NAN reports that the court, Presided over by Justice CJ Aneke, in a ruling on the preliminary objections filed by counsel to EMTS, upheld that the defendant’s prayers in Suit No. FHC/L/CS/153/2018 that there was no direct shareholding relationship between Spectrum Wireless and EMTS, thereby vesting on Spectrum the right to sue EMTS to protect its alleged shareholding in EMTS.
The Court also upheld the defendant’s position that there was no privity of contract between EMTS and Spectrum as Spectrum was not a shareholder in EMTS and could not be said to have been directly affected by the actions of its shareholders – Mubadala Holdings Cyprus Ltd, Myacynth and Etisalat International Nigeria Ltd.
The court further upheld the defendant’s position that if at Spectrum had a right of action, its action should be against PTHNV, the company it originally invested in and not EMTS.
The court, therefore, upheld the submission of counsel to EMTS that not being a shareholder of EMTS, Spectrum lacked the locus standi to bring the suit against EMTS on the basis of any decision taken by the shareholders of EMTS.
The court, therefore, upheld the defendant’s prayers saying that Spectrum lacked the locus standi to sue, adding that the concept of “indirect shareholding/economic interest” claimed by Spectrum was unknown to Nigerian law, which only recognized members of a company as those named in its Register of Members.
Justice Aneke also held that Spectrum is not a party to the credit facilities which it claimed were unlawfully obtained, and its elementary law that only parties to a contract can make judicial claims in respect thereof.
The court, therefore, dismissed the suit in its entirety.
In his reaction to the ruling, the Company Secretary/Legal Adviser, 9mobile, Ore Olajide, said “this was victory for democracy, victory for the rule of law in Nigeria, victory for company law, victory for legal practitioners, victory for corporate lawyers, academia and students of law.
“9mobile will continue to focus on satisfying our numerous customers and stakeholders who have faith in us and have stayed the course with us”.
It is recalled that Spectrum Wireless Communications sued EMTS and 16 other defendants including United Capital Trustees Limited (‘the Lenders’), the Central Bank of Nigeria (CBN) and the Nigerian Communications Commission (NCC) over the sale of the telco.
The company claimed that it acquired indirect holding of 30 per cent of the shares of EMTS after a private placement and was allotted 4,041,096 Class A shares of Premium Telecommunications Holdings NV (“PTHNV”) which owns 99% of the shares in MyaCynth Coperative UA (“MyaCynth”).
The plaintiff also claimed that MyaCynth holds 30 per cent of the shares of EMTS BV
and EMTS BV, holds 99.9 per cent of the shares of EMTS and that EMTS’ syndicated loan from the 2nd to 4th defendant’s and was granted without the requisite statutory approval of the CBN, and can, therefore, not be enforced through the sale of EMTS’ shares and assets by the 2nd to the 14th defendants.
Spectrum also claimed that its investments in EMTS would be lost if 15th to 17th defendants were allowed to effect the sale of EMTS.
Ex-CBN director reacts to FG’s plan to charge VAT on online transactions
Okunronmu gave the commendation in an interview with News Agency of Nigeria (NAN) in Ota, Ogun, on Monday.
He spoke against the backdrop of the disclosure by Mr Tunde Fowler, the Chairman, Federal Inland Revenue Services, in London on Friday that the Federal Government would soon start collecting VAT on online business transactions.
The former CBN director noted that the decision was a right step in the right direction as it would help to generate additional revenue for the country.
‘‘For the fact that people do manual online transactions does not mean they should not pay VAT to the Federal Government,’’ he said.
He however called on the Federal Government to ensure that the VAT should not be more than five per cent.
Okunronmu also advised the Federal Government to look for other means of generating additional revenues to boost the nation’s Gross Domestic Product.
FIRS to impose VAT on online transactions, gives reason
The Chairman of the agency, Mr Babatunde Fowler, made the disclosure in an interview with the News Agency of Nigeria (NAN) in New York on Saturday.
Fowler said: “soon, we will ask banks to impose VAT on online transactions for purchases of goods and services.
“Not that it is something new; it actually should be in existence.
“We will certainly follow up to make sure that every VAT that is due to be collected is collected.”
He explained that the move was part of measures by FIRS to meet its N8 trillion revenue target for 2019.
Fowler said the agency had started taking action against companies and businesses that refused to embrace the Federal Government’s tax amnesty programme.
According to him, FIRS hopes to generate between N750 billion and N1 trillion from the clampdown, which includes closure of defaulters’ bank accounts.
