Early in November 2009, we published on this blog a story titled: ‘High Profile Corporate Crimes in Nigeria-the case of Bata Company.’ Many of the responses especially from Chartered Accountants encouraged us to officially petition the Institute of Chartered Accountants of Nigeria (ICAN) who exercises professional oversight on all chartered accountants in the country. In fact some commentators accused us albeit falsely that we were not sure of the facts that was why we have not gone to the professional body to file our petition
We have since submitted our petition formally to ICAN. Precisely on the 2nd of December 2009 we submitted to ICAN a fully documented petition concerning the professional misconduct perpetrated by Chief (Mrs) Olakunri in handling the affairs of our company.
The petition was supported by a sworn affidavit (reproduced below), as required by the Investigation Panel of the disciplinary committee of ICAN.
Chief (Mrs) Olakunri is required to respond formally to our petition within a maximum period of three weeks-two weeks in the first instance and at the expiry of which if there is no response she is given a final one week to respond. If she fails to respond within the period the Investigation panel is required to submit their findings to the ICAN Tribunal for trial.
The statutory period of three weeks expired on Wednesday, the 23rd of December 2009.
We are confident that the ICAN as a body that makes Integrity their watch word will fully discharge its public duty and responsibility to the satisfaction of all stakeholders and citizens of Nigeria.
Coordinator, Bata Workers’ Cooperative Credit and Thrift Society Ltd
IN THE HIGH COURT OF LAGOS STATE
IN THE IKEJA JUDICIAL DIVISION
HOLDEN AT IKEJA
S W O R N A F F I D A V I T
I hereby declare the following:
1. That I, Yusuf, M. Al-Amin, male, Believer in The day of Judgement, Nigerian citizen, Economist, resident in Lagos, Nigeria, do hereby make oath and state as follows;
2. That I have known Chief (Mrs) Olakunri, chairman of Footwear and Accessories Manufacturing and Distribution, (FAMAD), Plc for many years;
3. That the above-named company was formerly known and called Bata Nig. Plc until it was re-named in 1997;
4. That the shareholding structure of the company up to 1997 was Nigerian shareholders - 60% and Bata Overseas Trading Company as technical partners - 40%;
5. That in a well-executed scheme, Chief (Mrs) Olakunri plotted and took over the shares of Bata Nig. Plc left in her custody as the sitting chairman and concealed this information from the rest of the stakeholders including other members of the board of directors of the company;
6. That in order to conceal this fact from the general house in an AGM she refused to call for an AGM in the past 9 years;
7. That the vehicle used by Chief (Mrs) Olakunri to purchase the shares was a wholly-owned by her company- Kingshill Overseas Incorporated- registered in the shelter island of Panama;
8. That Chief (Mrs) Olakunri fraudulently pledged the 40% BOTC shares entrusted in her care as the sitting chairman on behalf of the shareholders to obtain a loan of N36million from the then Lead Merchant Bank for the purchase of the same shares;
9. That Chief (Mrs) Olakunri was conscious of the fact that at the time of the transaction the actual market value of the shares was N84.99 Million.(see her letter to Lead Merchant Bank);
10. That following from above Chief (Mrs) Olakunri betrayed the rest of the shareholders and denied them the premium value of the shares that belonged to all of them thereby abusing her office and failing in discharging her fiduciary responsibility to the members of the company. (Loan Application letter attached);
11. That after the insider dealing described above, Chief (Mrs) Olakunri misrepresented the facts of the transaction and continued to conceal the matter from the Board, the regulatory agencies and the public;
12. That the misrepresentation of the facts was reproduced in two subsequent published annual reports of the company and AGMs held based on the two reports. Specifically, the 1997 AGM was held in Port Harcourt on the 20th of October 1998 while the 1998 AGM was held in Benin on the 6th of October 1999;
13. That at these meetings, the chairman, Chief (Mrs) Olakunri, concealed the fact of the change in shareholding structure as well as the beneficial ownership of the shares of BOTC;
14. That the Annual Reports in both meetings still maintained that BOTC was still a shareholder of the company;
15. That it was not until 18th December 2002 (5 full years later) that Chief (Mrs) Olakunri was forced to admit in a letter to the board members that the beneficial ownership of the BOTC shares rests in the OLAKUNRI FAMILY;
16. That Chief (Mrs) Olakunri further admitted that the vehicle used to purchase the shares was a wholly-owned by her offshore company called Kingshill Overseas Ltd and that BOTC had been re-named OFTC (Overseas Footwear Trading Company). She introduced her biological daughter Miss Oyinkan Olakunri as the Secretary of OFTC;
17. That Chief Mrs Olakunri has continually refused to call for an EGM for the purpose of disclosing this important change in the ownership of the company since 2002 and has frustrated every attempt to make these facts known to the members in a general meeting as required by law;
