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NICN - JUDGMENT

IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE ABUJA JUDICIAL DIVISION

HOLDEN AT ABUJA

BEFORE HIS LORDSHIP HON. JUSTICE R. B. HAASTRUP

29TH JULY 2026 

SUIT NO: NICN/ABJ/53/2025

MRS. VICTORIA ANWULI IRABOR ..……………………………………………………… CLAIMANT

AND

THE NIGERIAN SECURITY PRINTING AND MINTING PLC ………………….. DEFENDANT

LEGAL REPRESENTATION:                                                                                          

P.I.N. Ikwueto (SAN) with E. N. Ikwueto, Celestine Ezeokeke, M. U. Obi Obiora, Mark David Nnebedum, J.C. Ugonabo, Bonnie Agi and Chinezie Okonkwo-Okon for the Claimant

S. T. Abar Esq., Sarah Yakubu with Ubong Udoekpo Esq. for the Defendant

JUDGMENT

[1] In prosecuting this case, the Claimant commenced same vide a Complaint, Statement of Facts, her witness statement on oath alongside other accompanying processes dated 18th February 2025 but filed 21st February 2025 seeking the following reliefs against the Defendant:

  1. A declaration that the verbal notice given by the Chairman of the Defendant at the meeting held on 10th July 2024 purporting to direct the Claimant to resign her position/appointment as the Company Secretary/Legal Adviser of the Defendant is ineffective, null and void, and of no effect.
  2. A declaration that the ‘Notice of Intention to Remove You as Company Secretary’ dated 18th July 2024 issued by the Defendant to the Claimant based on “the ongoing management restructuring” is unlawful/ultra vires and contrary to the terms of the Claimant’s employment, Public Service Rules of the Federation.
  3. A declaration that the Claimant is a public servant and her employment as Company Secretary/Legal Adviser of the Defendant is regulated by the terms of her employment, the Defendant’s Handbook, and the Public Service Rules.
  4. A declaration that the employment of the Claimant as Company Secretary/Legal Adviser of the Defendant is governed and protected by the National Corporate Guidelines, the Companies and Allied Matters Act (CAMA).
  5. A declaration that the Notice of suspension as Company Secretary dated 6th August 2024 is unlawful, null, void and of no effect.
  6.  A declaration that the Notification of removal as Company Secretary dated 14th February 2025 is unlawful, null, void and of no effect.
  7. A declaration that the Claimant is entitled to remain in office as the Company Secretary/Legal Adviser of the Defendant in accordance with the terms of her employment, the provisions of the Public Service Rules and other statutory/Regulatory provisions relating to her employment.
  8. A declaration that the locking out of the Claimant from the Defendant’s computer systems and denial of access to the computer system by Defendant is unlawful and in violation of the Claimant’s employment as the Company Secretary/Legal Adviser of the Defendant.
  9. An order of injunction restraining the Defendant acting by itself, its officers, agents, privies or otherwise howsoever from interfering with the Claimant’s employment as the Company Secretary/Legal Adviser of the Defendant.
  10. An order of injunction directing the Defendant by itself, its officers, agents, privies or otherwise howsoever, to grant access to the Claimant tot the systems in operation by the Defendant as the Company Secretary/Legal Adviser of the Defendant.
  11. An order compelling the Defendant to pay the Claimant her lawful and accrued entitlements, unpaid salaries and allowances as the Company Secretary/Legal Adviser of the Defendant from July 2024 until the hearing and determination of this suit
  12. An order for the payment of interest at the rate of 10% on the amount adjudged as owed to the Claimant as accrued entitlement, unpaid salaries and allowances from July 2024 till the date of hearing and determination of this suit and thereafter at the rate of 10% per annum until the total amount is fully paid.

Particulars of entitlements

  1. A Car.
  2. Unpaid salaries and allowances as itemized in the Claimant’s contract.
  3. A generator.
  1. N500, 000, 000. (Five Hundred Million Naira) as Exemplary damages.
  2. Cost of this action being the sum of N25, 000,000 (Twenty-Five Million Naira).

[2] Responding to Claimant’s originating processes, Defendant filed a Statement of Defence and other processes on 4th April 2025 denying the Claims in the Complaint and upon service of same on the Claimant, a Reply to the statement of Defence dated 4th June 2025 was filed on 10th June 2025 to close pleadings.

 

[3] Trial commenced on 2nd December 2025 with Claimant testifying for herself as CW1 and tendered several documents which were admitted and marked as Exhibits C1-C19 in addition to a flash drive admitted as exhibit C20. On its part, the Defendant on 17th February 2026 opened and closed its case after calling one witness in person of Mr. Mutairu Haruna, the Senior Manager Legal of the Defendant (DW1) through whom Exhibits D1-D3 were tendered before closing their defence.

After closing their cases, Defendant’s counsel filed his Final Written Address dated and filed on 7th April 2026, whilst the Claimant’s final written address in response is dated and filed 28th April 2026, and Defendant’s Reply Address was dated and filed 8th May 2026. The addresses were all adopted on 17th June 2026.

