules and Regulations, made
pursuant to the ISA 2007</p>



<p>b.​ ​ ​ ​ ;N7,850,000 to the commission, for
publishing untrue statements in its 2013 Financial statement, in violation of
Rule 3 (4) of the Sec Rules and Regulations, made pursuant to the ISA 2007</p>



<p>c.​ ​ ​ ​ ​ ;N42,750,000 to the commission , for non-
disclosure of related party transactions in its 2012 Financiam statement in
violation of rule 39 (1&;7) of the SEC Rules and Regulations, made pursuant
to the ISA 2007</p>



<p>d.​ ​ ​ ​ ;â¦30, 625, 000 to the commission, for
non-disclosure of related party transactions in its 2014 Financial Statements,
in violation of Rule 39 (1 &; 7) of the SEC Rule and Regulations, 2013, made
pursuant to the ISA 2007.</p>



<p>2. The under listed Directors of Oando Plc shall
immediately refund to Oando Plc, the total sum of ;â¦145, 767, 316 (One
Hundred and Forty-five Million, Seven Hundred and sixty-six Thousand, Three
Hundred and Sixteen Naira, Only) being remuneration and other benefits paid to
them above the provisions of the Board Charter.</p>



<p>Akinrele Ademola -N24.,351,158</p>



<p>Ammuna Alli -N11 950,000</p>



<p>Engr. Yusuf Njie- N3,115,000</p>



<p>Ike Osakwe- ; N24,351,158.</p>



<p>Oghogho Akpata ; -N28,975,000</p>



<p>Tanimu Yakubu -N24,000,000</p>



<p>Chief Sena Anthony -N11,250 000</p>



<p>Oba Adedotun Gbadebo -N20 000,000</p>



<p>Total ;  ;  ;  ; &#8211; ;
 ;N145,767,316.00</p>



<p>3. In view of the Gravity of the corporate governance
lapses and internal control failures observed in the company, every person who
sat on the board of the company when the failures occurred to wit:</p>



<p>​ ;HRH. Oba Michael Adedotun Gbadebo CFR</p>



<p> ;​ ​ ​ ;Mr. Mobolaji Osunsanya ​ ​ ;</p>



<p> ;  ; Mr. Olufemi Adeyemo</p>



<p>​ ;Mr. Oghogho Akpata</p>



<p> ;​ ​ ​ ​ ​ ;Chief. Sena Anthony</p>



<p>​ ​ ​ ​ ;Mrs. Ammuna Lawan Alli OON,</p>



<p>a. Should resign his/her position from the board of
Directors of Oando Plc, failing which such person would be barred from serving
as a Director in any public company for a period of five (5) years.</p>



<p>Oando Plc should convene an Extra –Ordinary General
Meeting (EGM) on or before July 1, 2019 to appoint new directors and articulate
remedial measures for the observed corporate governance lapses.​</p>



<p>4. For Certification of untrue statements of material
facts in the 2013, 2014 and 2015 financial statements of Oando Plc in violation
of Section 60 (2 (b) (ii) of the ISA 2007, Mr. Jubril Adewale Tinubu (Group
Chief Executive Officer) and Mr. Olufemi Adeyemo (Chief Financial Officer) are
ordered to pay the sum of N91,125,000 (each) to the Commission</p>



<p>5. Mr. Jubril Adewale Tinubu and Mr. ;​ ;Godwin
Omamofe Bayo are hereby barred from being directors of public companies for a
period of 5 years for improper conducts in managing the affairs of Oando Plc to
wit: market abuse, related party transactions not conducted at arm’s length,
misstatements in financial statement and inaccurate disclosures in the
financial statements of Oando Plc</p>



<p>6. All monetary penalties referred to in 1. above, should
be paid to the Commission immediately.</p>



<p> ;  ;  ;Consequently, the Capital market
regulator SEC is urging ;  ;the court to dismiss the suit of the
applicants with substantial cost for ; lacking In merit, as the applicants
are not entitle to the grant to any of the reliefs been sought. ;</p>



<p> ;  ; Meanwhile, the newly presiding Judge,
Ayokunle Faji has adjourned till 24th of June,2019 when the legal battle would
commence.</p>

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