“We are going after everybody. I am sure you have heard that we have placed lien on some accounts of defaulters that have a billion naira turnover annually.
“So certainly, we are not leaving anyone out of the tax net,” he said.
Officially known as the Voluntary Asset and Income Declaration Scheme, the tax amnesty programme was launched in 2017.
It gave tax defaulters a one-year period of grace to declare and settle their unpaid taxes.
There have been complaints by some taxpayers of being wrongly targeted by FIRS in the clampdown.
Asked to comment on that, Fowler admitted, as he blamed it on “administrative error,” arising from the huge number of accounts involved.
“Well, there is certainly one or two instances where we made administrative error, but when you are looking at over 50,000 accounts, there is a tendency that sometimes an error might be made.
“For those that we made errors on, I wrote them personally apologising and of course we lifted the lien on their accounts.”
On plans by the Joint Tax Board to raise the country’s tax population to 45 million, Fowler said the agency was relying on multiple information sources.
These, according to him, include the country’s Bank Verification Number database and sister agencies with relevant information.
‘We’re Not Indebted To UBA’ — Sahara Energy Responds To UBA’s Winding-Up Petition
Sahara Energy Resource Limited (SERL) says it is not indebted to the United Bank for Africa (UBA) neither did it grant a direct guarantee to UBA on any loan transaction that the bank could unilaterally enforce or sue on.
Sahara Energy stated this on Saturday in its response to UBA’s filing of a winding up petition against it at a Federal High Court in Lagos.
UBA had said the petition was based on a N15 billion indebtedness of KEPCO Energy Resources Limited (KEPCO), which Sahara Energy had stood for as guarantor.
But, in its response, SERL denied the accusations and promised to legally pursue the matter to its very end.
“The attention of Sahara Energy Resource Limited (Nigeria) (‘SERL’) and the entire Sahara Group has been drawn to a publication in the Guardian Newspaper of 11th April 2019 made by United Bank for Africa Plc (‘UBA’) and their counsel pursuant to the ex parte order made by the Honorable Mr. Justice Liman of the Federal High Court, Lagos Division, in Suit No. FHC/L/CP/387/19 pursuant to a winding up petition in Suit No. FHC/L/CP/387/19,” read an official stated on its website.
“Sahara has reviewed the publication and wish to comment as follows:
“SERL is not indebted to UBA, has no outstanding facilities with UBA nor did it borrow any money from UBA in any loan transaction that is the subject matter of either the civil petition (FHC/L/CP/387/19) or the civil summons (FHC/L/CS/387/19 as advertised) that formed the subject of the ex parte order;
“SERL did not grant a direct guarantee to UBA on any loan transaction that UBA could unilaterally enforce or sue on;
“SERL and one of its affiliate companies, NG Power-HPS Limited sued UBA in Suit No. FHC/L/CS/236/19 at the Federal High Court, Lagos, on 13th February 2019, claiming a number of declarative and injunctive remedies relating to unorthodox methods employed by UBA in relation to its dealings with the Plaintiffs.
“UBA, on 12th March 2019 sued New Electricity Distribution Company Limited and SERL along with two other institutions, First Trustees Limited and Ecobank Capital Limited in Suit No. FHC/L/CS/382/2019, by way of Originating Summons, claiming certain declarations and injunctions to which SERL has filed full and comprehensive response.
“The two suits in paragraphs 3 and 4 have been set down for hearing before the Federal High Court in Lagos on 30th May 2019.
“While the above two suits are pending and have been set down for hearing, UBA commenced a third suit on the 13th of March, and applied ex parte, (and without putting SERL on notice before serving the petition) obtained an order ex parte to advertise the petition.
“The petition was only served on SERL at about 12.25 p.m. on 11th April 2019 after it has been advertised as aforesaid.”
Sahara Energy added that its lawyers had been duly instructed and had taken all necessary steps to ensure that the order is discharged or set aside as soon as practicable.
“SERL and the entire Sahara Group will vigorously pursue and defend UBA’s petition to its logical conclusion with a view to dismissing the petition,” it said.
“We assure our esteemed clients, bankers, suppliers, stakeholders and the general public that SERL and its legal team are taking all lawful steps to ensure that SERL interest is vigorously defended and SERL has implicit confidence in the Nigerian judiciary to resolve the matter and dispense justice between the parties.
“SERL will provide periodic updates to its esteemed clients, suppliers and bankers as may be necessary, of steps being taken in connection with the suits and the results of effort to set aside the order and strike out the suit.”
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