Claimant’s Case 

[4] The Claimant’s case is predicated on the facts that she was employed by the Defendant via an offer of appointment as Company Secretary/Legal Adviser on 12th April, 2023 (Exhibit C1) resulting from a transfer of service from the Railway Property Management Company Limited, thus qualifying her employment as statutory. She had asserted that her employment with the Defendant is governed and regulated by Defendant’s Employees Handbook (Exhibit C9), terms of employment as contained in her letter of employment (Exhibit C3) and the Companies and Allied Matters Act, 2020.

[5] Claimant claims that on 10th July 2024, upon the instruction of the Chairman of the Defendant (Ms. Emem Usoro), she convened a meeting of the Executive Management of Defendant where she was verbally directed to tender her resignation, the executive management members inclusive; which she declined. Consequently, she was served with a Notice of intention by the Board of Directors to remove her as Company Secretary/Legal Adviser (Exhibit C13) on grounds of company restructuring. She protested against same vide Exhibit C14. Claimant asserts that she was later suspended on 6th August 2024 through Exhibit C15 and eventually a letter of removal as Company Secretary/Legal Adviser (Exhibit C18) dated 14th February 2025 was served on her wherein she was also requested to report to the Ag. Managing Director and Chief Executive for reassignment of duty.

Prior to the last sequence of events, Claimant alluded that she had been locked out of her office and denied access to the company’s computer systems among others, which all culminate in her grouse and claims for reliefs before the Court.

 

Defendant’s Case       

[6] The summary of the Defendant’s case hangs on the denial of any liability to the Claimant stressing that no meeting was convened either on the 10th of July, 2024 or on any other date at which the Chairman of the Defendant or any other person verbally asked Claimant to resign. Furthermore, that the Claimant was never locked out or denied access to the Company’s Computer systems prior to her suspension and subsequent removal as Company Secretary of the Defendant; it also denied terminating Claimant’s employment, rather, that her removal as Company Secretary followed due process and upon which Claimant was asked to report for reassignment of duty, but she has refused to report to the Ag. Managing Director & Chief Executive of the Defendant for same.

 

Defendant maintained that Claimant’s employment is governed by the provisions of the Companies and Allied Matters Act, 2020 which empowers it to remove the Claimant in line with the provisions of the Act. Also, that Defendant was undergoing restructuring which necessitated the redeployment of the Claimant alongside other staff members of the Defendant.

 

Claimant’s Counsel Final Written Address and Legal Submissions

[7] Claimant’s Counsel proposed four (4) issues in his final written address for determination to wit;

a. Whether the Claimant’s appointment as Company Secretary/Legal Adviser of the Defendant, being an appointment to a statutory office under sections 330-336 of CAMA 2020, and as a transfer of service from an agency of the Federal Government is clothed with statutory flavour and protected by the Public Service Rules such that any removal therefrom carried out not in strict compliance with section 333 of CAMA and the Public Service Rules is null and void.

b.         Whether, having regard to the pleadings, evidence and Record of proceedings, the Defendant lawfully and validly initiated and executed the suspension/removal of the Claimant as Company Secretary/Legal Adviser.

c.         Whether the Defendant’s conduct including lock-out, denial of access, backdating removal, and failure to prove compliance with statutory and contractual procedures constitutes illegality, breach of fair hearing and unfair labour practice entitling the Claimant to the declaratory and injunctive reliefs.

d. Whether the Claimant is entitled to the monetary and ancillary reliefs sought (salary/allowances from July 2024, interest, exemplary damages and cost)

Claimant’ Counsel Submissions

Issue One

[8] Claimant’s counsel submitted to the effect that Claimant’s appointment into the Defendant was as Company Secretary and that being a public company, the provision for that office is statutorily backed up by section 330 of CAMA, whilst noting that the procedure for appointment and removal from the office is also regulated by section 332-333 of same CAMA. Thus, he narrowed his conclusion to the point that Claimant’s employment is one with statutory flavour; urging the Court to so hold. Counsel cited in support of his stance the cases of OLANIYAN V. UNIV. OF LAGOS (1985) 2 NWLR (PT.9) 599 and CBN V. IGWILLO (2007) 14 NWLR (PT.1054) 393 @ 420.

To further buttress the claim of Claimant’s employment being clothed with statutory flavour, counsel referred the Court to exhibit C5 dated 8th May 2023 wherein the Defendant wrote to the Head of Service of the Federation requesting its approval for appointment of the Claimant upon a transfer of service from the Railway Property Management company Limited, a statutory corporation regulated by the PSR. Hence, that since her previous employment was statutorily backed, and she was coming in by way of transfer of service to the Defendant, it meant she continued to enjoy the statutory nature of her employment. 

[9] Equally, that Claimant’s employment is of dual capacity: as company secretary which counsel stated is regulated by sections 332-333 of CAMA, as Legal Adviser which he claimed is regulated by the PSR. He relied on the authority of ELIJAH EZEKWERE V. GOLDEN GUINEA BREWERIES LTD (2000) 8 NWLR (PT.670) 648 @ 660 in emphasizing the statutory covering given to a company secretary as against the arguments made by the Defendant that such position even though a statutory creation, it is merely recognized as part of the governance structure of a company.

