Nigerian Director Wins First Round In Battle For Popular Edmark Direct Marketing Limited

By Michael Effiong

The minority shareholder and only Nigerian Director of Edmark Direct Marketing Nigeria Limited, Mr Etim Maurice Anthony has won round one of his legal battle with majority shareholder, Low Ban Chai and others.

Hon. Justice C.J. Aneke of the Federal High Court, Lagos had ruled that the interim ex-parte orders obtained by Mr Anthony was lawful and he was not guilty of any misrepresentation of material facts.

That was not all, the court also held that before the ex-parte is vacated the petitioners, that is Edmark Direct Marketing. Low Ban Chai and others would have to provide a satisfactory bank guarantee to be agreed upon by both parties covering Mr Anthony’s 5% shareholding.

This ruling is a big win for Mr Anthony who had rushed to court to seek redress after he was virtually schemed out from the company he set up, nurtured and turned into a money-making machine.

Mr. Anthony had dragged Edmark Direct Marketing Ltd, Low Ban Chai, Edmark Holdings Limited, Wapanio Benvendo and Jorolan Noel Had to court and also obtained an exparte to stop the company’s facilities located along Aromire Street, Ikeja Lagos. This was obtained on May 24, 2022.

The whole saga began on May 18, 2022 when Mr Anthony, the petitioner, filed a legal action  against five respondents, Edmark Direct Marketing Limited, Low Ban Chai, Edmark Holding Limited, Wapanio Bienvenido and Jorolan Noel Had.

He wanted a declaration that the affairs of Edmark Direct Marketing are being carried out by Low Ban Chai, the second respondent in manner that is oppressive, unfairly prejudicial, illegal and breaches his rights as contained in Companies and Allied Matters Act (CAMA) sections 107, 235, 250 and 252.

He averred that his relevant rights such as right to attend meetings and vote, on appointment and removal of secretary, on duty to keep open accounting records and annual accounts were breached.

He also prayed the court to grant an order setting aside the purported appointment of the fourth and fifth respondents (Wapanio Bienvenido and Jorolan Noel Had) as directors of Edmark Directing Marketing and an oder restraining the company and Low Ban Chai or their proxies from further passing any board meeting resolution, an order setting aside the any purported appointment of a company secretary for Edmark, an order setting aside the purported transfer of Edmark Direct marketing shares  to Edmark Holding and the registration of the said transfer of shares.

That was not all, he also wanted an order appointing the audit firm of Deliotte Nigeria to conduct a forensic audit of Edmark Direct Marketing’s account, income, expenditure, bank statements, assets and financials from 2010 till date, and  directing Edmark, Low Ban Chai and others to provide all financial records to the auditors.

He also wanted  an order directing Edmark Directing Marketing and Low Ban Chai to conduct the affairs of the company in a manner that is equitable and just to all shareholders including notifying the petitioner of all board and general meetings and participation in the management and administration of the company as along as he remains a shareholder.

Furthermore, he desires an order directing the first or second respondents to purchase the petitioner’s shares at a market value after valuation of Edmark’s assets and in the event of a deadlock,winding down of the company in a manner that is just and equitable under the law.

In addition, he wanted an order of interim injunction restraining the first respondents, their agents and others from depleting, withdrawing from,  transferring from, charging to, transacting on or dissipating Edmark’s assets pending the hearing and determination of the motion on notice for interlocutory injunction.

And an order of interim injunction restraining the respondent’s banks from disbursing funds from 13 and any other bank accounts linked to Edmark and its affiliates pending the hearing and determination of the suit.

Also an order mandating Edmark’s officers, managers and employers to disclose or provide information about the location of any property, assets or funds acquired with the company funds wether held directly or indirectly including but not related to ED2E Technology Nigeria Limited, Edmark City Development Company Limited, Megwang Resources Limited and any other related company.

He also wanted an order empowering the Receiver/Manager, Seyi Akinwunmi & Co to  preserve all assets of Edmark including  D’Podium Event Centre,Aromire Avenue, Edmark City Project, Lekki and order directing the Inspector-General of Police and his officers to assist the Receiver/Manager to effect the above order and ensure the safety of the assets.

On June 23, 2022, the respondents filed a motion on notice, seeking reliefs such as an order setting aside or discharging the order of interim injunction, or alternatively an order varying or modifying the ex-parte orders and  stay of execution of the order of interim injunction.

Mr Anthony had sworn to an affidavit that he was  consistently excluded in the management and administration of Edmark, that Low Ban Chai had requested him to transfer the sole mandate to the company account for ease of business and he trustingly accepted the proposal, not long after Low Ban Chai started taking unilateral decision and that he was never served notice or invited to general meeting since 2010.

He also averred that Low Ban Chai siphoned funds from Edmark into other ventures without his consent such as Edmark City Development Ltd, AD2E Technologyu Limited, is about to float a Microfinance Bank with a minimum deposit of N2billion and used the platform of Edmark to market a cryptocurrency “Edcoin”,  moved the proceeds of $15million to Megawang Resources Limited  and the funds moved offshore.He also stated that Low Ban Chai also prepares financial reports for governmental agencies without his signature as required by law.

He also revealed how he was offered N50million by Mr Donald Abih and a three bedroom apartment of be forced out by Low Ban Chai and because of his refusal, on May 11, 2022, Low Ban Chai secretly  filed notices before the Corporate Affairs Commission  and made changes to Edmark’s status adding two new directors (Bienvendo and Han) and transfer of 95% of Edmark to Edmark  Holding Limited.

It was based on these alleged wrong doings that he approached the court for an exparte and now the court has affirmed that his request was justified and has sent conditions for the opening of the Edmark’s facilities.