ADIZA KUBURA ADAM vs. SADICO RAHAMA COMPANY LIMITED AND SALIFU MOHAMMED

The applicant, Adiza Kubura Adam, was a shareholder and former director of the 1st respondent company. She resigned as director in 2019 but remained a shareholder. She complained that after the reconstitution of management, the affairs of the company were conducted without notice to her and in disregard of her interests as shareholder. She alleged that no shareholders’ meetings had been called despite repeated requests; that the 2nd respondent was renting out company equipment without proper accounting entries; and that the 2nd respondent and his brother had been appointed directors without notice to her. She therefore invoked sections 218 and 219 of the Companies Act, 2019 (Act 992) seeking declarations of oppression, unfair prejudice, illegality, and an order restraining the 2nd respondent from operating the company until full disclosure was made. Portion relied on: “Applicant is a member of the 1st Respondent company. She contends that the affairs of the company are being conducted in a manner oppressive to her or in disregard of her interest… the Managing Director of the company has failed or refused to call shareholders meeting… the 2nd Respondent is renting out the equipment of the company… [and] the 2nd Respondent and his brother have also been appointed as directors… without her notice.”