Again, it was posited on behalf of Claimant that Defendant misconceived the claims as Claimant is not contending that she has a permanent right to the position of Company Secretary/Legal Adviser, rather, that going by clause 4 in her exhibit C1 and other regulating documents/provisions, her employment is protected by statutes and she can only be removed in strict compliance with the statutory requirements.

That the cases of NICON INSURANCE LTD. v. ABDULATEEF & ORS (2024) LPELR-62102(CA) (PP. 20 PARAS. A), BFI GROUP CORPORATION V. BPE (2012) LPELR-9339(SC) AT PAGES 23-24 PARAS. C and LONGE V. FBN PLC (2010) LPELR-1793 (SC) (PP.71-72, PARAS. F) relied upon by the Defendant, are inapplicable in determining the cardinal issues in this case.

[10] Additionally, that notwithstanding the feeble denial of the Defendant witness, he still admitted that Defendant is an agency of the federal government. Thus, that going by Rules 020907 and 020908 of the PSR, it has provided the modes of leaving the service to include abolition of an office, reorganization or redundancy; or reaching the mandatory age of retirement. Also, that even though chapter 10 provides for removal on disciplinary grounds, that situation is inapplicable here.

In challenging the testimony of DW1 to the effect that there is no person occupying the office of company secretary in the Defendant, counsel to the Claimant argued that nothing has been placed to show such office was abolished.

[11] Claimant counsel highlighting on the areas of shortcomings in resulting in Claimant’s unlawful removal as Company Secretary/Legal Adviser of the Defendant pointed out firstly that notwithstanding the denial by Defendant that there was no meeting held on 10th July 2024 where Claimant was verbally instructed to resign, exhibit C20 (flash drive) presented and played before the Court proved the contrary. Secondly, that the issuance of exhibit C13 (Notice of intention to remove you as Company Secretary/Legal Adviser dated 18th July 2024) was also procedurally faulty as no meeting of the Board of Directors was held prior to its issuance and that it goes contrary to sections 332-333 of CAMA. Thirdly, counsel equally faulted the issuance of exhibit C15 (Notice of suspension as company Secretary dated 6th August 2024) predicated on an emergency Board meeting held on 12th July 2024 for the fact that neither was the notice of the said meeting pleaded nor was it tendered before the Court. Hence, he prayed the Court to interpret same as withholding evidence contrary to section 169 (d) of the Evidence Act 2011 and citing CBN V. ARCHIBONG (2021) 10 NWLR (PT.721) 492 @ 510-511 among others.

[12] It was further noted that Claimant was not given notice of any meeting, she was only notified of her removal as company secretary vide exhibit C18 dated 14th February 2025 upon a purported meeting held on 18th December 2024 which produced the special resolution in exhibit D3, and that DW1 testified he did not plead the notice of the said meeting which Claimant counsel emphasized is a mandatory requirement under section 333 (2) of CAMA. Thus, counsel concluded from the above that Claimant’s removal as company secretary was ultra vires, null and void.

[13] Regarding Claimant’s position as Legal Adviser for which it has been shown by virtue of exhibit C8 (i.e. the PSR), that her employment is one with statutory flavour which cannot be determined without complying with relevant statutory provisions, Counsel reiterated the lapses elucidated above and urged the Court to find the actions of the Defendant as unlawful and void in view of the provisions of sections 330-333 of CAMA.

Issue Two

[14] Addressing the question here, Claimant counsel relayed the lapses argued in issue one relating to the steps undertaken by the Defendant in removing Claimant from her position as company secretary and went further to argue that Exhibits C18/D2 dated 14th February 2025 which removed Claimant as company secretary effective from 18th December 2024 is defective as it sought to deny Claimant her entitlement retroactively as well as launder their acts of illegality.

More so, that nothing was placed before the Court to substantiate the assertion in Exhibit C13 that the ground for removing Claimant was restructuring since the acts of secretive lock out and backdated deprivation of entitlements were what followed as against a redundancy/redeployment procedure carried out through consultation, transparency and protection of entitlements.

Additionally, that the claim of ‘reassignment’ of Claimant was nothing but an afterthought which the Court was urged to ignore even in the face of the fact that no company secretary has been appointed to fill in the position since removing Claimant which is a statutory requirement for a public company like the Defendant. That the foregoing is summed up in the fact that Claimant was locked out from having access to the work place hence, that in reality, it was a termination disguised as reassignment urging the Court to so hold and resolve issue two in Claimant’s favour.

Issue Three

[15] Claimant’s counsel while admitting the disciplinary right and powers of an employer over its employee noted that same must be done in line with the principles of fair hearing as espoused in GARBA V. UNIV. OF MAIDUGURI (1986) 1 NWLR (PT.18) 550, and in line with the procedure laid out in the employment contract or terms regulating it, citing in support IMOLOAME V. WAEC (1992) 9 NWLR (PT.265) 303.

