A Chartered Accountant, Oladapo Apara, has dragged a tax Consultancy firm, Alpha-Beta Consulting Limited, before a Lagos Federal High Court, over alleged refusal of the firm, to pay him N18 billion, being the total sum of his share profit, for the period he worked with the firm.
Apart from the said alleged unpaid share profit, Oladapo, who claimed in his petition against Alpha-Beta, claimed to have worked with the tax collecting firm between 2002 to 2010, also alleged that he was forcefully disengaged from the firm, when he persistently asked for his share profit from the firm that earned N60 billion as his consultancy fee from Lagos State government between the period of 2002 to 2010.
Consequently, the Chartered Accountant is seeking an order of the court compelling Alpha-Beta and its directors to pay him N18 billion, as his annual share profit and other sums adjudged due to him in the firm, from the January 1, 2002 to June 2010.
He also seeking an order of the court directing Alpha-Beta and its Directors to acquire the 6million shares he held in firm, upon the proper valuation of same by a reputable Chartered Accounting Firm. And an order directing the firm and its Directors to pay him (who holds 6 million Ordinary Shares in the Company), his annual share profit and other sums adjudged due to him from June 21, 2010 to the present.
He further asked the court for a declaration that his forceful from the management of Alpha-Beta by the other Directors of the Company, a Company in which he holds 6million ordinary shares of the company is unfair, prejudicial and against his interest as a shareholder and Director in the company.
He also wants the court to declare that the forceful take-over of Alpha-Beta consulting limited by the other Directors of the Company, a company in which he holds 6million ordinary shares of the company, is unfair, prejudicial and against his interests a Shareholders and Director in the firm.
He also wants the court to declare that the acts or omission of the company and its Directors in refusing and or neglecting to prepare and provide him (who holds 6 million ordinary shares of the company), the Financial Statements of the Respondent company from January 1, 2002 to the present is contrary to Section 334 of the Companies & Allied Matters Act 2004 and therefore prejudicial to the Petitioner.
The Chartered Accountant, who is also a Tax Consultant, said his petition against Alpha-Beta Consulting Limited, is pursuant to Sections 310 and 311 of the Company and Allied Matter Act, 1990, and Order 5 of the Federal High Court, Civil procedure rules 2010.
Oladapo stated in the petition that sometime in 2000, he solely prepared and presented a proposal to the Lagos State Government on the need to provide consultancy Services to the State using his firm, Infiniti Systems Enterprises, in deploying proper application of computerisation and the networking of all revenue collection points in the State including the commercial banks to track, reconcile and boost the Internally Generated Revenue (lGR) of the State.
He stated that after series of meetings With Lagos State Government officials, he was then invited to see the then Executive Governor of Lagos State to further discuss his proposal and it was suggested to him by some of the then Lagos State Government officials that certain People would hold share equity in the company to be incorporated for and On behalf of some individuals in the State.
He stated that in 2002, Alpha-Beta Consulting Limited was incorporated and his proposal was accepted by the Lagos State Government, while one Olumide Ogunmola and Mr Adegboyega Oyetola became shareholders in the company. He added that at incorporation of Alpha-Beta, its shares were allotted in the following manner: himself 6 million; Mr Olumide Ogunmola 8 million and Mr Adegboyega Oyetola 6 million respectively.
He further stated that upon incorporation of the firm, the Lagos State Government in 2002 based on the acceptance of his proposal, awarded a Consultancy Services Contract to Alpha-Beta for the assessment and collection on behalf of the Sate Government, all taxes and Internally Generated Revenue (IGR) which are payable to the State at a 10 percent Consultancy Fee.
He added that due to the introduction of computerization and networking of collection points in the State by him, the State’s IGR grew from N10 billion per annum in 2002 to N300bn annually. And that between the period 2002 to 2010, the Alpha-Beta earned the sum of N60 billion from, the Lagos State government for its consultancy fees. And that from the consultancy fees received from the State by the Respondent company, he became entitled to share from payment in the sum of N18 billion from 2002 to 2010.
The Petitioner stated that in 2010, he and other shareholders agreed to transfer the operations of the Respondent’s company to another entity called ALPHA BETA CONSULTING Limited, Which Was then registered under the Partnership Law of Lagos State, which made it for the firm to continued its amass expansion in other areas and earning profit from the said expansion.
