Appeal Court Sets Aside Directive on Bastanchury Power Solutions’ AGM, Imposes N500,000 Fine

The Lagos Division of the Court of Appeal has overturned a Federal High Court ruling that mandated Bastanchury Power Solutions to hold a compulsory board meeting and Annual General Meeting (AGM).

In a unanimous ruling, the appellate court set aside the lower court’s judgment and awarded N500,000 cost against the respondents.

The case originated from a suit marked FHC/L/CS/319/2023, filed by Fenchurch Energy Nigeria Limited, Mr. Funsho Adeyemi, and Mr. Femi Bakare, against Bastanchury Power Solutions, FBNQUEST Trustees Limited, and Stanbic-IBTC Trustees Limited, who served as trustees of Africa Infra Plus Funds.

The trial court’s decision had included orders compelling Bastanchury Power Solutions to hold a compulsory AGM and conduct an audit of the company’s accounts, as well as appoint an independent external auditor to review the financial operations of the company’s funds manager, African Plus Partners Nigeria Limited.

The appellants, dissatisfied with the ruling, appealed through their counsel, Ayoola Ajayi, SAN and Ahmed Raji, SAN.

In his lead judgment, Justice Jimi Olukayode Dada, who presided over the case, ruled in favour of the appellants, stating that Fenchurch Energy, as a minority shareholder, was not entitled to the injunctions granted by the trial court.

The appellate court held that the lower court had effectively “held the appellants to ransom” with its orders.

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The Appeal Court dismissed the suit and set aside the judgment delivered by the Federal High Court on July 22, 2024, affirming that the appeal had merit. It awarded N500,000 in costs against the respondents.

The plaintiffs had sought various reliefs, including a compulsory AGM, the appointment of an independent auditor to review the financial activities of the first and second defendants, a perpetual injunction preventing unilateral dealings with Bastanchury Power Solutions’ assets and funds, and mandatory disclosure of related financial holdings.

The trial court had granted all of these reliefs, but the Appeal Court ultimately disagreed with the lower court’s ruling.