[16] Having argued that the PSR guided the transfer of Claimant to the Defendant, counsel pointed out that section 254C (1) (f) (h) and (2) empower this Court to apply international best practices in labour, employment and industrial relations in order to remedy unfair labour practices. He cited a plethora of cases on the point including EBERE ONYEKACHI ALOYSIUS V. DIAMOND BANK PLC (2015) 58 NLLR (PT.199) 92 (NIC).

Claimant’s counsel itemized the following as acts of unfair labour practice:

  1. Attempted coercion of Claimant to resign
  2. Lock-out form computer and access to work place
  3. Failure to operationalize any genuine reassignment
  4. Backdated removal
  5. Propaganda to humiliate or delegitimize Claimant etc.

Flowing from the above, it was submitted that the Court can grant both declaratory and injunctive reliefs against the acts of the Defendant meant to continue dealing unlawfully with the Claimant while still claiming her employment subsists. Also, that the evidence in the record of proceedings of the Court stands as a sword against the narrative of the Defendant’s case and the Court should in the face of their manifest inconsistencies prefer Claimant’s case and resolve issue three in her favour.

Issue Four

[17] In relation to issue four, Claimant counsel submitted that it is trite that a Claimant succeeds on the strength of his case and not on the weakness of the defence; that in the instant case, Claimant has led credible evidence to establish her employment, the breaches alleged against the Defendant and the protests made by the Claimant amongst others: however, that the Defendant has not been able to knock down the Claimant’s case and in the face of the procedural irregularities employed by the Defendant, Claimant is entitled to the reliefs sought.

As a corollary to the above, counsel to the Claimant posited that contrary to the assertion that Claimant did not plead stoppage of payment of her salaries, allowances and other entitlements. He maintained that such was contained in Claimant’s relief k under consequential order including payment of salaries/entitlements from July 2024 and that exemplary damages flowing from Defendant’s brazen conduct should also be granted.

In conclusion, counsel urged the Court to find and hold that the Claimant has proved her case to entitle her to the reliefs sought.

 

 

Defendant’s Counsel Final Written Address 

[18] Defendant’s counsel distilled a sole issue for the determination of the Court to wit:

“Whether having regard to the extant provisions of the Companies and Allied Matters Act, 2020 and the legally admissible evidence before this Honourable Court, the Claimant is entitled to the reliefs sought.”

 

Defendant’s Counsel Legal Submission on Sole Issue

[18] Defendant’s counsel submitted that the Claimant’s case is predicated on a fundamental misconception of the law, to the effect that she possesses a right to remain in office of Company Secretary which is not supported by any statutory provision or contractual term in her letter of employment. Referring to Section 333 of the Companies and Allied Matters Act 2020 (CAMA), counsel submitted that it merely recognizes the office as part of the corporate governance structure of a company, with the power to appoint and remove a Company Secretary vested in the Board of Directors but does not confer security of tenure nor create any vested or immutable right in favour of the office holder. That evidence before the Court demonstrates Defendant complied with and exceeded the statutory requirements when it removed the Claimant from the position.

Also, that the Claimant has failed to place before this Court any provision of either CAMA or term in her contract of employment, guaranteeing her a permanent right to occupy the office of Company Secretary. Counsel to the Defendant relied on Clause 4 of Exhibit C1 in positing that it empowers the Defendant to redeploy the Claimant as it did, while urging the Court to give effect to those terms of contract between the parties as binding to which he relied on the authority of NICON INSURANCE LTD. v. ABDULATEEF & ORS (2024) LPELR-62102(CA) (Pp. 20 PARAS. A), BABA V. NIGERIAN CIVIL AVIATION TRAINING CENTRE & ANOR (1991) LPELR-692(SC) (PP. 11 PARAS. F) and ELABANJO & ANOR V. DAWODU (2006) LPELR-1106(SC).

[19] Going further, it was argued that the office of Company Secretary is recognized under Sections 330-333 of the Companies and Allied Matters Act, 2020 (CAMA), as a corporate office within the governance structure of a company,  that the contractual employment relationship between the company and the individual occupying that office as per the rights and obligations of the individual, remain governed by the contract of employment, citing in support LONGE V. FBN PLC (2010) LPELR-1793(SC) (PP. 71-72 PARAS. F) and NICON INSURANCE LTD. V. ABDULATEEF & ORS (SUPRA).

Defendant counsel reiterated that going by Exhibits C13, C15, C18 and D3 Defendant has clearly demonstrated it complied with the provisions of Section 333(2) and (3) of the Companies and Allied Matters Act, 2020 in relieving the Claimant of her office as Company Secretary.

[20] However, that assuming without conceding a meeting held on the 10th July, 2024 at which the Claimant was verbally requested to resign, it is noteworthy that she had admitted during cross examination that she declined to heed the advice/request; she admitted subsequently receiving and responding to Exhibits C13, C15 and was aware of the Annual General Meeting of the Defendant held on the 18th December, 2024 which produced the Resolution to remove her (Exhibit D3). Hence, that the Claimant’s reliance on an earlier verbal request to resign as basis of her Claims in Court, is of no moment and cannot invalidate a formal corporate decision taken in accordance with statute.