He said, though, he was in Alpha-Beta Consulting Limited as Deputy Managing Director, he had no control over the funds and its financial record. And that for several years that he demanded for the financial statements of the company from 2002 to the present and the payment of his accrued and outstanding share profit from the huge profit of the company earned from the Lagos State Government for its consultancy services from the other Directors and shareholders of the company.
He further stated that when his demands for the share profits payments became persistent, he was harassed, intimidated, threatened and eventually forced out of the management of the company and had to run out of the country for fear of his life.
He added that before his forceful exit from the firm, one of the shareholders and director of the Respondent company, warned him to handover the management of the company to a certain Akin Doherty, who was a one time Commissioner of Finance in Lagos State. Adding that upon the forceful hand over, he fled the country and the firm now fell into the full control of the Managing Director, Akin Doherty, Mr. Tunde Badejo and other powerful politicians in the State.
The petitioner stated further that after several demands by him was not acceded to, he thereafter filed an action in the Lagos High Court in Suit No. LD/ADR/1990/2018 for payment of his shares from prom and other sums due to him. While also filed a Derivative Action pursuant to section 300 of the Companies & Allied Maters Act 2004 in Suit N0. FHC/L/cs/1408/18 against the respondent and its Directors, in the Federal High Court Lagos
He stated that he withdrew the suits, when the company and its directed undertook to pay him his entitlements, but only to reneged.
He also included that he believes that the affairs of the company are being conducted in a manner that is oppressive and unfairly prejudicial to him and his interest both as a shareholder and Director in the company.
He also stated that the present company’s management have been involved in the evasion of payment of corporate taxes to the State which occasioned his Petition to the Economic and Financial Crimes Commission in 2018.
However, Alpha-Beta Consulting Limited, has urged the court to dismiss the Chartered Accountant’s suit against it for being frivolous, misrepresentation of material facts, untrue, irrelevant facts and statue barred.
The firm in its counter-affidavit deposed to by one of its employees, Aremu Afolabi, stated that the petitioner’s application is superfluous and unnecessary, as it has up-to-date, and regularly files annual returns at the Corporate Affairs Commission (C.A.C) and that the said annual returns are available in the public records of the Commission.
The reliefs sought in the Application can be taken care of by the Annual Returns filed by the Respondent company at the Commission.
It also stated that the petitioner’s application praying the court for an order directing the banks to provide Messrs KPMG certified copies of it’s bank statements and records of accounts and such other financial information, being bankers’ books, for the period 2002 to date, is not justify as the banks are not party in this suit, KPMG is not a juristic, natural or artificial person and that the the petitioner’s failed to show any special cause why the Banks or any of them should be compelled by the Court to produce its banker’s books to Messrs KPMG on his behalf, when none of the Banks is a party to this suit.
The deponent further averred that the petitioner’s affidavits are untrue on non payment of share profit, saying that the petitioner, being the firm’s Deputy Managing Director, paid himself at least his share profit throughout his employment with the company.
Adding that firm’s incorporation and throughout the operating period of the Respondent company between 2002-2010, the petitioner was an integral part of its decision-making process. The “”9”” (a) on behalf of the Respondent. ‘eBu’irlv signed documents required to be signed by a director of the Respondent and also signed d°wmems l’e’ating to the drawdown of funds from bank account of the respondent.
He also stated that there was no outstanding share profit, as the petitioner never demanded for any share profit because none was owed or outstanding to him. Adding that it is not true that the company is being or has been controlled by “Akin Doherty and other powerful politicians in the State, as Mr. Akin Doherty was not, is not, and has never been, a director, employee, officer or shareholder Of the Respondent company.
The deponent also vehemently rejected the petitioner’s claim that he was ”forced” out of company, but he was advised to vacate his role as the firm’s Deputy Managing Director, due to his lack of good corporate governance practices and his engagement in unethical and fraudulent practices.
The deponent therefore urged the court to refuse the petitioner’s application in the interest of justice, as it is frivolous, misrepresentation of material facts, untrue, irrelevant facts and statue barred.