18. That the disclosure in 2002 was not a voluntary act. it was forced by a petition written by the vice chairman Sir Emenyonu chima seeking clarification to the draft 1999 report of the directors. (copy of petition enclosed);
19. That a second leak that forced the disclosure was a suit instituted by Lead Merchant Bank for the recovery of the loan obtained by chief (Mrs) Olakunri in her private capacity for the underhand purchase of BOTC shares deposited with her on trust and which did not belong to her but was used as collateral;
20. That the suit is a matter of public record and was instituted at the federal high court as NO.FHC/L/CS/664/99. The parties to the case were as follows:
a. Lead Merchant Bank……..Plaintiff
21. Chief (Mrs) Olutoyin Olakunri
22. Bata Overseas Trading Corporation
23. Footwear and Accessories Manufacturing and Distribution Plc (Formerly Bata Nig. Plc) as Defendants;
24. That instead of referring the above suit to the board which has fiduciary responsibility to the shareholders of the company, she secretly collected the court processes from the then Managing Director with instructions to conceal the information from the other Directors of the company;
25. That in order to perpetuate the deception and secrecy in the above mentioned case Chief (Mrs) Olakunri hired her daughter’s law firm to negotiate the settlement of the matter;
26. That the above matter only came to light on the 25th of July 2002 vide a betrayal petition by the then Managing Director, Mr. O.A. Atewologun against Chief (Mrs) Olakunri the chairman;
27. That subsequent to the illegal take over of the company as enumerated above, Chief (Mrs) Olakunri embarked on a systematic dismantling of the company and its valued assets bordering on insider trading, assets stripping, money laundering and corporate manslaughter;
28. That Chief (Mrs) Olakunri encouraged top management staff to steal from the company by giving them cover even when they are caught. A case in point is the cover she gave to Mr. Atewologun (a former M.D.) who pocketed $29,000.00 belonging to the company’s subsidiary (FAMARUBA) being proceeds from the sale of processed rubber. Even after the police had fully investigated and found the man guilty she used her position as chairman to cover him and give him a soft landing. This action set up a precedence that snowballed into monumental theft perpetrated by all subsequent managers of the organisation;
29. That in similar fashion Chief Mrs. Olakunri and two others (Dr. M. Orere and Mrs. Yinka Oladipo) conspired to steal the wholly owned subsidiary of FAMAD Plc called Famaruba Ltd based in Benin City. This was done by making the two accomplices mentioned above to be the full owners of the 1,000,000.00 shares of the company. (see the attached subscription list);
30. That in flagrant violation of article 82 of the company’s Articles of Association in respect of sale of company assets, Chief (Mrs) Olakunri and her accomplices has undertaken several undervalued sale of company assets without following due process;
31. That where outright sale was impossible they have resorted to long leases in excess of ten years in some instances;
32. That the company’s accounts have been audited by the company’s External Auditors albeit with several qualifications and disclaimers due to the magnitude of manipulation and concealments of vital information;
33. That in order to conceal her illicit activities in the company Chief (Mrs) Olakunri has deliberately refused to publish all the audited accounts between the year 2001-2006 which have been prepared by Messrs. Akintola Williams & Deloitte;
34. That the accounts for year 2000 were prepared and audited but have not been countersigned by the Vice Chairman because he insisted that certain anomalies and deliberate misstatements must be corrected before appending his signature;
35. That rather than make the corrections which would have exposed her fraudulent insider dealing transactions to the public and the concealment of same in the last 3 published annual accounts preceding year 2000, the chairman preferred to put the accounts in abeyance;
36. That in all the draft reports prepared and submitted to the Board of Directors of the company the External Auditors have defined Limitation of Scope and Disclaimer of Opinion;
37. That the above statements of disclaimers by the External Auditors were consistent for every year from 2001-2006. The only difference from year to year is in the different values stated under the different headings;
38. That in order to avoid exposure Chief (Mrs) Olakunri and subsequent management teams hand picked by her have consistently failed to publish the company’s audited accounts and call for AGM as required by law. (See Audit Alarm written to the auditors by the vice chairman);
39. That we Bata Workers Cooperative, Credit and Thrift Society Limited have been negatively affected by the actions of Chief Mrs Olakunri as our substantial investment in the shares of the company have recently been rendered useless by the de-listing of the company from the stock exchange;
40. That the immediate cause of the de-listing is the failure by the Chief (Mrs) Olakunri-led board to render annual accounts as required of all public companies for a whole decade;
41. That I depose to this affidavit in good faith and in accordance with the Oaths Act of Lagos State, 2004.
Sworn to at the High Court Registry, Ikeja, this 2nd day of Dec. 2009.
D E P O N E N T
B E F O R E M E
COMMISSIONER FOR OATHS.