Additionally, Defendant counsel restated the settled position of law that an employer retains the managerial prerogative to organize its internal affairs, and the Courts have consistently declined to interfere with such decisions except where they are shown to be in breach of an express contractual or statutory provision which he states is not the situation here. The case of ADEBAYO V. VICE-CHANCELLOR, FEDERAL UNIVERSITY OF TECHNOLOGY, AKURE & ANOR (2019) LPELR-48208 (CA) (PP. 27-31 PARAS. E), was referenced in support of their stand.

[21] Counsel here equally faulted Claimant’s relief for injunction against the Defendant with a view to securing an order of reinstatement as Company Secretary on the ground that Exhibit D2 and Exhibit C18 establishes she was not dismissed but merely directed to report to the Acting Managing Director & Chief Executive for reassignment. Thus, that the relief she seeks is non-justiciable and unsupported by any statute nor contract and he prayed the Court to refuse same.

Defendant counsel further reiterated that Claimant is misconceived in equating her removal from the office of Company Secretary with a termination of her employment, which he noted is not the case. He maintained that the cessation of the office of Company Secretary without more, does not amount to a termination of employment.

[22] Flowing from the foregoing, Defendant counsel pointed out that Claimant seeks a combination of declaratory, injunctive and monetary reliefs and that the law is settled that such reliefs are not granted as a matter of course, for a Claimant must succeed on the strength of her own case and not on the weakness of the defence; leaving her with the burden of presenting cogent, credible and compelling evidence as held in DUMEZ (NIG.) LTD v. NWAKHOBA (2008) LPELR-965 (SC) (Pp. 13 - 14, PARAS. F – E).

Despite lack of proof, Defendant’s counsel posited that Claimant’s admission under cross-examination that she stopped reporting for duty after declining the advice to resign is fatal to her case and requires no further proof. Citing the case of MBULA TRADITIONAL COUNCIL & ORS V. ESTATE OF THE LATE BENJAMIN NWAZUE & ANOR (PP. 21 PARAS. C) on the point.

[23] That the declaratory relief seeking to entitle the Claimant to remain in office as Company Secretary is legally untenable as Courts will not compel the retention of a person in a particular office since it will amount to a direct interference with the Defendant’s managerial discretion and internal administration. He also, reiterated his submission regarding the injunctive relief and added that Claimant had been removed since 18th December 2024 as per Exhibit D3 (a completed act), well before the institution of this Suit on 21st February 2025; that injunction is meant to be preventive and not restorative and relied on EZEBILO V. CHINWUBA (1997) 7 NWLR (PT.511) 108 C.A to substantiate his position among others.

With respect to Claimant’s monetary claim for “accrued entitlements, unpaid salaries and allowances”, it was argued that they are equally defective being in the nature of special damages which must be specifically pleaded and strictly proved as held in NNPC v. CLIFCO NIG. LTD (2011) LPELR – 2022 (SC) (Pp. 33 PARAS. A-A) and AG OYO STATE V FAIRLAKES HOTELS [1989] 5 NWLR (PT. 121) P.278, PARAS. E-F). This is in addition to the claims that no particulars were given nor proved e.g., the specific sums allegedly owed; no breakdown or computations and that the claims remain vague and speculative which the Supreme Court has warned against such imprecise claims in UNION HOMES SAVINGS & LOANS PLC & ANOR V. UBN (2022) LPELR – 58242 (CA) (PP. 21-22 PARAS. F).

[24] Again, Defendant counsel submitted that assuming without conceding this Honourable Court holds otherwise, he posited that Claimant had admitted during cross examination that she ceased reporting for duty and as such cannot earn salary for work not done, and not entitled to wages, which was the decision in SPRING BANK PLC v. BABATUNDE (2011) LPELR-4975(CA) (Pp. 21 PARAS. D). hence, that Claimant’s claim for salaries and allowances must fail.

In all, Defendant’s counsel posited that the foregoing shows Claimant’s case to be unsubstantiated and that she is not entitled to any of the reliefs sought, therefore he urged the Court to dismiss the suit in its entirety for being unmeritorious.

Defendant’s Counsel Reply Address 

[25] Reacting to arguments canvassed on behalf of Claimant at paragraphs 3.1 (d)-(f), 4.21-4.31 and 4.44-4.47 all bordering on perceived contradictions in the Defendant’s case, counsel to the Defendant submitted that same does not relieve Claimant of the burden of succeeding on the strength of her case as she cannot rely on the weakness of the defence citing DUMEZ (NIG) LTD V. NWAKHOBA & ORS. (2008) LPELR-965 (SC) (PP.13-14, PARA. F). Similarly, that the invocation of section 167 (d) of the Evidence Act is not sufficient to shift the burden of the need to establish Claimant’s entitlement to declaratory and monetary reliefs.

 

In like manner, Defendant counsel rehashed his submissions on the issue of the status of Claimant’s employment, noting that it is not statutory notwithstanding that the office of Company secretary is a creation of statute (i.e. CAMA). A similar line of submission was made in respect of Claimant’s assertions that her redeployment was merely an afterthought and that it amounts to constructive disengagement. Defendant counsel reiterates that documentary evidence before the Court controverts Claimant’s position.

 

  1. Counsel here rehashed his submissions on the issues of the purported lock-out, denial of access, lack of fair hearing and claims for salaries and damages, emphasizing that Claimant failed to prove any of such allegations and not entitled to the reliefs sought thereon.

 

He finally urged the Court to dismiss Claimant’s case and uphold the defence.

 

                                                        

DECISION

[27] The fulcrum of the Claimant’s case is premised on the assertion that her employment with the Defendant herein is statutory having been predicated on a transfer of service from the Railway Property Management Company Limited (RPMCL) and routed through the Head of Service of the Federation. Also, that her removal as Company Secretary by the Defendant is unlawful having failed to comply with the procedure stipulated in section 333 of CAMA 2020. 

[28] In consideration of the processes filed by the parties, the evidence led before the Court and written submissions of learned Counsel, this Court has distilled three issues for determination of this case to wit:

i. Whether the Claimant’s employment is one quoted with statutory flavour?

ii. Whether the removal of Claimant as Company Secretary was in compliance with the requisite procedural requirements?

iii. Whether Claimant has proved her entitlement to the reliefs sought?    

Resolution of Issues 

Issue One

[29] The law is trite that civil cases are decided on the preponderance of evidence and as such in arriving at a just decision, the Court will consider the various pieces of credible evidence adduced by each party and weigh same on its imaginary scale as guided by law, to determine which way the judgment will go. It is in this light that the Claimant in a case must succeed only on the strength of his case and not because of the weakness in the case of the defence. See HEALTH CARE PRODUCTS (NIG) LTD V. BAZZA (2004) 3 NWLR (PT. 861) 582 @ 605-606 and JIKANTORO & ORS. V. DANTORO & ORS (2004) 5 SC (PT.11) 1 @ 15.

In addition, by reason of Section 131 (1) of the Evidence Act 2011 and the case of NDUUL V. WAYO & ORS. (2018) 7 SC (PT.111) 164 @ 212, the law is certain that he who asserts must prove, while as provided under Section 132 of the Evidence Act, the burden lies on the Claimant to prove the facts he has asserted first, before it can shift to the Defendant. However, where the Claimant fails in his duty, then there is nothing to defend.

[30] The Claimant has asserted that her appointment with the Defendant is statutorily protected having been transferred from the RPMCL (a federal government agency), hence her removal as company secretary must be in compliance with the Public Service Rules, CAMA, the Defendant’s Employees Handbook etc. The Defendant has denied that Claimant’s employment is one with statutory flavour pointing out that even though the office of Company Secretary is a creation of statute (i.e. CAMA 2020), it does not regulate the terms and conditions of the Claimant.

I have in a bid to resolve this issue considered the pleadings of the parties and exhibits tendered. It is on record that the Claimant was a former employee of the RPMCL, a government owned company up until 12th April 2023 when she was offered a provisional appointment with the Defendant as company secretary/legal Adviser. See exhibit C1. After the offer of appointment by the Defendant, she had sought and got approval releasing her to proceed on the transfer of service from the said RPMCL vide exhibit C4 dated 2nd May 2023, as well as approval from the Head of Service of the Federation as it was one of the conditions stipulated for her to fulfill before assumption of duty. (See paragraph 9 of exhibit C1).

[31] It should be pointed out here that Claimant’s employment while with the RPMCL was statutory in nature being a wholly owned government company and the terms of employment having been regulated by the Public Service Rules (PSR). Exhibit C2 before this Court reveal that the Defendant herein is a public limited company with major controlling share vested in the Central bank of Nigeria and Bureau of Public enterprise being agencies of the Federal government of Nigeria.

The question that follows is; does working in a company either wholly owned or with controlling shares vested in the federal government translates the employee’s status to one protected by statute?

In the cases of OLORUTOBA-OJU V. ABDUL-RAHEEM (2009) ALL FWLR (PT. 497) 1 @ 46-47, UMERA V. N.R.C. (2022) 10 NWLR (PT. 1838) 349 and NEPA V, ADESAAJI (2002) 17 NWLR (Pt. 797) 578, the Courts held that what determines if an employment is quoted with statutory flavour is whether it is a creation of statute, and whether the terms and conditions of the said employment are also regulated by statute. 

[32] A cursory look at the Claimant’s employment letter discloses that she was employed as company secretary/Legal Adviser of the Defendant which was sequel to a transfer of service from another federal government owned company-RPMCL. 

What then is transfer of service in the federal civil service? Rule 020501 of the PSR defines transfer of service as;

 “the permanent release of an officer from one scheduled service to another or from one class to another within the same service”.

However, paragraphs 1 and 2 of Exhibit C1 (Claimant’s offer of appointment) which she accepted states thus;

1 “Your service with the company shall be strictly governed by the company’s conditions of service.

2. On acceptance of this appointment, you are bound by the conditions of service, rules and regulations of employment of the company as specified in the code of ethics and Employee’s Handbook which you are required to sign on assumption of duty”. 

Also, Exhibit C9 tendered by the Claimant reveals at paragraph 36 that the Defendant company is not bound by the provisions of any rules, regulations, orders or circulars made by the government for public service except where they are for general application by all employers of labour in Nigeria or in the Constitution of the Federal Republic of Nigeria. 

[33] A holistic appraisal of the above antecedents of Claimant’s employment on how she came into the service of the Defendant and the subsequent terms and conditions contained in her offer of appointment which she accepted, demonstrates an overlap of both statutory relationship and simple contractual relationship between the parties. I have further deduced that Claimant’s employment with the Defendant was probably meant to continue as a statutory employment considering that she was moving from one government owned company to another with controlling shares in the said federal government. However, by accepting the express terms in exhibit C1, particularly paragraphs 1 and 2 thereof, it chronicled to mean that Claimant was taking up new conditions of service which were no longer exclusively protected by statute as in her previous employment. I so hold.

[33] I am not unmindful of the provisions of section 330 of CAMA which creates the office of a company secretary, but goes further in section 333 to provide for the appointment and removal of a secretary of a company. The caveat to be noted is that the provisions of CAMA and indeed the ones under reference are not restricted to government owned companies as it applies generally to companies operating in Nigeria whether privately owned or controlled: or by the government. I align myself with the submissions of Defendant counsel that given the circumstances of this case, the said section 330 of CAMA simply creates the office of company secretary as part of the organogram of structural framework of a company. Hence, it is not sufficient to say, and it will be unwitting to classify the office of a company secretary pursuant to section 330 of CAMA as one having statutory flavour without more. I so hold. 

[34] In like manner, I have considered the contents of paragraph 4 of Defendant’s Exhibit D1 wherein the Head of Civil service of the Federation described the Claimant as a civil servant on transfer: that inference I must say is misguided considering the terms and condition now regulating her employment with the Defendant and I hope the relevant authority will take note for purposes of future reference.

Having found above, I therefore hold that Claimant’s employment with the Defendant herein is not one quoted with statutory flavour and that the provisions of the Public Service Rules as argued by the Claimant counsel are inapplicable to her current employment with the Defendant.  

Issue Two

[35] This issue focuses on the propriety of the removal of Claimant as Company Secretary of the Defendant. I have observed the trajectory of facts that resulted in the removal of Claimant to be;

  1. That there was a meeting convened on 10th July 2024 wherein she was orally directed to resign from her position as Company Secretary (Exhibit C20)
  2. She wrote a letter protesting same on 15th July 2024 (Exhibit C12)
  3. Then on 18th July 2024, Defendant issued a notice of intention to remove Claimant as company secretary and asking her to make a representation or resign from her position (Exhibit C13)
  4. She still challenged the process emphasizing on the statutory protection governing her position (exhibit C14)
  5. By exhibit C15, dated 6th August 2024, Claimant was notified of her suspension as company secretary sequel to Defendant’s Board meeting held on 26th July 2024.
  6. Finally, on 14th February 2024, Claimant was notified of her removal as company secretary of the Defendant which was to take effect from 18th December 2024 and a further directive to report to the Ag. Managing Director & Chief Executive for reassignment of duty.

[36] Before delving into the substance of removal of Claimant as company secretary, I find it imperative to resolve the lingering contention of Claimant’s right or duty to issue notices required for meeting of the company. Section 330 (3) of CAMA provides thus:

(3) Anything required or authorized to be done by or of the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or of any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or of any officer of the company authorized generally or specially by the directors.

The implication of the above is that duties or functions to be carried out by a company secretary could be carried out by an assistant or deputy secretary, or any other officer of the company authorized to so act by the directors who have the appointing power, where the office is vacant or no secretary capable of acting.

Also, DW1 as Senior Manager Legal of the Defendant on the point above testified that:

“It can be Directors authorizing particularly in Legal Department to issue notice of meetings”.

[37] My focus here will be on where there is no secretary capable of acting for any reason. The facts presented before me disclose that a machinery was set in motion for the removal of Claimant as far back as 12th July 2024 when the board of directors held an emergency meeting and the company began to take steps in that direction. See exhibit C15 and paragraph 1 thereof, which resulted in the eventual issuance of exhibit C13 “Notice of Intention to Remove You as Company Secretary”.

The foregoing to my mind reveals that even though at that time the office of company secretary was not vacant, however, that the underlying circumstances which was directed at stripping Claimant of her duties were such that can be regarded as reason that makes her incapable of acting as a secretary and by extension issuing any notices. I so hold

[38] Reverting back to the issue of compliance with procedure in removing Claimant as secretary, the law is trite that even though an employer has the power to discipline, exercise managerial control and even terminate the appointment of an employee, it must be done in accordance with the terms and conditions of employment without the use of arbitrariness. Where it is a statutory employment, then it must be in compliance with the law. See OLORUNTOBA-OJU V. ABDUL-RAHEEM (2009) ALL FWLR (PT. 497) 1 @ 46-47.

[39] The relevant provisions called into question here is section 333 of CAMA which stipulates thus:

333.— (1) A secretary is appointed by the directors and, subject to the provisions of this section, may be removed by them.

 

(2) Where it is intended to remove the secretary of a public company, the board of directors shall give him notice—

 

(a) stating that it is intended to remove him;

(b) setting out the grounds on which it is intended to remove him;

(c) giving him a period at least seven working days within which to make his defence; and

(d) giving him an option to resign his office within seven working days.

 

(3) Where, following the notice prescribed in subsection (2), the secretary does not within the given period resign his office or make a defence, the board may remove him from office and shall make a report to the next general meeting, but where the secretary, without resigning his office, makes a defence and the board does not consider it sufficient, if the ground—

 

(a) on which it is intended to remove him is fraud or serious misconduct, the board may remove him from office and shall report to the next general meeting; and

(b) is other than fraud or serious misconduct, the board shall not remove him without the approval of the general meeting, but may suspend him and shall report to the next general meeting.

 

(4) Notwithstanding any provision of law, where a secretary suspended under subsection (3) (b) is removed with the approval of the general meeting, the removal may take effect from such time as the general meeting may determine.”

 

The Defendant has argued that it complied with the requirements stipulated in section 333 pertaining the removal of Claimant as company secretary.

 

[40] I need to address the contention of Claimant that she was verbally instructed by the Chairman to resign from her position as secretary including other executive management members which she refused to accede to. See exhibit C20. I am of the view as argued by the Defendant counsel that the Claimant having declined such directive, the said contention ended there and cannot form a basis for a cause of action. I so hold.

 

[41] Moving forward, I shall x-ray exhibit C13 to see if it complied with the procedure stipulated in section 333 as to the removal of a company secretary. The said document states that the Board of Directors of the Defendant is notifying the Claimant of its intention to remove her as company secretary/legal adviser [this I find complies with section 333 (2) (a)]; which was stated to be ‘on grounds of ongoing management restructuring’ [this complies with section 333 (2) (b)] and gave her up to 31st July 2024 to reply or resign from the position fulfilling sub section 2 (c and d). 

 

Again, sub-section (3) (b) which I find applicable here stipulates that where the grounds of removal are other than on fraud or misconduct, the secretary may not be removed by the Board without the approval of the general meeting, but may suspend the secretary and report to the general meeting. It is glaring that upon receipt of Claimant’s response to exhibit C13 (i.e. vide exhibit C14), Defendant was not satisfied with it and thus proceeded to suspend Claimant on 6th August 2024 in exhibit C15 and then finally communicated her removal from the position of company secretary effective from 18th December 2024, with the attendant direction that she reports to the Ag. Managing Director & chief Executive for reassignment of duties, which was hinged on a special resolution of the General meeting of Defendant held on same 18th December 2024 (See exhibit D3). I find the foregoing also, to be in compliance with subsection (4) as the General meeting has the power to determine when the removal takes effect, which was expressly stated to be with ‘immediate effect’ in paragraph (i) of exhibit D3. I so hold.

 

[42] I shall not draw the curtain on this issue without addressing Claimant’s grouse on the production of notices of the different meetings that gave rise to various Board of Directors decisions/resolutions and that of the General meeting. I have earlier held that because of the fact of the intention to remove Claimant from being company secretary and as such strip her of her functions, she became invariably incapable of issuing notices for meetings. Equally, the law is trite that the presumption of regularity avails as contained in section 168 of the Evidence Act that; 

 

“(1) When any judicial or official act is shown to have been done in a manner substantially regular. It is presumed that formal requisites for its validity were complied with.

(2) When it is shown that a person acted in a public capacity, it is presumed that he had been duly appointed and was entitled so to act”

 

It has been established during Claimant’s cross examination that she is neither a member nor a director in the Defendant company and in view of my earlier position as to her incapacity to issue notices of meeting, this cannot and does not see any credible evidence to the contrary why it should disregard the resolutions of the Defendant or its Board of Director which resulted in finally removing her from office as company secretary, I so hold.

 

[43] Equally, the Claimant’s counsel has argued severally in line with Claimant’s case that Defendant’s action was meant to terminate her employment even though at some points the focus was on removing her as company secretary. Defendant has consistently maintained that Claimant is still their employee as she was only removed from being company secretary. Having considered my earlier findings as well as the contents of exhibits C12-C19, D1-D3, but particularly exhibit C18, the scenario points to the glaring fact that Claimant was only removed from her position as a company secretary and her employment still subsists with the Defendant. I so hold.

 

It may be that there was an honest believe by the Claimant that having been employed as company secretary/legal adviser, if she is removed from that position, it means the end of her employment with the Defendant. However, seeing that it was only a shift in the office she occupied, the issue of termination does not arise and the arguments in favour thereof are hereby discountenanced.

 

[44] Consequently, the case of the Claimant having been found to be without merit, this Court cannot consider the issue of entitlement to reliefs as claimed. In the end, I hereby dismiss this case accordingly. 

 

[45] Judgment is hereby entered.

 

                                                        ……………..…………………………

        Hon. Justice R. B. Haastrup

                                                                             JUDGE